Terms Of Use

These Terms of Use, in combination with any other terms or agreements incorporated herein by reference, (collectively, the “Agreement”) constitutes a legally binding agreement by and between Wakee Technology, Inc. ("Wakee”) of Hameginim 53, Haifa, Israel and you (referred to herein as “you” and "User"). This Agreement is effective as of the date of User’s first access of the Website or Application (the “Effective Date”). User’s use of, and Wakee’s provision of, Wakee’s Services (as defined below) are governed by this Agreement. By accessing or using the Services or authorizing or permitting any User to access or use the Services, User agrees to be bound by this Agreement.

Wakee and User may be referred throughout the Agreement individually as “Party” or together as “Parties”.

Wakee’s Privacy Policy is hereby incorporated by reference herein.

PLEASE READ SECTION 13 BELOW CAREFULLY. SAID SECTION AFFECTS YOUR LEGAL RIGHTS WITH REGARD TO ANY DISPUTES BETWEEN YOU AND WAKEE.

In consideration of the promises and mutual covenants herein, the Parties agree as follows:

1. DEFINITIONS.

Capitalized terms within this Agreement shall have the meanings set forth below.

1.1 “User Data” means data furnished by User, whether created in-house or sourced from one or more third-parties, to be used in conjunction with or collected by the Services. User Data may include text, images, photos, audio, video, and data in any other form.

1.2 “Contractors” means the independent contractors that have made their information available to Users via the Services. Contractors are subject to additional terms as outlined in the Contractor Terms and Conditions. For the avoidance of doubt, a Contractor may be either an individual or a business organization.

1.3 “Application” means Wakee’s standalone application, via which you may access the Services, and which may be on mobile and desktop platforms.

1.4 “Services” means the Wakee’s marketplace services provided via the Website and/or Application. The Services are a means for Users to find, research, review, contact, and retain Contractors.

1.5 “Website” means Wakee’s public website for the Services at the following URL: http://wakee.com. The term “Website” does not include the Wakee’s Services (as defined above) regardless of the domain name used to access such Services.

1.6 “Engagement” means a Contractor – Client services engagement entered into between Contractor and Client via the Services.

1.7 “Client” means a User of the Services that retains or may potentially retain Contractor Services.

1.8 “Contractor Services” means the services, that Contractors advertise and retain Engagements for via the Services, and may include, but not be limited to: beauty services, massage and physical therapy, and non-emergency medical services.

2. THE SERVICES.

2.1 Use of the Services. During the Term, User may access and use the Services, solely in accordance with this Agreement, and in no instance in any manner not originally contemplated by this Agreement. User shall at all times adhere to any acceptable use policies published and/or modified by Wakee from time to time. Failure to adhere to such policies by User shall be considered a breach of this Agreement. The posting of objectionable content and the abuse of the Service by Users is strictly prohibited. Wakee shall have sole discretion with respect to what constitutes “abuse” and “objectionable content”.

2.2 Services Revisions. Wakee may revise Services features and functions at any time, including without limitation by removing such features and functions, or removing one or more Services altogether. In no case shall Wakee be liable to User for making such changes.

2.3 User Data. User warrants that it possesses all ownership rights and/or license grants necessary to make use of the User Data as contemplated by this Agreement. User shall indemnify Wakee and its Affiliates against any action or claim that User’s use of the User Data infringes the intellectual property rights of any third-party. User hereby grants to Wakee a non-exclusive, royalty-free, worldwide, irrevocable, transferable, sublicensable, perpetual license to use, display, reproduce, make derivatives from, and distribute User Data as necessary to offer, display, operate, market, sell, and improve the Services at Wakee’s sole discretion.

2.4 Third-Party Services. The Agreement and any terms incorporated by reference shall apply only to the Services and do not apply to any third-party website or service linked to the Service or recommended or referred to through the Service, by Wakee’s staff, by any Contractor, or by any other User. The use of such third-party websites and/or services and the transfer of data thereto shall be governed by their respective terms of use and policies. For the avoidance of doubt, Wakee shall have no liability for the acts or omissions of any Contractor or any Client.

2.5 You, as an Individual. All Users, including you, as an individual, must be 18 years or older to access or use the Application, Website, and/or the Service. If you are entering into this Agreement on behalf of a Wakee, organization, or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to Wakee that you have the authority to bind such Entity and its Affiliates to this Agreement. If you do not have such authority, you must not accept this Agreement and may not access or use the Application, Website, or Service.

2.6 No Emergency Use. The Services are not intended to be failsafe, or to be relied upon in any instance of a risk of death, injury, or other significant loss. You agree not to use the Services for any such purpose.

2.7 Chatbots. You acknowledge that Wakee makes the use of chatbots, and you shall have no claim arising from or related to such use or (incorrect) information relayed to you via a chatbot.

3. OWNERSHIP.

3.1 Ownership. Wakee owns all worldwide right, title and interest in and to the Application, Website, and Services including without limitation all software used to provide the foregoing, and all the graphics, user interfaces, logos, and trademarks reproduced through the Application, Website, and Services, all derivatives thereof, and all worldwide intellectual property rights therein. This Agreement does not grant User any intellectual property license or rights in or to the Application, Website, the Services, or any of their components. User recognizes that the Application, Website, Services, and their components are protected by copyright and other laws.

4. FEES AND PAYMENT TERMS.

4.1 Fees. Portions of the Services may incur a fee. User will pay Wakee the fees for the Service or the selected portion thereof as set forth on the Website or in the Application (the “Fee”). All Fees shall be paid by credit card. You expressly understand and agree that your credit card on file may automatically be charged for any Fees, and you authorize us (without notice to you, unless required by applicable law) to collect Fees and any taxes using any credit card we have on record for you. Failure to have a valid payment method on file may constitute a breach of these terms. All credit card charges shall be subject to a fee of the greater of $4 and 15% of the transaction value.

Should your payment election necessitate the need for invoicing, Wakee shall invoice you via either e-mail or directly via the Services. You consent to the use of third-party utilities by Wakee for such invoicing.

4.2 Payment; Late Payment. If Wakee has not received payment within five (5) days after the due date, interest shall accrue on past due amounts at the rate of one and one-half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Wakee. Contractor shall reimburse Wakee for the reasonable costs of collection, including reasonable fees and expenses of attorneys.

4.3 Refund of Fees. Fees already paid to Wakee shall not be refunded.

4.4 Cancellation Fee. Cancellation of Engagements by Users shall incur a cancellation fee. Wakee may cancel Engagements without liability at its sole reasonable discretion, for reasons including but not limited to, risk of potential fraud.

5. USER DATA AND PRIVACY.

5.1 Use of User Data. Unless it receives User’s prior written consent, Wakee: a.) will not access, process, or otherwise use User Data other than as necessary to provide the Service; and b.) will not intentionally grant any third-party access to User Data, including without limitation Wakee’s other Users, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Wakee may disclose User Data as required by applicable law or by proper legal or governmental authority. Wakee will give User prompt notice of any such legal or governmental demand and reasonably cooperate with User in any effort to seek a protective order or otherwise to contest such required disclosure, at User’s expense. Personally identifiable information collected about User by this Service is treated in accordance with the Privacy Policy, which is hereby incorporated into this Agreement by reference. If User does not agree to this Agreement or the Privacy Policy, User must exit the Application and Website, and cease use of the Services.

5.2 Risk of Exposure. User recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Service, User assumes such risks. Wakee offers no representation, warranty, or guarantee that User Data will not be exposed or disclosed through errors or the actions of third parties.

5.3 Data Accuracy. Wakee will have no responsibility or liability for the accuracy of data uploaded to the Service by User, any Contractor, or any third-party, including without limitation User Data. All such information is provided to User “as-is” without warranty of any kind.

5.4 Data Deletion. Wakee may permanently erase User Data if User’s account is delinquent, suspended, or terminated for 30 days or more.

5.5 Excluded Data. User represents and warrants that User Data does not and will not include, and User has not and will not upload or transmit to Wakee's computers or other media, any data (“Excluded Data”) in violation of any applicable laws or regulations (the “Excluded Data Laws”). USER RECOGNIZES AND AGREES THAT: A.) WAKEE HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND B.) WAKEE’S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.

5.6 Anonymized Data. Notwithstanding the provisions above, Wakee may use, reproduce, sell, publicize, or otherwise exploit Anonymized Data in any way, in its sole discretion. (“Anonymized Data” refers to User Data that is either not personally identifiable, or is modified in such a way as to no longer be personally identifiable.)

5.7 Wakee’s Role and Third Party Content. You understand that the Application, Website, and Services act only as a marketplace platform and technical interface between Users and Contractors, and that Wakee does not itself verify or otherwise warranty the qualifications or performance of Contractors, or otherwise verify the identity of Clients. Contractors shall be solely liable for the performance of Contractor Services. Contractors and Clients shall be solely liable for any claims, liabilities, and damages arising from or related to the Contractor Services.

Any opinions or statements expressed by a User or Contractor, or materials provided thereby, are those of such party alone and are not to be attributed to Wakee. Wakee cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, innocuousness, legality or applicability of anything said, written, posted, displayed, created, or otherwise made available by any User or Contractor.

You understand that you may be exposed to content that you find offensive to you, and that you use the Application, Website, and Services at your own risk. Please use caution, common sense, and practice safe trading when using the foregoing.

6. USER’S RESPONSIBILITIES & RESTRICTIONS.

6.1 Acceptable Use. User will comply with this Agreement and any acceptable use policies published or otherwise made available by Wakee. User will not: a.) use the Service for service bureau or time-sharing purposes or in any other way allow third-parties to exploit the Service; b.) provide Service passwords or other login information to any third-party; c.) share non-public Service features or content with any third-party; or d.) access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Service, or to copy any ideas, features, functions or graphics of the Service.

6.2 Prohibited, Questionable, and Infringing Usage; Restricted Activities. Your activities on the Services shall not: (a) be false, inaccurate or misleading; (b) be fraudulent; (c) infringe upon any third party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, data privacy, unfair competition, anti-discrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) create liability for Wakee or cause Wakee to lose (in whole or in part) the services of our ISPs or other suppliers; or (i) link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under this Agreement, the Privacy Policy, or other policy documents and community guidelines as posted by Wakee; or (bb) you do not have a right to link to or include.

In the event that it suspects any breach of the requirements of this Section 6, Wakee may suspend User’s access to the Service without advanced notice, in addition to such other remedies as Wakee may have. Neither this Agreement nor any acceptable use policies requires that Wakee take any action against User or any other third-party for a violation thereof, but Wakee is free to take any such action it sees fit. Your use of the Services shall be solely for your personal, internal purposes.

6.3 Access and Interference. You agree that you will not use any robot, spider, scraper or other automated means to access the Services for any purpose without our prior express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content from the Application, Website, or Services without the prior expressed written permission of Wakee and the appropriate third parties, as applicable; or (iii) interfere or attempt to interfere with the proper working of the Application, Website, Services or any activities conducted thereon.

6.4 Feedback Integrity; Feedback Export. You may not take any actions that may undermine the integrity of the feedback system. You hereby grant to Wakee a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable license to use, copy, distribute, display, and otherwise exploit any feedback you provide via the Services’ feedback system. You agree that Wakee may hide, delete, or reorder feedback for any reason and at its sole discretion.

6.5 Unauthorized Access. User will take reasonable steps to prevent unauthorized access to the Service, including without limitation by protecting its passwords and other login information. User will notify Wakee immediately of any known or suspected unauthorized use of the Service or breach of its security and will use best efforts to stop said breach.

6.6 Users & Service Access. User is responsible and liable for: a.) Users’ use of the Service, including without limitation unauthorized User conduct and any User conduct that would violate any acceptable use policies or the requirements of this Agreement applicable to User; and b.) any use of the Service through User’s account, whether authorized or unauthorized.

6.7 Malware and Spam. User will not publish or link to malicious content or code intended to damage, disrupt, compromise, or exploit a User’s browser, device, or account, or to compromise an individual’s privacy in any manner. User will not use the Services or any APIs to send spam or otherwise distribute unwanted content and code. Wakee reserves the right, in its sole discretion, to determine what constitutes spam and/or malware.

7. WARRANTIES AND DISCLAIMERS.

7.1 Right to Do Business. User warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.

7.2 Disclaimer. User assumes sole responsibility and liability arising from the use of the Service and for conclusions drawn therefrom. Wakee shall have no liability to User for any claims, losses, or damage that would not have occurred but for the actions or omissions of any other User or Contractor.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WAKEE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE. WITHOUT LIMITING THE FOREGOING, WAKEE DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. WAKEE FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICE AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, OR FITNESS FOR A PARTICULAR PURPOSE. WAKEE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WAKEE OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.

8. LIMITATION OF LIABILITY.

8.1 Liability Limits. IN NO EVENT SHALL WAKEE BE LIABLE TO USER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL WAKEE’S AGGREGATE LIABILITY TO USER IN CONNECTION WITH THIS AGREEMENT, OR USER’S ACCESS TO AND USE OF THE SERVICE, EXCEED ALL AMOUNTS RECEIVED $100, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

8.2 Acknowledgment. The Parties acknowledge that the limitations and exclusions contained in this Section 8 and elsewhere in this Agreement have been the subject of negotiation between the Parties and represent the Parties’ agreement based upon the perceived level of risk associated with their respective obligations under this Agreement, and the payments made hereunder. Without limiting the generality of the foregoing, the Parties acknowledge and agree that a.) the provisions hereof that limit liability, disclaim warranties or exclude consequential damages or other damages or remedies shall be severable and independent of any other provisions and shall be enforced as such, regardless of any breach hereunder, and b.) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies shall remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose.

9. TERM AND TERMINATION.

9.1 Term. The term of this Agreement (the “Term”) will commence on the date User first accesses the Application, Website, or Services (whichever is first) and continue until User ceases its use of the Service or the Agreement is terminated earlier per the terms below.

9.2 Termination. Either Party may terminate this Agreement should the other Party fail to cure a material breach of its terms within fifteen (15) days of receiving written notice thereof. Wakee may terminate this agreement at its sole discretion by providing notice thereof to User.

9.3 Effect of Termination. Upon termination of this Agreement, User will cease all use of the Service.

9.4 Survival. The following sections shall survive the termination of this Agreement for any reason: 2.3, 2.4, 2.5, 3, 4, 5, 6, 7, 8, 9.3, 9.4, 10, 11, 12, and 13. Further any provisions that must survive to fulfill their essential purpose shall do so. For the avoidance of doubt, User’s ability to access the Application, Website, and Service shall be terminated in conjunction with the termination of this Agreement.

10. INDEMNIFICATION.

10.1 Indemnity. User will defend, indemnify, and hold harmless Wakee and the Wakee Associates (as defined below) against any “Indemnified Claim,” meaning any claim, suit, or proceeding arising out of or related to User's alleged or actual use of, misuse of, or failure to use the Service, including without limitation: a.) claims by Users or by User's employees; b.) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including User Data; and c.) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Service through User’s account, including without limitation by User Data. Indemnified Claims include, without limitation, claims arising out of or related to User’s negligence. User’s obligations set forth in this Section 10.1 include retention and payment of attorneys and payment of court costs, as well as settlement at User’s expense and payment of judgments. Wakee will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Wakee Associates” are Wakee’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)

10.2 Exclusions. Neither Party will have any indemnification obligations under this Agreement as to any claim, suit or proceeding unless: a.) the Party to be indemnified promptly notifies the indemnifying Party in writing of such claim, suit or proceeding (except that the indemnified Party’s failure to provide the indemnifying Party with prompt notice of any such claim only shall relieve the indemnifying Party of its indemnification obligations to the extent that its ability to defend the indemnified Party against such claim is materially prejudiced by such failure); b.) the indemnifying Party has sole control of its defense and settlement; and c.) the indemnified Party, upon request of the indemnifying Party, cooperates in all reasonable respects; provided, however, that the indemnified Party may, at its own cost, participate in such claim, suit or proceeding. No settlement of a claim, investigation, suit, or other proceeding that involves a remedy other than the payment of money will be entered into by the indemnifying Party without the consent of the indemnified Party, which consent will not be unreasonably withheld.

11. TERMS FOR CONTRACTORS. The terms of this Section 11 shall apply to Contractors.

11.1 Contractor Service Offering. As a Contractor, you may create a listing on the Service for yourself and the services you offer; to offer your services thereby; and to accept offers from Clients to perform services on their behalf. You warrant that all information you provide in connection with your Contractor listing shall be accurate. You understand that Clients may post reviews onto your listing page including content such as internet URLs and images (“Client Content”), and that while you will be provided with an opportunity to respond to such postings, you may not be afforded an opportunity to delete or edit such content. You agree that Wakee shall have no liability for any Client Content posted to your Contractor listing.

11.2 Payment Provider. Wakee shall serve as your designated payment provider with respect to all fees (“Contractor Fees”) for services that you offer to Clients (the “Contractor Services”). Wakee may withhold and deduct fees due to Wakee from Contractor, fees due to Wakee for the provision of the Services. Such fees shall be as described on the Application and/or Website and may be modified by Wakee from time to time, at Wakee’s sole discretion, upon Wakee providing Contractor with thirty (30) days advanced written notice thereof. Attempting to arrange payment outside of the Services is in material breach of this Agreement. Payments shall be made to Contractors on a monthly basis.

11.3 Non-Circumvention. For a period of two (2) years from the date you first identify or are identified by a Client via the Services (the “Non-Circumvention Period”), Contractor shall use the Services as its exclusive method to request, make, and receive all payments for work directly or indirectly with that party, or arising out of your relationship with that party (the “Contractor Relationship”). If Contractor uses the Services as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to Contractor and other employees, agents, or representatives of the business when acting in that capacity with respect to the Client.

11.4 No Subcontractors. Absent Wakee’s prior written consent, Contractor shall not sub-contract the Contractor Services, or otherwise retain or direct and third-party to perform such Services.

11.5 Taxes and other Fees. Contractor shall be responsible for all taxes based on Contractor’s revenue. Wakee may charge applicable currency conversion fees. Contractor shall obtain any required documentation for proof of income directly from Clients.

11.6 Contractor IP Ownership. Contractor IP Ownership. Contractor owns, and hereby warrants to own, all worldwide right, title, and interest in and to its trademarks and service marks, and any intellectual property, including but not limited to images and text descriptions, posted to the Application and/or Website (the “Contractor Intellectual Property”). Contractor hereby grants to Wakee a non-exclusive, irrevocable, royalty-free, worldwide, transferable, sublicensable, perpetual license to use, display, reproduce, make derivatives from, and distribute the Contractor Intellectual Property as necessary to offer, display, operate, market, sell, and improve the services at Wakee’s sole discretion. Contractor shall indemnify Wakee against any third-party claim of infringement arising from or related to the Contractor Intellectual Property.

11.7 Confidential Information. By virtue of this Agreement, the Parties may have access to each other’s Confidential Information. “Confidential Information” means all information or knowledge provided by one Party, including such Party’s agents or contractors, to the other relating to this Agreement and the subject matter hereof, whether in physical or electronic form or pursuant to visits to premises and in any form or medium in which such information may be recorded or kept which: a.) if disclosed in writing, is marked as “confidential” or “proprietary”; b.) if disclosed orally, is summarized in writing by the disclosing Party and sent to the receiving Party within thirty (30) days of the initial disclosure; c.) that given the nature of the information or the circumstances surrounding its disclosure should reasonably be considered as confidential; or d.) that is Personally Identifiable. Confidential Information shall include, but not be limited to, trade secrets; documentation, reports and manuals, algorithms, ideas, concepts, methodologies, test data, test results, testing procedures and processes; technologies and software; techniques; business information; financial information; business plans; User lists; marketing information; sales plans; and/or sales projections. The terms and conditions of this Agreement shall be deemed the Confidential Information of both Parties and neither Party shall disclose such information except to such Party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers that have a bona fide need to know such information, provided that any such third-parties shall, before they may access such information, either a.) execute a binding agreement to keep such information confidential or b.) be subject to a professional obligation to maintain the confidentiality of such information.

“Personally Identifiable” means information that can be used, whether on its own, or in combination of other readily accessible information, to ascertain the identify of the subject to which it pertains.

11.8 Exclusions. Confidential Information shall not include information that: a.) is or becomes publicly known through no act or omission of the receiving Party; b.) was in the receiving Party’s lawful possession prior to the disclosure; c.) is rightfully disclosed to the receiving Party by a third-party without restriction on disclosure; or d.) is independently developed by the receiving Party, which independent development can be shown by written evidence.

11.9 Use and Nondisclosure. During the term of this Agreement, and for a period of five (5) years after expiration or termination thereafter, neither Party shall make the other’s Confidential Information available to any third-party or use the other’s Confidential Information for any purpose other than exercising its rights and performing its obligations under this Agreement. Each Party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement, but in no event will either Party use less effort to protect the Confidential Information of the other Party than it uses to protect its own Confidential Information of like importance. Each Party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with confidentiality obligations that are at least as restrictive as the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing Party must provide the non-disclosing Party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing Party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.

11.10 Indemnity. In addition to, and without in any way limiting, Contractor’s indemnification obligations arising from the Wakee Terms of Use, Contractor will defend, indemnify, and hold harmless Wakee and the Wakee Associates against any claim, suit, or proceeding arising out of or related to Contractor’s alleged or actual use of, misuse of, or failure to use the Service, including without limitation claims by Clients who have discovered, contacted, or otherwise became aware of Contractor via the Service.

12. GENERAL.

12.1 Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions.

12.2 Waiver. The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

12.3 Notices; Consent to E-mail. Wakee may send notices pursuant to this Agreement to User’s email contact points provided by User, and such notices will be deemed received 24 hours after they are sent. User may send notices pursuant to this Agreement to support@wakee.com.

You consent to receive e-mail, text, and instant messages from Wakee regarding the Services, including but not limited to messages regarding fees due, Contractor opportunities, Client matters, and the Services as a whole.

12.4 Severability. In the event any provision of this Agreement or its exhibit(s) is held to be invalid or unenforceable, the remaining provisions thereof shall remain in full force and effect.

12.5 Force Majeure. Wakee shall not be liable hereunder by reason of any failure or delay in the performance of its obligations on account of events beyond its reasonable control, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, Wakee will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and Wakee continues to use commercially reasonable efforts to resume performance.

12.6 Compliance with Laws. User agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States. To the extent any export laws, rules or regulations prohibit Wakee from complying with any of its obligations hereunder, such failure shall be excused and shall not constitute a breach of this Agreement.

12.7 Relationship Between the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. No employment relationship is created between any of the Parties by virtue of this Agreement or their use of the Service. Contractors are the independent contractors of the Clients who retain them and are not the employees of Wakee or the Client. The service is a marketplace, directory, and messaging platform only, and Wakee has no obligation to provide Contractor Services to any Client, or to assist any Contractor with respect to a dispute with a Client.

12.8 Assignment/Successors. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that Wakee may assign this Agreement to an Affiliate, to the surviving party in a merger of Wakee into another entity, or to an acquirer of all or substantially all of that Wakee’s business assets without such consent. This Agreement will be binding upon and inure to the benefit of the respective permitted successors and assigns of the Parties.

12.9 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement.

12.10 Non-Exclusive Remedies. Unless expressly set forth as an exclusive and/or sole remedy, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

12.11 Equitable Relief. Each Party acknowledges that a breach by the other Party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching Party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching Party may institute an action to enjoin the breaching Party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a Party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching Party may be entitled at law or in equity.

12.12 Third-Party Beneficiaries. This Agreement is intended for the benefit of the signatories and is not intended to benefit any third-party except as expressly stated herein.

12.13 Headings. The headings in this Agreement are for the convenience of reference only and have no legal effect.

12.14 Amendment. Wakee may amend this Agreement from time to time by posting an amended version on its Application or Website. Should said amendment materially affect User’s rights, Wakee shall either send User e-mail notice thereof or post conspicuous notice thereof on the Application or Website, not less than fifteen (15) days prior to the effective date of said amendment. User’s continued use of the Service following the effective date of an amendment will confirm User’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 12.14, Wakee may revise the privacy and acceptable use policies at any time by posting a new version at the website, and such new version will become effective on the date it is posted.

12.15 Copyright Complaints. Wakee respects the intellectual property rights of others and shall respond expeditiously to properly reported instances of infringement thereof. User agrees to report instances of alleged copyright infringement in accordance with 17 U.S.C. § 512(c)(3), or per other applicable law. Wakee reserves the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Wakee’s designated agent for receipt of notice of alleged copyright infringement on the Services is:

Designated agent: Copyright Infringement Notices

Address: Hameginim 53, Haifa, Israel, Email: support@wakee.com

If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by Wakee or the alleged infringer as the result of Wakee relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

Wakee has the right, but not the obligation, to monitor any materials submitted by you or otherwise made available on the Services, to investigate any reported or apparent violation of this Agreement, and to take any action that Wakee in its sole discretion deems appropriate, including termination hereunder.

12.16 Non-Circumvention. For a period of two (2) years from the date you first identify a potential Contractor (the “Non-Circumvention Period”), Client shall use the Services as its exclusive method to offer and make all payments for work directly or indirectly with that party, or arising out of your relationship with that party (the “Contractor Relationship”). If User uses the Services as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to User and other employees, agents, or representatives of the business when acting in that capacity with respect to the Contractor.

12.17 Personal Data. You are solely responsible for any personally identifiable data (“Personal Data”) you make use of or disclose in connection with the use of the Services. You hereby represent and warrant that your use and/or disclosure of said Personal data does not violate any third-party rights or any laws or regulations. In addition, you hereby represent and warrant that you have obtained or will obtain and maintain all necessary consents, approvals, and waivers to use and/or disclose said personal data.

12.18 CCPA and other Data Privacy Requirements. Wakee shall reasonably cooperate with you in facilitating data subject requests and rights required by applicable law. Wakee will provide immediate notification to you if Personal Data was, or Wakee reasonably believes to have been, acquired by an unauthorized person (a “Breach”). Wakee will reasonably cooperate with you in the event of a Breach, including sharing information relevant to the Breach.

You hereby grant to Wakee, and you represent and warrant that you have the right to grant, for the sole purposes of exercising Wakee’s rights and performing Wakee’s obligations under this Agreement on your behalf, an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide, transferable, sublicensable license to the Personal Data. To the extent that Wakee’s provision of the Services to you requires Wakee to grant a license in the Personal Data to a third-party provider, the scope of the license set forth in the foregoing sentence shall be deemed to include the rights necessary to enable Wakee to do so.

13. ARBITRATION AND CLASS ACTION WAIVER

Please read this section carefully. It affects your legal rights concerning any disputes between you and Wakee.

13.1 Any controversy or claim arising out of, relating to or connected with this Agreement, or the breach thereof, shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment confirming the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Any arbitration under this Agreement shall be administered by and held in the regional office of the American Arbitration Association selected by Wakee. The arbitrator(s) shall have no authority to award punitive damages, but may award equitable relief. The arbitrator(s) shall enforce the terms of this Agreement, and to the extent it is necessary and appropriate to go outside the terms of the Agreement to reach a decision, the arbitrator(s) shall follow the applicable law.

Any proceedings to resolve or litigate any dispute, whether in arbitration, in court, or otherwise, will be conducted solely on an individual basis, neither you nor Wakee will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you or Wakee acts or proposes to act in a representative capacity. You and Wakee further agree that no arbitration or proceeding will be joined, consolidated, or combined with another arbitration or proceeding without the prior written consent of you, Wakee, and all parties to any such arbitration or proceeding.

13.2 You may opt-out of the arbitration and class action waiver clause of Section 13.1 above by sending an e-mail in the below format with the below information to support@wakee.com within 30 days of your agreement to these terms. By doing so you agree to submit to the exclusive jurisdiction of any State or Federal court located in Haifa, Israel, and waive any jurisdictional, venue or inconvenient forum objections to such courts.

I agree to opt out of arbitration with Wakee.