FRISS – MICROSOFT MARKETPLACE - SAAS TERMS PARTIES:    1. FRISS, the relevant FRISS Operating entity active in the region where the Client is operating, hereafter “FRISS”.    and    2. CLIENT, the legal entity that is authorized to engage with FRISS through the Microsoft Market Place hereafter “Client”    Parties sub 1 and sub 2 shall hereinafter be referred to separately as “Party” and jointly as “Parties”;    WHEREAS:   A. FRISS is the developer and distributor of a cloud-based platform with a fraud detection and risk management solution for insurance companies (hereinafter: the SaaS Service);  B. Client is a party interested in the SaaS Service and financial services company in the insurance or insurance related industry.;  C. Client wishes to procure a right to use the SaaS Service provided by FRISS in the form of software as a service (SaaS) and to receive ancillary services in relation to the SaaS Service;  D. Parties wish to lay down their respective rights and obligations in relation to this cooperation in this agreement.    HEREBY UNDERSTAND AS FOLLOWS:     Article 1. SaaS Service  1.1. The Parties agree that in order for FRISS to enable Client to use the SaaS Service, they must first enter into an agreement granting a license to Client, together with other standard terms and conditions that align with local laws and regulations (hereinafter the SaaS Subscription Agreement). The SaaS Subscription Agreement includes an acceptable use policy, Order document, SOWs, data processing agreement, service level agreement, etc. based on the geographic region of the Client.    1.3. Subject to the terms of the SaaS Subscription Agreement and the grant of license therein, FRISS shall enable Client and the permitted Users to remotely access and use the SaaS Service. Client shall be responsible for maintaining a sufficient IT-infrastructure, including internet connection and computers, in order to be able to use the SaaS Service in accordance with this license.  1.4. For the grant of additional rights in relation to the SaaS Services, such as the use of an additional module, Parties should enter into an additional order document, under the SaaS Subscription Agreement.   1.5. Client must at all times comply with the Acceptable Use Policy. Client will make the content of the Acceptable Use Policy known to all its employees and/or third parties engaged by Client who are involved in the usage of the SaaS Services.   1.6. Client shall not be entitled to give, (sub-)license, assign, transfer, white label or grant any other rights with regard to the SaaS Service to any third party, other than as directly follows from this Article 1, unless it obtains FRISS’s prior additional written consent.   1.8. FRISS is not responsible for checking the accuracy or completeness of the results that are generated with or while using the SaaS Service. Client itself shall regularly check the results of the SaaS Service, and the data generated from using the SaaS Service.  1.9. Client itself shall be responsible for the call to FRISS and the use of the results generated by FRISS. FRISS shall not be responsible for the quality of data or data files from an external source.      Article 2. General and Interpretation  2.1. The relationship of the Parties is that of independent contractors and nothing in this Agreement will be construed so as to constitute a partnership or joint venture or empower either Party to act for, bind or otherwise create or assume any obligation on behalf of the other and neither Party will hold itself out as entitled to do the same, unless expressly provided otherwise in this Agreement.  2.2. In the event of any conflict or inconsistency between the provisions of any of the documents or agreements, then unless the Parties expressly agree otherwise, the following descending order of priority will apply to the extent of such conflict or inconsistency:  i. the SaaS Subscription Agreement  ii. this Agreement (including Annexes);  2.3. If any provision of the Agreement would be held to be illegal, unenforceable or void, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. Parties will then mutually agree upon a new provision that will approximate the contents and scope of the original provision, without becoming illegal, unenforceable or void itself.  2.4. Client is not entitled to transfer its rights and/or obligations set out in this Agreement, or this Agreement in its entirety without FRISS’ prior written consent.  2.5. FRISS has entered into this Agreement also for the benefit of its group entities, which means that the terms and conditions in this Agreement shall be applicable on any relationship between any of its group entities and Client.     2.6. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and cancels and supersedes any other understandings and agreements between the Parties with respect to the subject matter of the Agreement, whether written or oral.  2.7. Except as otherwise expressly permitted or specified herein, this Agreement will not be amended or supplemented except by a written document that is mutually signed by the authorized signing officers of each Party.  2.8. This Agreement shall be governed by, construed and enforced in accordance with the applicable laws of the jurisdiction where Client’s principal place of business is located as of the Effective Date hereof, without regard to its rules on conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.    2.9. On the Effective Date, all parts of this Agreement, including (where applicable) all schedules and annexes will form the complete Agreement.    Article 3. Contracting process  3.1. Client will request from FRISS through: sales@friss.com all relevant Agreement documents applicable to the region where Client is located.  3.2. Client agrees to provide all relevant information to complete the Order Document, Statement of Work and where applicable the Data Processing Agreement.