NOOGATA PRODUCT – TERMS OF SERVICE

THESE TERMS OF SERVICE, INCLUDING ANY EXHIBITS AND ANNEXES REFERENCED HEREIN (COLLECTIVELY THE “AGREEMENT”), CONSTITUTE THE BINDING AGREEMENT BY AND BETWEEN NOOGATA TECHNOLOGIES LTD. AND ITS AFFILIATES AND SUBSIDIARIES (“NOOGATA” OR “COMPANY”) AND THE ENTITY EXECUTING THE CORRESPONDING ORDER FORM (“CUSTOMER”) (EACH, A “PARTY” AND COLLECTIVELY, THE “PARTIES”). BY CLICKING “I ACCEPT”, SIGNING THE APPLICABLE ORDER FORM OR OTHERWISE USING THE PLATFORM AND SERVICES, CUSTOMER ACKNOWLEDGES AND AGREES TO THE TERMS OF THIS AGREEMENT, WHICH ACCEPTANCE DATE SHALL BE DEEMED THE EFFECTIVE DATE OF THIS AGREEMENT.

1. 1. Access to the Platform
      1. Creating an Account. In order to use the Platform, Customer has to create an account (“Account”). Noogata shall approve an Account in its sole discretion following vetting and confirmation of any registration provided to it. Customer agrees to (i) provide accurate and complete Account and login information; (ii) keep, and ensure that Authorized Users keep, all Account login details and passwords secure at all times; (iii) remain solely responsible for the activity that occurs in Customer’s Account under its credentials including with respect of Customer’s Authorized Users; and (iv) promptly notify Noogata of any unauthorized access or use of the Account or the Platform occurring under its credentials. Noogata will not be liable for any loss that Customer may incur as a result of unauthorized use of the Account.
      2. Subscription. Subject to the terms and conditions of this Agreement (including payment in full of applicable fees) and for the Subscription Term, Noogata hereby grants Customer a limited, revocable, personal, non-transferable, non-assignable, non-exclusive, non-sublicensable license to access and use the Platform, solely for internal business purposes, all in accordance with the license scope set forth under the Order Form. If Customer wishes to add Authorized Users, change any Module or increase the scope of use in Customer’s license metrics, Customer may do so through the platform or through Noogata’s Customer Service, and such changes will become applicable for the remainder of Customer’s Subscription Term.
      3. User Permissions. The Services include tiered access permission in accordance with the applicable Module of Customer’s subscription package, all as set forth on the Noogata website. Customer will not allow the use and access to the Platform by third parties or anyone other than those Authorized Users permitted to access the Account in accordance with the applicable access permissions.
      4. Restrictions on Use. The Platform shall be accessed in accordance with their intended purpose and as detailed in the Noogata website, Documentation, or by any other written instructions of Noogata. Except as expressly permitted by this Agreement, Customer may not, nor permit anyone else to, directly or indirectly: (i) copy, modify, translate, create derivative works of the Platform; (ii) decompile, reverse engineer or disassemble the Platform and/or any components thereof or otherwise attempt to obtain or have access to the source code for the Platform; (iii) give, sell, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Platform to any third party, including, but not limited to Customer’s Affiliates, or use the Platform in any service bureau arrangement; (iv) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform; (v) use any robot, spider, scraper, or other automated means to access the Platform for any purpose; (vi) transmit or upload any viruses, spyware or other harmful, infringing or illegal content; (vii) use the Platform to develop a competing service or product, and any use by a competitor of Noogata shall be prohibited; (viii) export or re-export the Platform or underlying information or technology (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Lebanon, Iran, Syria or any other country to which the U.S. and/or Israel has embargoed goods and services; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders and/or (ix) use the Platform in any unlawful manner or in breach of this Agreement. Any right not explicitly granted to Customer is reserved to Noogata or its licensors. 

• Changes to the Platform. Noogata may add, enhance, upgrade, modify or discontinue any functionality, feature or tool available through the Platform in its discretion without further notice. If Noogata makes any material adverse change in the core functionality of the Platform, then Noogata will notify Customer by posting an announcement on the Noogata website, via the dashboard of the Platform or by sending Customer an email in accordance with the details provided in Customer’s Account.

1. 1. Support and Maintenance. Noogata offers maintenance and support services to Customer as part of its Services. Subject to payment of applicable fees, Noogata will maintain and support the Services in accordance with its standard support and maintenance services, as amended from time to time (the “SLA”). Please note that different service levels may be applied by Noogata with respect to various packages available as part of the subscription to the Services.

• Service Level Agreement (“SLA”)

1. 1. 1. Uptime – Noogata provides 99.9% uptime commitment for the Core Service as well as some priority support features to its Enterprise Plan (and above) customers, who are currently on their payment obligations.

• SUPPORT CHANNELS

All Noogata support channels are available 24 hours per day, 7 days a week, 365 days a year. Response time for support requests via Email and in-system channels is 1 US business day. 

1.  Email support – Noogata support team can be contacted through the contact form available at Noogata website or via the support email: support@Noogata.com. Please make sure to contact us via your email registered with your Enterprise Account. 
2.  Support within the system – a support icon allows the users to open a ticket, join a webinar or look for answers in the knowledge base.
3.  Training materials – training materials are available directly on the Noogata platform.
4.  Self-service knowledge base – tutorials, guides and articles on anything you need to know about the Service.

• ERROR RESPONSE TIME

1. 1.  Errors should be reported by Customer to Noogata through any of the support channels listed above. An “Error” means any incorrect functioning of the Service that is reproducible, and which results in the failure of the Service to operate in full compliance with the functionalities set forth in the documentation. Noogata shall define the severity classification of the reported Error and shall respond to the Error according to the response time set forth in the table below:

1.  “Response Time” means the period between the time when the Error was reported in full, and the time when an initial acknowledgement was published in the Status Page, the Sites, via the Service and/or by sending Customer an email by any of Noogata’s personnel.
2.  For Critical Errors Noogata personnel shall work on a resolution 24/7 until such Error is resolved, and Noogata shall send Customer a status report and/or publish updates on the Status Page, the Sites, via the Service, by email and/or by any other method designated for such purpose, every thirty (30) minutes.
3.  Noogata must be able to reproduce the reported Error in order to attempt to resolve it. Customer shall cooperate and work closely with Noogata personnel to reproduce the Error, including conducting diagnostic or troubleshooting activities as requested and appropriate. Also, subject to Customer’s approval on a case-by-case basis, Users may be asked to approve access to their user accounts, computers and/or network, for troubleshooting purposes for the Noogata personnel.

1. Service Unavailability is defined as the number of minutes in a given calendar month in which the Core Service was not available to Customer, excluding the exclusions set forth in this Section 4.4, as measured according to Noogata’s monitoring. “Core Service” is defined as the Noogata platform, and excluding without limitations: (a) the API; (b) add-ons, apps, widgets and/or Third Party Services integrated or otherwise interfaced with the Core Service, whether developed by Noogata or a third party; and (c) any products or features identified as trial, pre-release, pilot, alpha, beta or similar. The following shall not be regarded as a Service Unavailability event
   1.  Force Majeure. Where the Service was unavailable due to an incident which was not within the control of Noogata including unavailability caused by acts of God, acts of government, insurrection, war, riot, global health emergency, disease outbreak, explosion, nuclear incident, fire, flood, earthquake, global pandemic, unavailability of telecommunications and internet service due to general unavailability of telecommunication or internet service provider’s systems or other catastrophic event beyond the reasonable control of Noogata.
   2.  The Service was unavailable due to planned maintenance, provided that Noogata provides Customer at least three (3) days’ advance notice (by posting an announcement on the Status Page, the Sites, via the Service, and/or by sending Customer an email) that the Service shall be unavailable due to maintenance and/or upgrading.
   3.  The Service was unavailable (a) resulting from Customer’s and/or a third party’s software, network, links, products, services, widgets, apps, integrations, hardware or other equipment; (b) resulting from Customer’s or anyone on its behalf use of the Service in violation or in a manner not authorized in the Agreement; and/or (c) resulting from a Distributed Denial of Service (DDoS) attacks and/or other unlawful activity.
   4.  A duration of up to forty five (45) consecutive minutes in which the Service was available in a Read-Only Mode (a Read-Only Mode longer than forty five (45) minutes will be regarded  as Service Unavailability). “Read-Only Mode” is defined as a mode in which the Service is displayed but cannot be edited or modified.
2.  CHANGES TO THIS SLA – Noogata may modify this Service Level Agreement at any time, provided that if Noogata makes any changes that materially adversely decrease the level of service, then it shall notify Customer by posting an announcement on the Sites, via the Service and/or by sending Customer an email.

1. 1. Fees and Payment
      1. Fees.  Customer will pay Noogata the fees for the licensing package in accordance with the signed Agreement / Purchase Order. (the “Fee”). All fees are non-refundable and non-cancelable (NR/NC). Noogata reserves the right to change its fees at any time, and Noogata shall make reasonable efforts to provide notice to that effect to the Customer. No price adjustment shall affect a then in-effect subscription to the Services.  
      2. Payment Terms. Payment terms shall be in accordance with the Order Form.  All amounts not paid within fifteen (15) days of the due date shall bear interest at the rate of one and a half percent (1.5%) per month and in any case no more than 10% in the aggregate, or at the highest rate allowed by law, whichever is less.  
      3. Taxes. Unless otherwise stated in the Order Form, all amounts are exclusive of all taxes of any nature, including all sales, use, value-added, withholding or other taxes and fees, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, except for taxes based on Noogata’s net income, all of which shall be borne by Customer. 
   2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, SERVICES AND ANY REPORTS PROVIDED AS PART OF THE SERVICES ARE PROVIDED WITHOUT ANY OTHER WARRANTY. NOOGATA EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INTERFERENCE, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK ARISING OUT OF THE USE OF THE SERVICES AND REPORTS REMAINS WITH CUSTOMER. NOOGATA DOES NOT WARRANT THAT THE ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ERRORS ARE REPAIRABLE. NOOGATA WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, DATA LOSS, DATA CORRUPTION OR PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS, HOSTING PROVIDERS OR OTHER THIRD-PARTY INFRASTRUCTURE PROVIDERS. NOOGATA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE SERVICES OR THE RESULTS PROVIDED THERETHROUGH INCLUDING WITHOUT LIMITATION IN TERMS OF THEIR CORRECTNESS, USEFULNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CUSTOMER SHALL HAVE SOLE DISCRETION ON THE APPLICATION OF ANY RECCOMENDATIONS INCLUDED IN REPORTS PROVIDED TO IT BY NOOGATA. 
   3. Intellectual Property Rights
      1. Noogata IP. All right, title and interest evidenced by or embodied in, attached, connected, and/or related to the Platform, including without limitation any updates, upgrades, enhancements, modifications, improvements, derivative works thereof and Feedback, and all Intellectual Property Rights therein, are and shall remain solely owned by Noogata or its respective licensors (“Noogata IPR“). This Agreement do not convey to Customer any interest in or to the Platform other than a limited right to use the Platform in accordance herewith. Nothing herein constitutes a waiver of Noogata’s intellectual property rights under any law.
      2. Customer Data. Customer shall be the sole and exclusive owner of Customer Data and of the Reports. Customer is aware and hereby agrees that Noogata will collect and process Customer Data from the Marketplace, and such Customer Data shall be stored through Noogata’s Cloud Storage Service. For this purpose, Customer hereby grants Noogata and its affiliates with a worldwide, nonexclusive, right and license, to access and use Customer’s data in order to obtain, use and analyze Customer’s Data, all for the purpose of providing the Services solely to Customer. Customer represents and warrants that: (i) Customer owns or has obtained the consents and rights related to the Customer Data, and Customer has the right to provide Company the license granted herein to use such Customer Data in accordance with this Agreement; and (ii) the Customer’s Data does not infringe or violate any intellectual property right, proprietary or privacy or publicity rights of any third party. Customer has sole responsibility and liability with respect of any Customer’s Data. Customer is aware that Noogata does not provide any storage or backup services with respect of Customer’s Data. 
      3. Feedback.  Customer may provide Noogata with feedback regarding the Platform, including without limitation suggestions, ideas, bug notes and user experience testimonies (collectively, “Feedback”). Noogata may, in connection with any of its services or the Platform, freely use the Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise and Customer hereby assigns all right, title and interest in and to all Feedback to Noogata upon creation thereof.
      4. Usage Data. Usage Data includes aggregate, analytical or statistical data which is derived, created or learned from Customer’s use of the Platform which is not personally identifiable information (“Usage Data”). Noogata may collect and use Usage Data to develop, improve, support, and operate its products and services, and Noogata may use such Usage Data for providing the Platform and its related services, for development, improving the Platform and its service offerings and/or for statistical purposes, all to the extent such Usage Data has been aggregated and anonymized such that Customer, Customer’s Authorized Users or Customer’s end users cannot be identified. Such Usage Data is Noogata’s sole property. 
      5. Third Party Components. The Platform may include third party software components that are subject to open source licenses or pass through commercial licenses which shall be provided upon request. Any use of such third party components is subject solely to the third party terms applicable to such components. If there is a conflict between any such terms and the terms of this Agreement, then the third party terms shall prevail but solely in connection with the related third party components. Noogata does not make any representation, warranty, guarantee, or condition, and does not undertake any liability or obligation, with respect to any third party components.
   4. Confidentiality
      1. Each party may have access to certain non-public and/or proprietary information of the other party (the “Discloser“), in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and to any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (”Confidential Information”). Notwithstanding anything to the contrary, Noogata IPR is deemed as Noogata Confidential Information. Neither party shall have an obligation under this Agreement to maintain in confidence any information that it can demonstrate that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the Discloser; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of the Discloser’s Confidential Information; or (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall make best effort to provide prompt notice of such court order or requirement to the Discloser to enable the Discloser to seek a protective order or otherwise prevent or restrict such disclosure. Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the Discloser’s Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the Discloser except as expressly permitted under this Agreement. All right, title and interest in and to Discloser’s Confidential Information are and shall remain the sole and exclusive property of the Discloser. 
   5. Term and Termination
      1. Term. The term of this Agreement shall commence on the execution date of the applicable Order Form and will continue for the subscription period specified in the Order Form, as applicable (the “Initial Term”). The Subscription Term shall be automatically renewed for additional rolling periods  of equivalent length to the last Subscription Term (each, a “Renewal Term” and collectively, the “ Subscription Term”). Either party may provide a notice of non-renewal of the Renewal Term no less than thirty (30) days prior to the then in-effect Initial Term or Renewal Term. 

• Termination. A party may terminate this Agreement: (i) upon the other party’s material breach that is not cured within thirty (30) days after receiving written notice of such breach, except for breach of Sections ‎1.3, ‎6 and ‎7 which shall be deemed incurable; or (ii) upon providing written notice in the event that one or more of the following events occur(s): (a) appointment of a trustee or receiver for all or any part of the assets of the other party; (b) insolvency or bankruptcy of the other party; (c) a general assignment by the other party for the benefit of creditor(s); or (d) dissolution or liquidation of the other party. In addition, Noogata reserves the right at any time, in its sole discretion, to change, limit or suspend Customer’s access to Customer’s Account without prior notice, as may be necessary due to any breach of this Agreement, a change to Noogata’s business, any perceived risk to the Platform or other users of the Services, or other lawful reason.  

1. 1. 1. Effect of Termination. Upon termination of this Agreement, (i) all licenses granted under this Agreement shall expire, and Noogata will cease providing the Platform; (ii) each party shall return any copies of Confidential Information to the Discloser, provided however, that any of Customer’s Data (other than Usage Data) shall be immediately deleted by Noogata upon termination of this Agreement; and (iii) any outstanding Fees shall become immediately due and payable on the date of termination of the Agreement. If the Agreement is terminated by Customer for material breach, then Customer will be entitled to a refund of pre-paid pro-rated amounts with respect of unused Services calculated from the date of termination. Those provisions of this Agreement which by their nature should survive the expiration or termination of this Agreement shall so survive its expiration or termination, including without limitation, Sections ‎4.2, ‎5, ‎6, ‎7, ‎8.4 and ‎9-‎11.
   2. Limitation of Liability  
      1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOOGATA OR ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE, MALFUNCTION, FIRE, ELECTRICAL FAILURE OR SHORT CIRCUIT), OR LOSS OF PROFITS OR DATA OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF NOOGATA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
      2. NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR BREACH OF INTELLECTUAL PROPERTY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NOOGATA AND/OR ITS LICENSORS, ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID TO NOOGATA DURING THE 12 MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO DAMAGES.

• Indemnification. Noogata agrees to defend Customer from and against any and all claims alleging that the Platform infringes any Intellectual Property Rights of a third party. Noogata shall indemnify Customer against any damages and losses finally awarded in judgment or settlement as a result of such claim, including reasonable attorney’s fees. Noogata’s indemnification obligation shall be subject to the following: (i) Customer provides written notice of the claim to Noogata promptly after becoming aware thereof; (ii) Noogata has sole and exclusive control of the defense and settlement of the claim; and (iii) Customer shall provide reasonable assistance in the defense at Noogata’s expense. This Section 10 states Noogata’s sole and exclusive obligation and liability, and Customer’s sole remedy, with respect to the subject matter hereof. 

1. Miscellaneous
   1. Modifications. Noogata reserves the right, at its discretion, to change this Agreement at any time. Such change will be effective ten (10) days following sending a notice thereof to Customer or posting the revised Agreement on the Noogata website, and Customer’s continued use of the Platform thereafter means that Customer accept those changes.
   2. Publicity. Noogata may use Customer’s name and logo as a user of the Platform on its website, press releases, and other marketing materials and presentations.
   3. Governing Law/Venue.  This Agreement shall be governed by the laws of the State of Israel. Without regard to that state’s conflicts of laws rules. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate court sitting in Tel Aviv-Yaffo, Israel. 
   4. Assignment. Neither party may assign or otherwise transfer its rights or obligations under this Agreement without the prior consent of the other party, provided that either party may assign or otherwise transfer its rights or obligations herein to an Affiliate or in the event of transfer to a person or entity who directly or indirectly acquires all or substantially all of the assets or business of such party, whether by change of control, sale, merger or otherwise, without consent.  Any prohibited assignment, transfer or sublicense shall be null and void. 
   5. Entire Agreement. This Agreement and any exhibits hereto set forth the entire agreement and understanding between the parties.  For the sake of clarity, this Agreement shall not apply to licensees who have licensed the Platform through, and signed an end user license agreement with, a reseller or partner authorized by Noogata to resell subscriptions to the Platform, so long as such end user license agreement complies substantially with the terms and conditions of this Agreement. In such cases, Customer is granted a license in the Platform by and through the reseller and not directly by Noogata. 
   6. No Waiver.  The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect the right of such party at a later time to enforce the same. No waiver by any party of any condition or of any breach of any term contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or of any breach of any such term or any other term set forth in this Agreement.
   7. Severability.  If any provision of this Agreement is unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions contained in this Agreement invalid, inoperative, or unenforceable to any extent whatsoever.  The invalidity of any portion of this Agreement shall not affect the remaining portions of this Agreement.
   8. Force Majeure.  Noogata will not be liable for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including without limitation, natural disasters, acts of civil or military authority, fire, flood, war, labor shortage or dispute, public health emergencies, pandemic or governmental authority. 
2. Definitions. All capitalized terms used herein shall have the meanings set forth below:
   1. “Affiliate” shall mean any entity that Controls, is Controlled by, or is under common Control with Customer, provided that such an affiliate is not a competitor of Noogata. “Control” shall mean the ownership, directly or indirectly, of 50% or more of the voting interest.
   2.  “Authorized Users” means Customer’s employees and authorized consultants and subcontractors (excluding any competitors of Noogata) whose duties to Customer require such access to the Services.
   3. “Customer’s Data” all data, datasets and information provided, inputted or uploaded to the Service by or on behalf of Customer or otherwise integrated into the Platform via an API, including any data regarding Customer’s eCommerce operations within the Marketplace environment. Customer Data does not include any personally identifiable information of Customer. 
   4. “Intellectual Property Rights” shall mean any (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and/or (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
   5. “Order Form” means the written or electronic ordering document the Parties have signed and entered into in respect of the Platform, to which this Agreement is attached and incorporated. 
   6. “Marketplace(s)” means third party eCommerce marketplaces, advertising platforms and direct to consumer platforms.
   7. “Modules” means the modules, tools, and/or features of the Platform. 
   8. “Platform” means the Noogata proprietary SaaS-based platform, Noogata API and user dashboard, which provides an automated retail analytics and reporting stack for vendors operating on various eCommerce marketplaces and advertising platforms. The Platform includes the Documentation and any enhancements, improvements and modifications made thereto. 
   9. “Services” means any subscription to the Platform that Customer purchased by executing an Order Form, which may include various subscription plans with different Modules. 
   10. “Reports” means any reports and output data provided to Customer by Noogata through the Platform. Reports include analytics information, insights and tailored recommendations with respect of Customer’s eCommerce practices on the Marketplaces, as created on the basis of Customer’s Data. 

For more information, please contact Info@Noogata.com or visit Noogata.com