IT Business Main Footer - JINNOVATE Jerusalem

All references in this Agreement to Participants of the male gender are used for convenience only and shall be construed to include both male and female Participants.

The purpose of the Program is to support and accelerate the early growth of the venture Participant choses to develop and promote during the Program, which is the subject of the application submitted by Participant to Jinnovate (the “Venture”), by way of making available to the Participant certain services, resources and benefits.

By being admitted to the Program and/or signing this Agreement, Participant agrees to be bound by the terms of this Agreement as well as Jinnovate’s internal policies and code of conduct, in effect from time to time (the “Guidelines”).

The Program will extend over a period as indicated in Exhibit A (the “Term”), commencing on the date set forth therein. The Term may be extended by mutual written consent of the Parties, and may be shortened or suspended by Jinnovate at its sole discretion.

As a participant in the Program, upon signing this Agreement, during the Term, Participant will have access to the services and benefits outlined in Exhibit A (the “Benefits”).

Participant shall take an active part in the Program and devote such time as may be required to complete any task or assignment, including attendance in at least 85% of the total events and/or group and individual meetings that Jinnovate will hold for Program participants during the Program (including meetings with consultants and mentors). Participant will provide Jinnovate reasonable advance notice in case of its/his inability to attend any meeting or event.

During the Program, Participant shall act in a professional and courteous manner and shall refrain from engaging in any illegal, unethical or inappropriate behavior. If, as part the services provided to Participant during the Program, Participant will use office space of Jinnovate (or any of its affiliates or partners), then Participant understands that such use is under permission, not a lease. If as part of the Benefits provided to Participant, Participant will use any equipment and/or products and/or facilities made available by Jinnovate (or any of is affiliates or partners) (the “Facilities”), Participant shall comply with any instructions, limitations or constraints under the Guidelines or otherwise communicated to Participant in relation to the Facilities. Participant will: (i) assume the risk of and take all reasonable precautions to protect any and all Facilities used by Participant against, loss, damage, or theft; (ii) adhere to any user instructions for the Facilities; and (iii) not allow any third-party access to the Facilities without Jinnovate prior written consent (on a case-by-case basis). Participant shall use any resources provided by Jinnovate in a responsible and appropriate manner. Jinnovate may also require Participant to sign separate agreements regarding access to the Facilities or

Jinnovate’s employees and service providers (“Jinnovate Team”) will be entitled at any time during the Term to engage in discussions with Participant and/or its/his staff on matters related to Participant’s participation in the Program, including, without limitation, the progress of the Venture’s. The aforementioned may include, but is not limited to, Participant’s provision of information, materials or data to Jinnovate Team. Participant shall also promptly provide Jinnovate, from time to time, with progress and mentorship reports as requested by Jinnovate.

Nothing herein shall alter Participant’s rights to any ideas, know-how, code, systems, products, inventions, developments, specifications, or other materials or data independently developed or created by Participant during the Program (collectively, “Work Products”) which, as between Participant and Jinnovate, shall be solely owned by Participant. All information, or other Work Products that Participant provides or discloses to the Jinnovate Team, including feedback, Marketing Materials, is on a voluntary basis. Participant also acknowledges that Jinnovate is not granting any licenses, covenants or other intellectual property rights whatsoever as a result of its/his participation in the Program, or Participant’s implementation of any advice or suggestions from Jinnovate, unless agreed otherwise by the Parties.

Jinnovate will keep confidential any confidential information related to Participant’s Venture which Jinnovate may receive from Participant during the Program and will not disclose such information to any third party without Participant’s express written consent (unless provided otherwise in this Agreement or other than for the purpose of performing Jinnovate’s duties and providing the Benefits). Participant agrees that Jinnovate may disclose Participant’s data to one or more third party suppliers/service providers from among Jinnovate’s partners in order to enable them to offer and provide services/goods to Participant.

During the Term, Participant undertakes not to bring onto the premises of Jinnovate, nor make any use of the intellectual property or confidential information of any third party, including a previous or current employer, without permission and without obtaining their express written consent.

Participant grants its/his permission to Jinnovate to publicize, including through promotional materials, such as case studies, articles and videos (“Marketing Materials”) its/his participation in the Program. Participant agrees to cooperate with Jinnovate in its promotion of Participant’s participation in the Program. Participant hereby provides its/his consent to such public release of Marketing Materials relating to it/him and/or its/his Venture. Participant grants Jinnovate a nonexclusive, nontransferable, royalty free, limited license to use its/his trademarks and service marks, trade names, designs, domain names, logos, and other business identifiers (“Trademarks”), and to publish, use, reference, and display Participant’s name and other information, including but not limited to names, or pictures of, related to, and about Participant, in Marketing Materials. Participant represents and warrants that Jinnovate’s use of the Trademarks will not violate any law or regulation and will not infringe or otherwise interfere with any third-party rights. Participant will defend, indemnify and hold Jinnovate (and its affiliates, shareholders, officers, employees and directors) harmless from any third-party claims (including, without limitation, reasonable attorney’s fees and costs) that may arise based on Jinnovate’s use of the Trademarks.

Participant represents that, to its/his best knowledge, Participant has complied with and will make all reasonable efforts to continue to comply with, all applicable laws and regulations and will obtain all applicable permits and licenses in connection with its/his obligations hereunder. Participant will defend, indemnify and hold Jinnovate and its affiliates and any of their respective its shareholders, directors, employees and officers harmless from any third-party claims (including, without limitation, reasonable attorney’s fees and costs) relating to its participation in the Program (except to the extent resulting from Jinnovate’s gross negligence).

Participant is responsible for all of the taxes it/he is legally obliged to pay resulting from receipt of the Benefits (if any), including but not limited to any value added tax applicable to any consideration provided to Jinnovate hereunder. Jinnovate is not liable for such taxes (other than taxes applicable to Jinnovate), and Participant will indemnify, defend and hold Jinnovate harmless from any such taxes, claims and costs (including legal fees) related to such

Participant acknowledges that it/he is the sole employer of its/his personnel. Participant will continue to remain solely responsible for complying with all employment-related laws between it/him and its/his personnel and for its/his personnel’s salary and benefits and all related Nothing herein creates any employment relationship, partnership, joint venture, or agency relationship between the Parties or Jinnovate and Participant’s personnel. Participant will be responsible for any damage caused to any of its/his personnel as part of their participation in the Program and Jinnovate will not be held liable for same.

Jinnovate does not recommend and/or endorse any third party who will provide Participant advice or consultation or any other third-party service or products through the Program and Jinnovate shall not be liable for any engagement, advice, product, information or services Participant may choose to obtain from such third party, regardless of whether Jinnovate has directly or indirectly funded or facilitated such services/products. Jinnovate will not be deemed a party to any relationships Participant establishes with any such third parties, and Participant shall be solely responsible for having the requisite agreements in place with such parties.

There is no assurance that Participant will be satisfied with its/his participation in the Program, nor do Jinnovate provide any assurance of the Benefits available to Participant thereunder. Participant’s effort and resulting performance in the Program is its/his sole responsibility and under its/his sole Benefits are provided on an “AS IS” basis and without warranty of any kind, and Participant’s utilization of the Benefits are at its/his own risk. Jinnovate disclaims on its own behalf and on behalf of its affiliates and suppliers all other representations, warranties, and conditions, whether express, implied or statutory. This disclaimer includes, but is not limited to, any warranties of merchantability, satisfactory condition or quality, fitness for a particular purpose, accuracy, completeness and timeliness. Without derogating from the foregoing, Participant agrees that Jinnovate shall not be held liable for any loss, damage, theft, or disappearance of property that Participant brings into the Jinnovate premises, unless the above is the result of Jinnovate’s gross negligence.

Participant is solely responsible for all claims, liabilities and damages arising from or in connection with its/his delivery of goods, software or services to its/his customers, including all customer Participant acknowledges that it/he is not relying on any oral or written statements from Jinnovate when making decisions regarding the development, manufacturing, business strategies or marketing plans of any its/his products or services, or regarding any investment in the Venture.

Except for any breach of confidentiality (in Section 10), the only remedy that Participant has from Jinnovate for any claim arising out of or related to this Agreement is to terminate its/his participation in the Program.

Jinnovate shall not be liable to Participant for any loss (direct or indirect, and whether caused by act, or omission) of profits or data, and/or for any other indirect, consequential, punitive, incidental or special damages arising out of or related to this Agreement and/or Participant’s participation in the Program, even if Jinnovate has been advised of the possibility of such damages. In no event shall Jinnovate’s total liability for any claims arising under or relating to this Agreement exceed the sum of $100.00.

Either Party may end Participant’s participation in the Program at any time upon fourteen (14) days prior written notice. Jinnovate may terminate Participant’s participation in the Program, effective immediately in the event of Participant’s breach any of the provisions of this Agreement (including, the Jinnovate Guidelines). Neither party will be responsible to the other party for any costs or damages that result directly or indirectly from such termination. Participant’s rights to the Benefits will expire upon any termination of its/his participation in the Program. In the event that Participant’s participation is terminated by Jinnovate due to a breach of this Agreement by Participant as set forth in this Section 21, Jinnovate may request that Participant cease to reference its participation in the Program to the public, and Participant shall comply with such request.

The Parties are independent contractors hereunder, and in no case will this Agreement or the relationship between the Parties constitutes that of employer and employee, principal and agent between either party.

Participant represents that it/he has the full right and power to enter into this Agreement, and that its/his performance hereunder will not violate any agreement or obligation with any third party. Participant represents and warrants that there exists no agreement or restriction which would interfere with or prevent it/him from entering this Agreement and/or participating in the Program.

Participant agrees to acknowledge and reference their participation in the Program in its promotional and business development material, including, in investor pitch decks and websites, with prior coordination with Jinnovate. This acknowledgment shall include Jinnovate’s name, logo and a statement indicating its/his participation in the Program (subject to Jinnovate’ branding guidelines). Participant is prohibited from sharing any recordings or materials from Jinnovate or its experts and mentors without explicit permission from Jinnovate.

Participant hereby acknowledges that Jinnovate reviews the business plans and related proprietary information of many ventures and startups, including ventures which may have products or services competing with those of the Venture. Nothing herein shall preclude or in any way restrict Jinnovate from participating in, or supporting, any particular venture whether or not such enterprise has products or services which compete with those of the Venture and Participant shall have no claim in connection therewith.

This Agreement (and the Guidelines) constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior understandings/agreements between them, oral and written, relating to the subject matter hereof. This Agreement may not be amended or supplemented except by a written instrument signed by the Parties. For avoidance of doubt, Jinnovate may change the Guidelines, from time to time, at its sole discretion. This Agreement and any matter related thereto shall be governed by and construed in accordance with the laws of the State of Israel. Any dispute hereunder shall be submitted to competent courts in Jerusalem.

Program Term:	From April, to December 31, 2025.
Services & Benefits:	Capacity Building, Mentorship, Education, Networking, Access to Finance, Workspace, Marketing and PR Support, Business Models, MVP, Demo Day, workshops, Conferences; access to third party service providers (eg. legal counsel, accountant etc.), and more.
Additional Terms:	Participant agrees that Jinnovate shall have the right to appoint one individual as either (as it may elect) a board member or an observer to its board of directors (if Participant is incorporated) or to the board of directors of the company to be incorporated by Participant through which the Venture will operate (if Participant is an individual), in each case, until the Participant/Startup raises its first round of financing from a third-party investor. The Participant/Startup shall amend its organizing documents as necessary to effectuate the aforesaid right. In the event Jinnovate exercises its right to appoint an observer as set forth above, (i) such observer shall be entitled for the appropriate rights and access to information typically afforded to members of the board; and (ii) the Startup shall provide the observer with all notices and materials that are made available to other board members, ensuring that Jinnovate’s observer is fully informed of all relevant matters. The “Startup” shall refer to the company through which the Venture will operate, and where the Participant is a corporate entity, “Startup” shall mean the Participant.