1. Services and Support

Fintech Solutions Ltd (“Company”) is a software development company dealing in providing software solutions, inter-alia, in relation to development, design and implementation of the web presence for companies and the provision of back office solutions and CRM integrated with third party technologies. The Company does not provide nor offers any kind of financial, investment, brokerage, trading, hosting and data feed services in any local or international currency or stock market. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services.

2. Restrictions and Responsibilities

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company, its officers, directors, shareholders and successors-in-title and assigns against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services irrespective whether it is involving a third Party claim or not. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. Confidentiality; Proprietary Right

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services and includes personal data of the Customer’s Users (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Company as part of the Services. Company shall own and retain all rights, title and interests in and to (a) the Services, System and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. Payment of Fees

Customer will pay Company the then applicable fees described in the Order Form the Services Fees in accordance with the terms therein (the “Fees”). Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). Company shall bill the Customer through an invoice, in which case, unless indicated otherwise by the Company full payment for invoices issued in any given month or quarter must be received by Customer within Ten (10) days after the mailing date of the invoice. Unpaid amounts are subject to a penalty charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services and the payments due. Any payments made in accordance with this Agreement are not refundable.

5. Term and Termination

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability and indemnification.

Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. Limitation of liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, DIRECTORS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY (E) FOR ANY ACTS OF 3rd PARTIES IN HACKING USING ANY CUSTOMER DATA, AND IN PARTICULAR PERSONAL DATA ABOUT THE CUSTOMER’S USERS FROM THE COMPANY’s SYSTEM (F) FOR ANY LEGAL ACTIONS AND/OR THIRD PARTY CLAIMS ARISING FROM THE RELATIONSHIP BETWEEN THE CUSTOMER AND THE CUSTOMERS’ USERS, CLIENTS OR ANYONE WHICH OBTAINS THE CUSTOMERS SERVICES OR PURCHASES ITS PRODUCTS (G) FOR ANY LOSS OF INCOME, BUSINESS< PROFITS, OR ANTICIPATED SAVINGS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OF THE SERVICES, SYSTEM OR SOFTWARE (H) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OR CORRUPTION OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS ARISING OUT OF USE OR INABILITY TO USE THE SYSTEM OR THE SERVICES. IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT.

8. Incidental Consultation

In the course of providing Services to the Customer, the Company may provide recommendations, suggestions, opinion, marketing ideas etc., which are outside the scope of the Services (“Incidental Consultation”). Incidental Consultation is incidental to the Services provided under the Agreement and is made on a good-will basis, at no cost and with no warranty of any kind whatsoever in connection to such Incidental Consultation. The Company shall have no responsibility for the consequences of relying or acting upon Incidental Consultation and any act or omission of Customer made upon Incidental Consultation is at Customer’s own and full responsibility. Notwithstanding the generality of the above, the Company specifically states that it does not consult nor represent that it has the knowledge to consult with regard to the compatibility of the Services to any applicable law or regulations dealing with the distribution of financial data and analysis. The Customer acknowledges that it shall seek professional legal advice with respect to its operations, and the use of the Services for the Customer’s business.

9. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without Customer’s consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Israel without regard to its conflict of laws provisions. The courts of law of the State of Israel shall have exclusive jurisdiction over any dispute arising under and by virtue of this agreement. The Company has the right to revise and amend this Agreement from time to time to reflect changes in market conditions affecting the Company’s business, changes in technology and changes in the Systems capabilities. The Company will endeavour to provide the Customer with prior written notice of any proposed changes to this Agreement sufficient time ahead, and the Customer can choose to terminate the Agreement before the new terms come into effect. Neither Party shall be responsible for delays or failures in performance resulting from event of Force Majeure. “Force Majeure” means: an event or series of events not under the reasonable control of the Party affected, which affects that Party’s ability to perform any of its duties according to the Agreement, including failures affecting the ability to use the System and Services due to delay in communications and/or failure of the internet, power failures, computer crashes or any other technical failure, whether originated at the telephone companies, the various telecommunication lines, ISP computers, and including any event or series of events commonly and reasonably considered as Force Majeure, for example: industrial disputes affecting any of the Parties, riots, terrorist attacks, war, changes of law or regulations, disasters (natural or caused by man) such as fire, floods, explosions etc. provided that if such Force Majeure event continues for a period of 14 days or more, Customer shall have the right to terminate this Agreement with immediate effect. In case the Client terminates on the occurrence of a Force Majeure event, the Client shall in any case be liable to make payment for all Services rendered to it.