License Agreement for Platform Use

This agreement is between Y-TECH ICT LTD ("The Company") and you, the license owner, who meet the threshold conditions specified in the following section ("License Owner", "You", "You are", "Yourself", "Your").

Important! This agreement is a legal binding contract between yourself and the company, and as such, it can be enforced. By using the license, opening an account, pressing the "register" button (in all forms and languages it may be presented), entering the service or using the platform or any part of it, you are aware, declare, and confirm that you have read this agreement, and that you understand it and agree to be legally bound to it and all its parts and conditions.

If you do not agree with the content of this agreement, do not install, or use the services, or any part of them, provided as part of this agreement.

This agreement constitutes all the understandings and agreements between the parties, including their consent to the agreement as a whole and all its parts. This agreement supersedes and replaces any other understanding or agreement, whether oral or in writing, performed prior to this agreement. If the parties have previous understandings, including previous documents that were made prior to this agreement, these documents and agreements shall be adjusted and interpreted fully and as may be required to fit this agreement.

The license owner declares and is obligated as a prerequisite for the validation of this agreement that:

A. He employs a minimum of 5 IT field professionals specializing in systemic systems such as Microsoft, Linux and/or have knowledge in communications.

B. The license owner has an annual turnover of at least NIS 2 million.

C. The license owner is a company and/or controlling person and/or freelancer providing systematic services, consultation, and integration of IT solutions and/or development and/or provides software services to business clients.

The license owner shall inform the company immediately if during the license period he fails to meet said conditions.

The Company reserves the right to change the above conditions at its sole discretion, at any time and without notice. The license owner waives any right to claim in respect of the above conditions and / or the changes that will replace them. .

1. Definitions

"The Platform" is a unique system owned by the company that allows the use of services and resources regarding integration, communication, servers, information security, and management of IT systems as specified below and subject to the provisions of this agreement.

"Services". The services under this agreement mean storing virtual servers, IPVPN communication services, Internet services, information security, Anti DDOS, redundancy, backup, control center, expert hours, consultation hours, support center and any other third party service that can be acquired as part of the platform use and shall serve you under this agreement.

"Resources". Resources according to this agreement can include different resources, including processing abilities, RAM memory volume, disk space, disk performances reading/writing, number of servers, number of networks, number of IP addresses, bandwidth, IPVPN connections, and internet connections.

"The company services" mean the platform, the services, and the resources together.

2. The License

A. The license given by the company. From the date the license owner made a user account for use of the company's services (" the effective date"), and subject to the payment conditions specified in Section 3 below, the company provides you with a license that is exclusive and non-transferable. The license owner is permitted to use the company services only in accordance with the provisions and user terms given to him by the company. It should be clear, that as part of the rights given to you in this agreement you agree and are aware that some of the conditions might be updated or altered by the company every now and then and these updates or changes will not require your consent.

B. Registration and account. Upon registration to the company services, you are required to: (a) agree to provide reliable, full, and accurate information about yourself, under the license registration form ("information fill-out form"); (b) update the information fill-out form, if necessary, in an accurate manner. You declare that you are not in violation of rights belonging to any third parties. Additionally, you are obligated not to create a user name under false identity or information. It is your sole responsibility to safeguard the user name and password you use to access services under this agreement and not to share them with any third party. You are responsible for all activities originating from the user account you opened, regardless whether you agreed and authorized this activity or other. You must inform the company immediately on any unauthorized use in your account. Use of company services may require a User Key that will limit the use in accordance with what was agreed between the parties and paid. Without limiting the aforementioned, the company shall have the full right to cancel the entry to company services if you install and activate any of them in an unauthorized manner.

C. Use Restrictions. Unless determined otherwise in the agreement, you will not permit or allow any third party: (a) to reverse engineer, translate, disassemble, reprogram, change in any way the platform, or any part of it; (b) remove or change any of the company's trademarks or any other proprietary right, that appear as part of the platform; (c) use the company services or other services not in accordance with the conditions of this agreement; (d) copy the services in such a way that will allow more than one use per license; (e) copy, reinstall in such a way that will allow a third party to use the services without a license; (f) allow access to review, assessment, planning, modification or any other way designed to create a program that performs identical or similar functions to the functions performed as part of this agreement; (g) use the company services through unauthorized software, copies, or in collaboration that violates the license terms of other software; (h) use the company services unlawfully; (i) perform through the company's services any act or default that are unlawful; if it is brought to the attention of the company that the license owner does not act in accordance with the use restrictions specified above or in an unlawful manner, the company has the right to immediately revoke the license given to him, and the license owner will not have any claim and/or demand due to or in relation with this cancellation.

D. Proprietary rights. You confirm and agree that the platform shall always remain the sole property of the company, which could be protected by international laws for patents, copyright, trademarks and commercial secrets, as well as international treaties. Additionally, you declare and agree that all the rights including ownership of the platform and any intellectual property related to it will solely remain the intellectual property of the company.

E. Third party software and services. Through the platform, you will be able to purchase third party licenses and services. The company is not responsible in any way for the quality of third party products and services and purchasing them is at your own risk after making sure they meet your needs. It should be clear that the company does not provide any support regarding products and third party services offered through the platform.

3. Payments

A. Trial period. On "Premium" level only, for 30 days from the effective date, the license owner can use the company service, in accordance with the restrictions and provisions specified in this agreement, without cost. It should be clear that during the trial period, there shall be a warranty restriction as specified in Section 6 below and restriction of liability as specified in Section 9 below. Until the trial period ends, the license owner shall inform the company if he is interested to continue using the company services. If the license owner informs the company he does not wish to continue using the company services, or shall fail to inform the company on his decision, at the end of the trial period, the company shall revoke the license provided to the license owner, and all the materials, which include mail and/or files and/or any type of material kept on the company systems as part of the possibility to access the company services at the trial services shall be deleted within 7 days from the end of the trial period without any advance warning, and the license owner shall have no claim and/or demand due to or in relation to this deletion. It should be clear that it is possible that during the trial period services such as support, maintenance and consolation shall not be provided.

The trial period is for "Azure ICT Platform for Integrators" on premium level only. Terms and conditions may change at any time at its sole discretion of the Company and without prior notice.

B. If the license owner informs the company that he is interested to continue using the company services, he will be obligated to continue his contract with the company to receive the company service for the period specified in the service order terms which will be no less than a 12 months period, starting at the end of the trial period. In addition, he shall pay the company the sum specified in the offer issued by the company for the said contract ( "service order"). It should be clear that a license owner, who joins by a date the company decided on, and commit to a period of at least 12 months, will be entitled to two months (2 months) without pay from the first 12 months of which the license owner has committed. The license payment shall be as specified in subsection C below, and as specified in the service order terms;

C. Paid services. The license owner shall pay the company monthly the following payment: payment for the company services include, among other things, minimum quantity of resources (as defined by the following term) on "Premium" level only, that can be used by the license owner, and a changing pay for resources used by the license owner throughout the passing months in a quantity surpassing the minimum quantity (together herewith: "the payment"). Regarding the use of resources by the license owner as said, the following rules shall apply (1) the license owner could use resources in the monthly quantity specified in the service order ("minimum quantity"); (2) the license owner could increase the quantity of resources he uses, at any time, per his choice with additional payment according to the company rates; (3) the license owner could decrease the quantity of resources he uses to the minimum only if such change shall be executed once a month, on the monthly billing date. Each payment provides the license owner one license (1) to access the company services, subject to the conditions specified in this agreement and service order, for the period of commitment (as specified below). For the avoidance of doubt, it should be clarified that the copyright and the proprietary rights to the platform and all its components shall remain the sole property of the company.

D. The payments under this agreement shall be linked to the consumer price index or USD, as is determined by the company in the service order terms.

E. The license for using the company services shall be provided to the license owner, subject to the payment conditions specified in subsections A-B above, in an irrevocable undertaking as determined in the service order terms, which shall begin on the effective date or at the end of the trial period, based on interest ("the commitment period").

F. Throughout the commitment period, each payment shall be transferred to the bank account whose details shall be provided by the company to the license owner, using a monthly standing order. You hereby agree and confirm that payments for the commitment period shall be paid in full to the company in any way and they are non-refundable under any circumstance.

G. Delay in payment. If the license owner had not paid the due payments he is obligated to pay according to this agreement on time (" delayed due payments"), the company is entitled to send the license owner a written warning that the license owner is required to pay the delayed due payments within 7 days from the date of the warning ("last due date"). If the license owner do not pay the delayed due payments until and no later than the last due date, the provisions of Section 7D below shall apply. It should be clear that delayed due payments, shall be liable to interest and linkage differentials until they are actually paid, and additionally the license owner shall be liable to any expenses caused to the company since the delayed due payments were not provided on time.

4. Backup

The company service do not include data backup unless specified otherwise in the service order, and it is subject to payment to the company by the license owner for the said services, all under the terms specified in the service order.

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5. Confidentiality Obligations

A. General. "Confidential information" means any information that is confidential, secret, technical, business or proprietary that is disclosed to you by the company, directly or indirectly. This information is unlimited and may contain information regarding the company services, information on the company's business strategies, procedures, methods, secrets, knowledge, pricing, technology, software, products plans, characteristics, relationships with third parties, clients list, information regarding employees, suppliers, company consultants and partners.

B. Use in the confidential information. The license owner shall handle the information he received from the company with maximum confidentiality and will not use this information in any way other than the one made in this agreement explicitly or any other way set in writing. The license owner shall not make unauthorized use, disclose, copy, or misuse the company's confidential information and shall not disclose such information to any third party. Without limiting the above mentioned, the license owner shall do his best, and at least use the effort and means he uses for his own confidential information, to prevent disclosure and a leak of the company's confidential information (and no less than the efforts and means customary in the market).

C. Irregularities. The confidential information shall not include information: (a) available to the public, or becomes available to the public throughout the agreement period, not by action or by default; (b) which was disclosed by an order or demand of a court, administrative authority, or other governmental body. The license owner shall provide the company with an immediate written notice regarding such disclosure allowing the company to request an injunction or act in a different way to prevent such disclosure. In this case, the license owner shall disclose only some of the confidential information that the company is required to submit according to the law.

D. Reliefs. In case of violation of one of the obligations set in this agreement regarding confidentially or unauthorized use of it, the company shall be entitled to receive any relief that could protect the company interests, including an injunctive relief.

E. Per company request, and upon termination of this agreement, the license owner shall eliminate, remove, or immediately return, based on the company's decision, all physical copies, if such were given, that were a part of this agreement.

F. Privacy Policy. The license owner confirms and agrees that the use of company services are subject to the privacy laws and relevant treaties in accordance with the jurisdiction in which the use takes place. The license owner's use of company services, confidentiality of data, collecting information or identifying it is the sole responsibility of the license owner. The license owner is responsible for all his actions or defaults toward a third party in this matter.

G. Publication. The company will be able to: (a) use the name of the license owner for internal or external purposes in relation with the marketing and sales materials of the company; (b) after three months from the effective date, conduct a study for internal and external needs, with reasonable assistance of the license owner for marketing needs.

6. Warranty Restriction

A. During the trial period – the company shall not be liable under any circumstances, to any punitive, special, indirect, accidental or consequential damage (including, and without limitation, loss of data) in any way deriving or related to use or inability to use the company services or software, whether explicitly or not at all, including a guarantee that the company is suitable for certain goals. The company does guarantee that the use of company services shall be without interferences or errors.

B. Throughout the commitment period, other than the trial period – the company is responsible only for the quality of the platform and the services it provides as specified in the service order and subject to the specified in subsection C below and only if the platform quality and software were damaged following a problem originating in the function of the company systems. The company liabilities as said are to provide its best efforts.

C. General lack of liability – the company is not responsible for any kind of damage, including indirect damage, consequential or non-pecuniary caused to any third parties, related directly or indirectly to the function of the product/service of the license owner whether provided based on the platform and company services or in another fashion ("license owner services") and/or for providing and/or not providing services to the license owner and/or termination of an offered service by you as part of the license owner services, and consequential damages that might take place following the use of the license owner services. You shall have no claim, demand, and/or request toward the company for any damage, loss, payment, expense or loss of profit that you may suffer due to the use of the owner license services. It should be clear that the parties agree that lack of liability according to this section is unlimited in time. If for any reason it is determined that this exemption section is void, the compensation sum paid by the company to the license owner for damages shall not exceed the accumulative sums the license owner paid to the company in the month prior the damage for the decided services alone, without consideration of one-time purchases of software/hardware or anything else. The license owner hereby confirms that the risk distribution in this section is reasonable considering the services and their nature.

D. Liability for using the platform and company services. It should be clear that the company is not responsible for the use the license owner does and/or anyone on his behalf does in the platform and company services. In light of the aforementioned, it should be clear that damage or loss caused from action and default whether due to negligence, intentionally or in good faith by the license owner and/or anyone on his behalf to the data and/or any other information of the license owner on the platform is the sole responsibility of the license owner. The company is not liable for any action or default as mentioned. It should be clear that the license owner takes the risk that in such a case, the company might not be able to restore lost data with reasonable means, with pay or without pay. However, if the company is able to restore said data, the company shall have the right to collect separate payment for the restoration of data under said circumstances.

7. Term of Agreement and its Termination

A. The term of the agreement. Unless decided otherwise in this agreement or the service order, the agreement shall start on the effective date and remain in effect throughout the commitment period unless revoked in accordance with the content of this section. Upon termination of the commitment period, the agreement shall be renewed automatically for an additional period of 12 months, with all its conditions and payments.

B. Violation. The company is entitled to revoke this agreement and terminate it following any violation made by the license owner in relation to this agreement.

C. Bankruptcy. The company is entitled to terminate this agreement with a written notice to the license owner if one of the following events occur: (a) if a receiver has been appointed to the license owner or his property; (b) transfer of assets or a large part of them in favor of creditors of the license owner; (c) procedures take place or will take place against the license owner in case of bankruptcy or insolvency, for more than sixty (60) days; (d) the license owner ceases carrying out business. In each of the aforementioned cases, the parties agree that the company has the right to make contracts with any clients of the license owner and offer them to make a contract with the company to receive company services without any need to inform the license owner and/or receive his permission.

D. Non-payment. If the license owner fails to pay until the final pay date for delayed due payments, as specified in section 3G above, the company shall be entitled, as of the final pay date, to terminate the agreement and revoke the license of the license owner, and all the materials, i.e. mail and/or files and/or any material of any kind that was saved on the company systems as part of the access possibilities provided by the company services, shall be deleted without any advance warning and the license owner shall have no claim and/or demand regarding or in relation with the deletion. In such case as mentioned, the parties agree that the company has the right to make contracts with the license owner's clients and offer them to make a contract with the company to receive company services without any need to inform the license owner and/or receive his permission.

E. Consequences of terminating the agreement. Upon termination of the agreement for any reason: (a) the license given under this agreement shall be terminated immediately and the license owner shall cease using this license and the services provided in it; (b) the license owner shall immediately cease using it and delete the copy from his computers.

8. Compensation

The license owner shall compensate, keep, and pay the company owners, their heirs, subsidiary companies, partners, managers, directors, shareholders, employees, investors, advisors, agents, representatives and attorneys from and against any losses, damages, costs and expenses due to: (a) negligence or improper conduct by the license owner; (b) use made by the license owner of the company services in an unauthorized fashion; (c) violation of the privacy rights, including invasion of privacy, directly or indirectly, or through use of the company services; or (d) violation of this agreement.

9. Limitation of liability

A. General. Under no circumstances will the company be responsible to the license owner or any third party regarding accidental, indirect, special or consequential damage, including but not just, all the damages for loss of profits, interruption to businesses, technological or data loss, that might be present under theories that are contractual, of damages (including negligence), strict liability, even if the company received notice regarding the possibility for such damages. The accumulative liability of the company based on this agreement shall be limited to the total sum actually paid by the license owner on the month prior said liability was formed.

B. Third parties. Under no circumstances will the company be liable to a third party regarding losses, costs or any damages, including but not just, all the damages for loss of profit, interruption to businesses, technological or data loss, that might be present under theories that are contractual, of damages (including negligence), strict liability, even if the company received notice regarding the possibility for such damages. The accumulative liability of the company based on this agreement shall be limited in accordance with the content of subsection 9A.

10. Support

The company is responsible to provide support services to the license owner. The support services shall be provided to the license owner in accordance with the company standards as they appear in the company website, and as part of it the company shall make a reasonable effort to provide answers to technical questions regarding problems caused by the installation or the use of the services installed in the license owner's system, through the service center of the company as specified in the service order.

11. Availability

The company is committed to a level of availability which is not less than 99.99% per year cycle, except for faults which are not under its control or by force majeure and in any case will do its utmost to provide the service continuously and smoothly.

12. Variance

A. Law. This agreement shall be applied and interpreted in accordance with Israeli law, even if, by the rules relating to conflict of law applicable in Israel it is determined that a different law prevails. The sole jurisdiction in respect of any matter arising from, and related to, this agreement is vested to the competent courts of Tel Aviv – Jaffa and/or Haifa, based on the complete and sole discretion of the company. The company reserves the right to open interim proceedings, including injunctive relief in any other matter.

B. Concession and amendment. The company is entitled, from time to time, and in its sole discretion, to waive, amend, or modify the agreement and any of its provisions ("amendment"). Non-realization or delay by the company in enforcing any right and relief stemming from this agreement, is as if the company waived these rights or reliefs.

The most recent version of this agreement with its amendments and modifications shall be available on the company's website.

C. Transfer of the agreement. The license owner is not allowed to transfer this agreement without an advance written consent by the company.

D. Force Majeure. The company shall not be liable according to this agreement to pay as a result of any failure or delay in performing its obligations under this agreement following strikes, riots, uprisings, fires, floods, storms, explosions, damage caused by nature, acts of terrorism, war, governmental action, labor conditions, earthquakes, material shortage or any other reason beyond the reasonable control of the company. .

E. The agreement. This agreement constitutes the parties' full understanding and agreement regarding the subject matter hereof and supersedes any previous agreements or understandings, written or oral, between the parties regarding the subject matter.

If it is decided that a provision of this agreement was declared by a competent court as unlawful, void, or unenforceable, that provision, as mentioned, shall be enforced to the extent possible and the rest of the provisions in this agreement shall remain in full force to the extent permitted.

F. The license owner, upon approval of this agreement and consent to it, guarantees he has the full ability to enter this agreement, and is authorized to do so.

G. The parties agree that all the rights and obligations attributed to them based on this agreement, and based on their nature and market standards must remain in force, shall remain in force beyond the termination of this agreement or its expiration.

H. The parties agree that if there is conflict between the provisions of this agreement and the service order, the conditions of the service order shall prevail.