General Terms and Conditions of Business of Ofek H&O Ltd. Ofek H&O LTD. 49 Hasivim St, Petach-Tikva, ISRAEL 4959504 (Ofek Cloud Technologies) "OfekCloud" are cloud provider business that trade internationally. 1.  Definitions The following terms shall have the following meanings in the context of these General Terms and Conditions of Business ("Ts&Cs"):  1.1  "Business" means any Customer who enters into a legal transaction in the course of its trade, business or profession.  1.2  "OfekCloud Website" means any web page operated by OfekCloud for the sale of the Products and Services that is identifiable from the Ts&Cs as well as OfekCloud legal information posted on it. Web pages operated by Suppliers are expressly not covered by this definition.  1.3  "Consumer" means any Customer who is a natural person and who enters into a legal transaction for a purpose that cannot be attributed to that person's trade, business or profession (Section 13 BGB).  1.4  "Customer" means any natural or legal entity or partnership with legal capacity that places an order for Products and Services on a OfekCloud Website. The term Customer shall, unless otherwise specified, mean both, Consumers and Businesses.  1.5  "Products" means (a) a decryption or authorization code, a series or authorization number, a download link or similar code or mechanism, that gives the Customer access, first-time use or continued use of a Software or a Service, or (b) other products (including physical products).  1.6  "Service" means all the Supplier's services sold by OfekCloud to the Customer via OfekCloud Website.  1.7  "Software" means all the Supplier's computer programs marketed in any form and through any medium via OfekCloud Website.  1.8  "Subscription" means Products or Services with recurring payment obligations ("Subscriptions"). The payments are due at the agreed interval(s).  1.9  "Subscription Payment Interval" means the agreed intervals at which the payments of Subscriptions are due.  1.10  "Supplier" means any natural person or legal entity that provides, generates, manufactures, or delivers Products and Services to OfekCloud for the purpose of resale to a Customer.  2.  Subject Matter and Scope These Ts&Cs apply to all offers, acceptances, deployments, deliveries of services and supplies by OfekCloud or to the Customer in connection with the sale of Products and Services as defined in Clauses 1.5 and 1.6 via a OfekCloud Website. Deviating terms of the Customer or third parties shall only become part of this contract upon written acceptance by OfekCloud. These Ts&Cs shall apply even where OfekCloud performs its contractual obligations without reservation despite being aware that the Customer's conditions are inconsistent with the Ts&Cs. Where the sale of Products and Services includes the provision of Services or other performance by third parties, the particular license and other conditions of the third party shall apply above and beyond these Ts&Cs.  3.  Entry into a Contract (Offer, Confirmation and Acceptance) 3.1  An order placed by the Customer represents an offer to OfekCloud for the purchase of Products and Services under these Ts&Cs. Such orders are subject to subsequent acceptance by OfekCloud. The Customer order is accepted through express confirmation or at the latest by the provision of the ordered Products and Services.  3.2  OfekCloud may, at its own discretion, use third parties to carry out its services.  4.  Customer Warranties The Customer warrants that all the information the Customer provided when placing the order (including, but not limited to, personal data and payment data) was up-to-date and accurate in all material respects. The costs arising in relation to any incorrect data submitted by Customer or data amended by Customer after the submission of Customer’s order shall be borne by the Customer. To the extent that the Customer has access to a customer account with OfekCloud, the Customer is responsible for maintaining and immediately updating the Customer account details to ensure constant and continuous accuracy and completeness; the Customer shall not disclose the password used to access the customer account to third parties for any reason.  5.  Approvals, Exports, Customs Duties 5.1  To the extent that an approval or license from the government or other authority is required for the acquisition, transportation, or use of Products and Services, the Customer shall be obliged to obtain such approval or license at Customer’s own cost and provide OfekCloud with evidence of the same upon request. The fact that the Customer has yet to obtain an approval or license shall not entitle the Customer to withhold or delay payment. All costs and expenses incurred to OfekCloud on the basis of such a failure to obtain an approval or license or its being obtained erroneously shall be for the account of the Customer. For Consumers, this shall not apply in relation to an approval or other permit for transportation.  5.2  The Products and Services sold by OfekCloud and made available to the Customer electronically or physically may give the Customer access to technologies and Software in which the Products and Services are being marketed or in which they are being used. The Customer undertakes to observe these export controls. OfekCloud shall be entitled to withdraw from the Contract where the Customer breaches export controls.  5.3  Importing goods into the European Economic Area may, where specific goods values are exceeded, lead to customs duties (e.g. where the value of the goods exceeds the Customer's personal allowance). Upon the arrival of the goods at the place designated by the Customer the latter may incur customs duties, import duties, or taxes imposed by the relevant authorities. All such additional costs shall be borne by the Customer as they are beyond OfekCloud 's control and the latter has no knowledge of them. More detailed information on customs regulations or duties can be obtained by the Customer from the customs office responsible for Customer’s jurisdiction.  6.  Prices, Payment Conditions, and Default 6.1  The payment of the purchase price is due immediately upon entry into the contract and shall take place in the manner specified on the OfekCloud Website. With the exception of purchases on account payments shall take place prior to delivery. Where the Customer has purchased a Subscription, the Customer shall at each Subscription Payment Interval pay the price of the Subscription or make the corresponding purchase price available using the payment option agreed upon between the Customer and OfekCloud.  6.2  Payments by Businesses  To Business, the following provisions shall apply:  In the event that the Customer is a Business, it shall identify itself as such when the order is placed. OfekCloud may consider the address provided as Business’s place of business, unless indicated otherwise. If Business’s VAT ID is registered to another country, OfekCloud may also employ that information for tax purposes. OfekCloud will apply taxes to the extent required by law. OfekCloud may apply and charge taxes after the Business has made the payment for the Products and Services according to Clause 6.1. The Business is then obliged to subsequently pay the remaining amount of taxes to OfekCloud. Additionally, as a recipient of the Products and Services, the Business may have the obligation to remit VAT, sales taxes, or similar consumption taxes (“Reverse Charge Mechanism”). If the Business is required to pay or withhold any tax for payments made to OfekCloud, OfekCloud remains entitled to the amount due under Clause 6.1 in full and free of any deductions. The purchase price shall be increased by the amount of taxes paid or withheld by the Business (gross-up). The Business will provide documentation to OfekCloud, which certifies that all applicable taxes have been paid to the relevant tax authority within 30 days after the date of payment of the purchase price. For purposes of this Clause, taxes means any sales, use, gross receipts, business, occupation, and other taxes (other than taxes on the income of OfekCloud) and similar charges imposed by any government or other authority, with the exception of VAT levied by a member of the European Union.  6.3  Individual Payment Methods Customer’s bank or credit card issuer may charge additional service fees for international credit card payments (“Foreign Transaction Fee”), depending on whether the Customer provides the payment in a foreign currency or to a merchant established in another country. Foreign Transaction Fees charges and amounts are individually agreed upon between banks / credit card issuers and Customers. OfekCloud has no insight into such agreements and can therefore provide no information on Foreign Transaction Fees and similar fees or charges. THE PARTIES AGREE THAT, THEREFORE, ANY LIABILITY ON THE PART OF OFEKCLOUD FOR CHARGED FOREIGN TRANSACTION FEES IS EXCLUDED AND THAT THE CUSTOMER IS SOLELY AND EXCLUSIVELY LIABLE FOR PAYING SUCH FOREIGN TRANSACTION FEES.  6.4  If the Customer choses SEPA direct debit as applicable payment method, the Customer will be notified by means of a pre-notification ("Pre-Notification") directly after submitting the order. The Customer’s account will be charged the day after Pre-Notification. Should the payment be declined or reversed, for example, due to erroneous account data or insufficient funds in the Customer’s account, OfekCloud is entitled to invoice an additional EUR 10.00 to compensate OfekCloud for the related additional work and transaction costs. This fee shall not be levied if the Customer provides evidence that no loss at all has been suffered, or one that is significantly less than the fee of EUR 10.00. OfekCloud shall be entitled to claim for compensation of higher actual costs upon providing evidence of the same.  6.5  In case of any advance deliveries (purchase order or purchase with grant of a direct debit authorization) payments shall be made in full irrespective of any claims for short deliveries or Product defects. OfekCloud reserves the right to cancel any order if payment has not been completed within 14 days.  6.6  If payment is made with any one of the following payment methods, Customer will have 14 days to complete the order by providing funds for the order. OfekCloud reserves the right to cancel any order if payment has not been completed within 14 days.  6.7  If OfekCloud and Customer agree on using bills of exchange or checks as payment method, payment shall only be considered made once they have been redeemed. Discount and collection charges shall be for the Customer's account. OfekCloud shall not be liable for their prompt submission.  6.8  Default of Payment To the extent that, in case of purchase on account, the invoice includes a payment deadline the Customer shall be in default of payment if the full purchase price payment is not credited to a OfekCloud account or received by OfekCloud by such deadline. This also applies if selected payment method is insufficient to cover full amount within such deadline. In case OfekCloud and Customer have agreed on direct debit as payment method, this shall only apply if OfekCloud has reasonably tried to debit the amount from the bank account.  6.9  Default interest for Customers placing their order from outside the USA Where a Consumer defaults, the Consumer shall pay OfekCloud late payment interest of five percentage points (5%) over the base rate applicable at the time of the default. Where a Business defaults, the interest rate shall be nine percentage points (9%) over the base rate.  6.10  Default interest for Customers placing their order from within the USA Without limiting other remedies, OfekCloud reserves the right to charge a late fee on all past due payments equivalent to the lesser of one and a half percent (1.5%) per month on the unpaid balance or the highest rate allowed by applicable law.  6.11  In case of default OfekCloud reserves the right to cancel the order and/or claim damages.  7.  Price Adjustment for Subscription Products and Subscription Services 7.1  The price for the Products and Services consists of the sales margin of OfekCloud, the procurement costs of OfekCloud for the Products and Services and the applicable taxes. The sales margin covers the costs of OfekCloud for the IT infrastructure, personnel and transaction processing. During the lifetime of a Subscription, the framework for the price calculation may change from one Subscription Payment Interval to the next. Therefore, in this Clause 7 the Parties agree upon the requirement and procedures for adapting the Subscription price.  7.2  Any additional taxes and duties imposed on the sales of Product and Service shall be borne by the Customer. This applies correspondingly to changes of the taxes and duties already billed to Customer; OfekCloud is also obliged to pass on abolitions and reductions of taxes and duties.  7.3  On the basis of this contract, OfekCloud will adapt the prices for the Products and Services to the change in costs OfekCloud incurs or in prices OfekCloud has to pay for Products and Services at its reasonable discretion. The price may be increased and will be decreased if e.g. the procurement costs for Products and Services rise or fall, or other changes in the economic and legal framework result in changed costs (e.g. through increased costs for the IT infrastructure or transaction processing). If costs of one type rise, e.g. procurement costs, OfekCloud may increase the price only to the extent there are no falling costs of another type. If costs of one type fall, e.g. procurement costs, OfekCloud will reduce the price to the extent this is not balanced out by rising prices of another type. Exercising reasonable discretion, OfekCloud will define the time of price change in a way that cost reductions have at least the same effect on the price change as cost increases.  7.4  OfekCloud will inform Customer in a timely manner about any price changes so that the Customer is able to cancel the Subscription before the first billing of the changed price.  8.  Delivery, Delivery Period 8.1  The delivery of the ordered goods shall be carried out according to the delivery information on the relevant OfekCloud Website, as amended from time to time.  8.2  For Customers placing their order from within the USA, the delivery dates are estimates only.  8.3  The agreed delivery period shall begin upon receipt of payment in full by OfekCloud and Customer’s accurate supply of all data necessary for the processing of the order to OfekCloud or the payment services provider selected by the Customer.  8.4  Delivery delays caused by statutory or official arrangements (e.g. import and export restrictions) and that are not the fault of OfekCloud shall extend the delivery period for a time equivalent to the duration of such obstacles. In important cases OfekCloud shall immediately notify the Customer of their commencement and termination, to the extent OfekCloud is aware of the same.  8.5  Physical Products and Services  8.5.1  To the extent the Customer fails to accept the delivered Products, or to the extent the Customer rejects them, risk of damage or loss of the Product shall pass to the Customer without prejudice to all other rights to which OfekCloud is entitled: OfekCloud shall be entitled, at the Customer's risk and cost, to endeavor to have the Product delivered by such means it deems suitable and reasonable and to put the Product into storage at the Customer's risk and cost.  8.5.2  OfekCloud shall be entitled to make partial deliveries to the extent this is reasonable. To the extent OfekCloud makes partial deliveries to Businesses each partial delivery shall represent a separate contract and Businesses shall, in case of defects in one or more partial deliveries, not be entitled to cancel subsequent partial deliveries.  8.5.3  The risk of accidental destruction and accidental deterioration is assumed by Businesses as soon as the Product is received by the person carrying out transportation but no later than upon entering the Customer's possession.  9.  Retention of Title OfekCloud retains title to the Product until payment in full of all claims under the contract including secondary claims (e.g. costs of exchange, financing costs, interest etc.) is received.  10.  Usage Rights, License 10.1  To the extent that the Products and Services delivered by OfekCloud consist of or include an activation code as described in Clause 1.5 (a) or a Service, the Customer accepts that the use of the corresponding Software or respectively the provision of the corresponding Service is subject to acceptance of Supplier's licensing conditions and terms of use ("EULA"). The Customer receives the EULA upon purchasing the Software or the Service. The EULA can also be enclosed with the software or communicated to the Customer before or during use of a Service. The Customer acknowledges that the Software or Service may only be reproduced, adapted, transmitted, made available, marketed, altered, disassembled, decompiled, re-transmitted or combined with other software or another Service as expressly permitted under the EULA or the applicable law.  10.2  Where the Customer a) does not receive the EULA prior to purchase of the relevant Product or the relevant Service or the EULA are not enclosed with the Software and b) the Customer does not use or has not used the Software or the Service, or  c) does not agree to the licensing conditions and terms of use and does not wish to use the Software or the Service on the basis of these licensing conditions and terms of use, the Customer may contact OfekCloud and request the repayment of the amounts paid for the Software or the Service. OfekCloud may, in return, request the return of the Software or Service to OfekCloud (where possible). In this case, however, the Customer shall have no rights whatsoever to use such Software or such Service.  11.  Privacy Customer data is subject to electronic data processing. Where necessary, OfekCloud forwards personal data to the Supplier of the Products and Services purchased by the Customer, service partners or affiliated companies, some of which may be located outside the European Economic Area, including the USA, subject to compliance with the statutory requirements concerning appropriate safeguards. OfekCloud's full privacy policy can be viewed under "Privacy Policy".  12.  Defects, Claims in respect of Defects and Exclusion of Liability OfekCloud is only legally responsible for the proper condition of Products and Services Since OfekCloud does not sell Software.  12.1  All information on OfekCloud 's Products and Services is merely by way of description and does not represent a guarantee.  12.2  Defective Products and Services A Product is defective where it lacks the agreed quality, is not suitable for the agreed use or appropriate for the customary use and does not demonstrate the quality usual for Products of the same type and which the purchaser can expect of this type of Product. A Product is also defective where it infringes industrial property rights, copyright or other third-party rights. The technical and legal regulations shall apply unless specifically agreed otherwise. Services or the provision of Services are defective to the extent they do not comply with the contractual agreements.  12.3  Duty of Inspection and Notification Businesses shall be obliged to test the Products under normal operating conditions immediately after delivery and to make sure that they are in perfect condition, match the Product description and are complete. Claims may only be made with respect to rights based on Product defects or a short delivery if the Customer notifies OfekCloud in writing or by email of the Product defects or short delivery immediately and in any case no later than five days after receipt of the Products or in the case of a hidden defect, immediately after becoming aware of the respective hidden defect.  12.4  Legal Consequences of Rescission Where the Customer exercises an existing right of rescission, the contractual parties shall return the Services received and surrender any use or enjoyment derived. At the same time, the Customer's right to use the Products or Services shall cease. In the case of Software previously purchased the Customer shall immediately remove this from all installations, storage media and other files and shall destroy the physical components of the Products and Services as well as any copies made of the Software. In addition, the Customer shall make a separate statement in text form (e.g. in writing, by fax or by email) that it will undertake the actions set out above.  12.5  Disclaimer for Customers placing their order from outside the USA  12.5.1  ANY LIABILITY ON THE PART OF OFEKCLOUD FOR CONSEQUENCES THAT HAVE ARISEN FROM ALTERATIONS MADE TO THE PRODUCTS AND SERV