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LICENSE AND SERVICES AGREEMENT

 

Last revised on 01-Jan-2021

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Finrem Technologies Ltd. (the “Company" or "We") welcomes you (the "User(s)", or "You") to Our platform designed to generate electronic  reports adhering to foreign tax authorities regulations (such as the US Foreign Account Tax Compliance Act (FATCA) and the Common Reporting Standard (CRS)) (the "Platform") and to use Our related services, such as FATCA and CRS reporting solutions to help financial institutions establish a fluent and ongoing process of exchange of information with the competent authority (the "Services"). Each of the Platform's Users may use the Platform and the Services in accordance with the terms and conditions of this License and Service Agreement (the “Agreement”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING THE PLATFORM, USING THE SERVICES, AND/OR OPENNING AN ACCOUNT. ANY USE OF THE SERVICES INCLUDING ANY REVISIONS, MODIFICATIONS, ENHANCEMENTS, UPDATES AND/OR UPGRADES THERETO SUPPLIED BY THE COMPANY ARE AND SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, UNLESS YOU AND THE COMPANY HAVE EXECUTED A SEPARATE AGREEMENT IN WRITING, SIGNED BY BOTH YOU AND THE COMPANY WHICH EXPRESSLY SUPERSEDES THIS AGREEMENT.

BY ACCESSING THE PLATFORM, USING THE SERVICES, OPENNING AN ACCOUNT, AND/OR OPERATING OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND YOU ARE EXPRESSLY AND EXPLICITLY ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS AND CONDITIONS AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS REGARDING YOUR USE OF THE SERVICES. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE NOT WILLING TO BE BOUND BY IT, DO NOT ACCESS, OPEN AN ACCOUNT, OPERATE OR OTHERWISE USE THE SERVICES.

  1. License Grant. The Company will provide You with access to the Platform and Services in the following manner: (i) the Platform will be available to Users online or by any remote means on a Software-as-a-Service (“SaaS”) basis.  Subject to the terms and conditions of this Agreement and as part of providing the Services hereunder, Company hereby grants to You, and You accept, a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to access the Platform and use the Services in the manner specified herein, during the Term (as defined below), solely for your internal business purposes, all in accordance with the terms set forth in this Agreement. 

  2. Services and Payment. In consideration of the full payment of the services fees set forth in the applicable signed purchase order executed between the Parties, which is incorporated in the cover letter, purchased order or the proposal (“Cover Letter”) You hereby agree to cooperate with the Company to enable the provision of the Services, and comply with instructions provided by the Company to You in connection therewith. Unless otherwise specified in the executed Cover Letter, You will pay all amounts due under this Agreement in U.S. Dollars currency. All amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice, unless otherwise set forth in the Cover Letter. All fees and other amounts paid by You under this Agreement are non-refundable. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. Unless otherwise specified in the executed Cover Letter, all taxes, withholdings and duties of any kind payable with respect to Your subscription to the Platform or the purchase of Services under this Agreement, other than taxes based on Company's net income, shall be borne and paid by You. In the event that the payment was made through a third party (i.e., distributor or reseller), then the payment terms agreed between such third party and You shall prevail. As part of using the Services, You shall be required to provide the Company with the content of the electronic reports required to be submitted to foreign tax authorities under the applicable regulations ("Your Data"). You represent that all the information provided by You while using the Service, is true and accurate; (ii) the Your Data is fully owned by You or and/or that You have sufficient rights to use such Your Data and grants Your consent to the Company as set herein; (iii) Your  Data relating to financial records shall be maintained in accordance with generally accepted accounting principles consistently applied; and (iv) You  shall indemnify, defend and hold the Company harmless from any claims, demands, liabilities, losses, costs or expenses, including reasonable attorneys' fees, incurred by the Company as a result of any claim or proceeding against the Company arising out of or based upon any breach or misrepresentation of Your representations under this Section. The Company reserves the right, at its sole discretion to deny Your access to use the Services.

  3. Account. In order to access and use the Service, an account will be created using the credentials provided to You by the Company or the Company's distributors or resellers in connection with Your use of the Platform (the “Account”), to be accessed and/or used solely by Your employees or service providers who are explicitly authorized by You to use the Platform (each, a “Permitted Seats”). You hereby acknowledge and agree: (i) to keep, and ensure that the Permitted Seats will keep the Account login details and passwords secured at all times, and otherwise comply with the terms of this Agreement; (ii) to remain solely responsible and liable for the activity that occurs in the Account and for any breach of this Agreement by a Permitted Seat; and (iii) to promptly notify Company in writing if You becomes aware of any unauthorized access or use of the Account or the Platform.

  4. Prohibited Uses. You and/or Your Permitted Seats may only access the Platform via Your Account. Except as specifically permitted herein, without the prior written consent of Company, You must not, and shall not allow any Permitted Seat or any other third party to, directly or indirectly: (i) modify, incorporate into or with other software, or create a derivative work of any part of the Platform; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Your rights under this Agreement with or to anyone else; (iii) copy, distribute or reproduce the Platform for the benefit of third parties; (iv) disclose the results of any testing or benchmarking of the Platform to any third party, or use such results for Your own competing software development activities or use the Platform in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Company's business; (v) modify, disassemble, decompile, reverse engineer, revise or enhance the Platform or attempt to discover the Platform’s source code or the underlying ideas or algorithms of the Platform; (vi) use the Platform in a manner that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or intellectual property rights of any third parties including without limitation copyright, trademarks, designs, patents and trade secrets; (vii) remove or otherwise modify any of the Company's trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Platform or any written materials accompanying the Platform; (ix) use the Platform for any purpose other than for  the purpose for which the Platform is designated for or other than in compliance with the terms of this Agreement; (x) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce limitations on use of the Platform; (xi) use any automated means to access the Platform; (xii) use the Platform without receiving the applicable Your Users' prior explicit consent for the collection of personally identifiable information as required under any applicable law; (xvii) ship, transfer, or export the Platform into any country, or make available or use the Platform in any manner, prohibited by applicable laws (including without limitation export control laws, as applicable); (xiii) violate or abuse log-in and/or password protections governing access to the Platform; (xiv) allow any third party other than the Permitted Seats to use the Platform; (xv) access, store, distribute, or transmit during the course of its use of the Platform any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or Programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system), or unlawful, threatening, obscene or infringing material; (xvi); and/or (xvii) use the Platform in any other unlawful manner or in any manner not expressly authorized by this Agreement.

  5. Limits on the Usage. There may be certain usage limits which may be specified in the Cover Letter (“Usage Limits”). In the event that the Company will reveal that the Your use of the Platform exceeds the Usage Limit, You will be obligated to pay for the unpaid fees at the Company's then-current list prices, such amounts to be immediately due and payable, including, at Company's option, interest in the amount of 1.5 % per month calculated from the date of the first un-permitted use. 

  6. Your Data and Analytics Information. You agree that the Company will collect, monitor, store and use Your Data, on your behalf, in order to provide the Services. You control access to Your Data and have full administrative control over such data, including by Your right to view or modify it. The Company shall be considered granted a non-revocable, non-exclusive, assignable, sub-licensable, royalty-free license to use, in accordance with any applicable privacy laws, Your Data in order to provide the Services. Company may collect, disclose, publish and use in any other manner anonymous information which derives from the use of the Platform (i.e., non-identifiable information, aggregated and analytics information) ("Analytics Information")), in order to provide and improve Company's Platforms and services and for any legitimate business purpose. The Company is and shall remain the sole owner of the Analytics Information.

  7. Obligations and Warranties. You represent that: (i) You will use the Platform and Services in compliance with any applicable laws, including without limitation privacy protection laws; and (ii) You have the full right, authority, permissions, approvals and consents from Your data subjects (whom use Your organizational devices/computers) (“Your Users”) to permit the Company to access, use, monitor, process, analyze, display and/or store Your Data in order to provide the Services. You are, at all times, solely responsible for obtaining and maintaining all Your Users' consents, if applicable, and all other legally necessary consents or permissions required to disclose, process, use, retrieve, transmit and view Your Data. You assume the responsibility for receiving the Your Users' requests to delete or modify their personal information and handle such requests, and to notify Company of any such requests. You shall remain solely responsible and liable for, and release the Company from, any and all liability arising from, the Company’s use of Your Data as permitted herein. You further acknowledge that You are solely responsible for the backup of Your Data.

       You represent and warrant (a) that You are duly organized, validly existing and in good standing               under the laws of its jurisdiction of incorporation or organization; and (b) that the execution and               performance of this Agreement will not conflict with or violate any provision of any applicable law.

8. Ownership. The Platform is not for sale and is and shall remain Company’s sole property. All right, title, and interest, including any Intellectual Property Rights evidenced by or embodied in, attached, connected, and/or related to the Platform and any and all derivative works thereof are and shall remain owned solely by the Company or its licensors. This Agreement does not convey to You any interest in or to the Platform but only, as aforesaid, a limited revocable right to use the Platform, in accordance with the terms of this Agreement, and nothing herein constitutes a waiver of the Company’s Intellectual Property Rights under any law. “Intellectual Property Rights” means: (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 (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world. If You contact Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the Service (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and the Company shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate such Feedback into the Service and/or other current or future products or services of the Company (without the Participant's approval and without further compensation to the Participant).

9. Third Party Components. The Platform is based on software developed and owned by the Company and/or its licensors, and may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Platform is subject to any applicable acknowledgements and license terms attached to such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Under no circumstances shall the Platform or any portion thereof (except for the Third Party Components contained therein) be deemed to be "open source" or "publicly available" software. A list of Third Party Components is available in the Platform (the "About Box") and will be updated from time to time. The licenses of certain Third Party Components may require the provision of the source code of these Third Party Components. With respect to any licenses of Third Party Components that require the provision of the open source code of these Components, the Company will provide the Participant and any third party, during a period set forth by each such license, for a charge of no more than Company's cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange. For that purpose, the Participant  should contact the Company at: contact@finrem.com.

10. Confidentiality. You may have access to certain non-public and/or proprietary information of the Company, 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 Company, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). You shall take reasonable measures, at least as protective as those taken to protect Your own confidential information, but in no event less than reasonable care, to protect the Company Confidential Information from disclosure to a third party. You shall not use or disclose the Confidential Information of the Company except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the Company.

11. Your Reference. You agree that Company may identify You as a user of the Platform and/or the Service and use Your trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief profile for use by Company on Company's website for promotional purposes.

12. Changes to Services. The Company may change the Services' layout and design and the availability of the content and functions included therein or may change the form, features or nature of the Platform included in the Services, from time to time, without giving You any prior notice. You hereby agrees and acknowledges that Company shall not be liable to You or any third party for any errors or malfunctions that may occur in connection with the performance of such changes.

13. LIMITED WARRANTIES. OTHER THAN AS EXPLICITLY STATED UNDER THIS AGREEMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE REPORTS (AS DEFINED BELOW) AND SERVICES ARE PROVIDED ON AN “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. IN ADDITION TO OTHER DISCLAIMERS CONTAINED HEREIN, THE COMPANY DOES NOT WARRANT THAT THE PLATFORMPLATFORM, THE REPORTS AND/OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE PLATFORM'S OPERATION AND THE SERVICES WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER SOFTWARE LIMITATIONS, AND WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS AND WE ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND INFORMATION DISPLAYED ON THE PLATFORM. THE USE OF THE SERVICE HEREUNDER IS AT YOUR SOLE RISK AND TO THE EXTENT ALLOWED BY LAW THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, THE COMPANY PROVIDES NO GUARANTEE THAT THE SERVICE CAN REVEAL ALL OR ANY INFECTED E-MAILS. DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING NETWORKS, THE COMPANY DOES NOT WARRANT THAT IT WILL 100% REVEAL WHETHER YOUR E-MAILS ARE VULNERABLE TO THIRD PARTY SECURITY ATTACKS. COMPANY DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, REPORTS, INFORMATION, OR RESULTS THAT YOU OBTAINS THROUGH USE OF THE SERVICE (COLLECTIVELY, “REPORTS”), OR THAT THE REPORTS ARE ACCURATE, COMPLETE, ERROR FREE OR DO NOT INCLUDE FALSE POSITIVE. COMPANY DOES NOT WARRANT THAT IT WILL CORRECT ANY ERRORS OR DEFECTS IN THE PLATFORM AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE PLATFORM AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE PLATFORM. COMPANY SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION TO YOUR DATA TO THE EXTENT THAT SUCH ACCESS OR ALTERATION IS NOT DUE TO COMPANY’S WILLFUL MISCONDUCT.

14. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THE COMPANY, ITS LICENSORS, AFFILIATES, DISTRIBUTORS AND RESELLERS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM, RELATED WITH, AND/OR CONNECTED TO, ANY USE OF OR INABILITY TO USE THE PLATFORM AND/OR THE REPORTS AND/OR THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE PLATFORM AND THE SERVICES IS AT THE YOUR OWN RISK. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, COMPANY'S, ITS LICENSORS', AFFILIATES' DISTRIBUTORS' AND RESELLERS' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE PLATFORM AND/OR THE REPORTS  AND/OR THE SERVICES SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO COMPANY UNDER THE APPLICABLE PURCHASE ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

15. Indemnification. You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) Your unauthorized use of  the Platform; (ii) Your violation of any term of this Agreement (including without limitation any warranties provided herein); and/or (iii) a third party claim, suit or proceeding that use of Your  Data within the scope of this Agreement infringes any privacy right of a third party.

16. Injunctive Relief. You acknowledge that if You breach any obligations or undertakings contained in this Agreement, We may suffer immediate and irreparable harm for which there may be no adequate remedy at law, and in addition to all other remedies, We shall be entitled to specific performance and injunctive relief and any other appropriate equitable remedies to prevent a threatened breach or to correct an actual breach and to enforce this Agreement. Unless otherwise set forth in this Agreement, such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity. 

17. Amendments to the Terms. The Company may, at its sole discretion, change this Agreement from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Platform and/or will send You an e-mail (to the extent that You provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Platform or sent via e-mail, whichever is the earlier. Otherwise, all other Changes to this Agreement are effective as of the stated “Last Revised” and Your continued use of the Site on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that this Agreement should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.  

18. Term and Termination. At any time, the Company may block Your access to the Platform and/or temporarily or permanently limit Your access to the Platform and/or temporarily or permanently limit, suspend or terminate Your Account, with or without notice, in addition to any other remedies that may be available to the Company under any applicable law. Such actions by the Company may be taken in the event that You become liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared or if You materially breach this Agreement and such breach remains uncured (to the extent that the breach can be cured) fifteen (15) days after having received written notice thereof. You may terminate this Agreement at any time upon thirty (30) days prior written notice to the Company by e-mail at the following e-mail address: contact@finrem.com (“Termination”). In addition, You hereby acknowledge that the content provided under the Services may be changed, extended in terms of content and form or removed at any time without any notice to You. You agree and acknowledge that the Company does not assume any responsibility with respect to, or in connection with the termination of the Platform operation and/or termination of Your Account and/or loss of any data.

Upon termination or expiration of Your Account: (i) Company will cease from providing the Services hereunder, the license granted to You under this Agreement shall expire, and You  shall discontinue all further use of the Platform; and (ii) the Company shall immediately return  and /or permanently delete (as instructed by Customer) and certify You, within fourteen (14) business days, that it has done so, all Your Data provided by You pursuant to this Agreement, provided that the Company will retain any anonymous and non-identifiable information which derives from the use of the Platform and from the provision of the Services, as detailed in Section 6; and (iii) any sums paid by You until the date of termination are non-refundable, and You  shall not be relieved of your duty to discharge in full all due sums You owed to the Company under this Agreement until the date of termination or expiration hereof, which sums shall become immediately due and payable on the date of termination or expiration the Agreement.

The provisions of this Agreement that, by their nature and content, must survive the Termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive, including without limitation, Sections 5-11, 13-16 and 18-19. Upon termination of this Agreement, You will lose all access to any of Your Data that the Company may be storing in order to make the Platform available to You. You shall be responsible to download Your Data prior to termination of this Agreement. Termination of this Agreement shall not limit the Company from pursuing any other remedies available to it under the applicable law.

19. General. (a) These Terms constitute the entire terms and conditions between You and the Company relating to the subject matter herein and supersedes all prior or contemporaneous written or oral agreements or understandings between You and the Company, and may be amended only by a written agreement executed by both Parties, (b) this Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts of the State of Israel shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement, (c) this Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties, (d) the failure of the Company to enforce any rights granted hereunder or to take action against You in the event of any breach hereunder shall not be deemed a waiver by the Company as to subsequent enforcement of rights or subsequent actions in the event of future breaches, (e) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (f) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Agreement shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (g) You can't assign Your rights or obligations under this Agreement without the prior written consent of the Company and any attempt to do so in violation of the foregoing shall be void., (the Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of the Company (i.e., force majeure events), (j) no amendment hereof will be binding unless in writing and signed by the Company, and

20. Information. If You have any questions (or comments) concerning this Agreement, You are most welcome to send us an e-mail and we will make an effort to reply within a reasonable timeframe: E-MAIL contact@finrem.com.

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