Bytii Cloud Terms & Conditions Of Service

Bytii Cloud Customer Agreement Terms Of Service - Gilad Levi

General Terms of Agreement an Service with Gilad Levi - Bytii Cloud ("Bytii Cloud" or "Service Provider")

1. Applicability

1.1 These terms constitute an integral part of any service offer, price quote, and/or other document describing an offer for Bytii Cloud's services, including a service order form issued by Bytii Cloud, along with its appendices (hereinafter: "Offer"), to the service recipient ("Customer").

1.2 Bytii Cloud's services, detailed in the specifications and priced in the Offer, will be referred to hereinafter as the "Services."

1.3 These terms shall take effect and constitute a binding agreement between Bytii Cloud and the Customer upon the parties' agreement to the Offer's details and the Customer's signature. The Offer's provisions together with the provisions of these terms shall be referred to hereinafter as the "Agreement."

1.4 Bytii Cloud will provide the Services to the Customer in accordance with the terms detailed in the Agreement.

1.5 Bytii Cloud reserves the right to upgrade, replace, and modify the Services at its discretion.

1.6 Bytii Cloud reserves the right to change these terms. Any change to these terms shall take effect immediately upon publication of the updated terms on the Bytii Cloud website. These changes include material changes that will require your approval before they take effect. If you do not approve the changes, you will be entitled to terminate the Agreement by providing 30 days prior notice.

2. Bytii Cloud Price List and Consideration

2.1 The consideration for the Services is in accordance with the Offer, and the Customer undertakes to make the payment for the Services, according to Bytii Cloud's terms, its various components, and according to Bytii Cloud's rates, as updated from time to time. Bytii Cloud may update the consideration for the Services at any time, at its discretion.

2.2 In any case of non-payment in accordance with the Offer, for any reason whatsoever, the overdue amount will accrue late payment interest customary at Bank Leumi Le-Israel B.M. for overdraft accounts, as well as collection expenses at the rate permitted by law, and Bytii Cloud shall be entitled to collect the payments due to it in any manner it deems appropriate, without detracting from Bytii Cloud's right to any other remedy, including termination of the Services without prior notice.

3. Service Delivery Times

3.1 Service delivery times by Bytii Cloud are as detailed in the Offer and are subject to the receipt of all required data from the Customer and the existence of suitable infrastructure as defined by the Service Provider from time to time.

3.2 The Customer's failure to comply with these conditions will result in a delay in the service delivery times by the Customer without this being considered a breach of the Agreement by Bytii Cloud and without the Customer being entitled to any compensation for this.

4. Provision of Services

4.1 The Services will be provided by Bytii Cloud as detailed in the Offer and in accordance with the provisions of this Agreement.

4.2 The Services detailed in the Offer will be provided to the Customer "AS IS" and the Customer will not have any claim, suit or demand against Bytii Cloud regarding the usage features or limitations involved in using the Services. If there is no additional agreement for maintenance, Bytii Cloud does not undertake to perform updates, upgrades or additions, even if a change or correction is made in the applicable law. The sole responsibility for updating or changing in accordance with the applicable law rests with the Customer.

4.3 The Customer acknowledges that it is aware that Bytii Cloud does not provide advice or legal counsel of any kind regarding any law or legislative provisions of any kind that apply to the Customer, to its website, to the applications contained therein, to the users of the Customer's website and to anything related to the Services or the compliance of any of them with any of the provisions of the law. The Customer has the full and exclusive responsibility to ensure that the site and the Services provided to it are compatible with its needs and comply with the provisions of the applicable law, as well as its compliance and the compliance of its website and other applications contained therein, at all times, with all the provisions of the law, including, but not only, the laws of accessibility, the laws of privacy protection, the laws of copyright, the laws of consumer protection, etc. and Bytii Cloud will not bear any responsibility for the Customer's or its website's failure to comply with the provisions of any law. The Customer will indemnify Bytii Cloud, immediately upon its first request, for any claim or demand made against it in connection with the non-compliance of the Customer's website and/or any of its applications with any of the provisions of the law.

4.4 The Customer undertakes not to use Bytii Cloud's services for the purpose of performing any action prohibited by any law and it declares that it is aware that any liability that will apply due to the performance of these actions, will apply to it alone.

4.5 The Customer declares and confirms that it alone is responsible for any commercial activity performed by it in connection with the Services, including online commercial activity that it will perform on its website and in its applications, including advertisements and various marketing means involved in this and Bytii Cloud is not and will not be a party to any relationship and/or engagement between the Customer and its customers and/or its potential customers and/or the users of the Customer's website and/or the applications involved in it. The Customer will be responsible for all the expenses involved in commercial activity as stated and for the payment of any tax applicable to it.

4.6 The Customer hereby declares that it is the owner and/or the licensee of the systems and applications to which the Services are provided and it is entitled, in accordance with the provisions of any law and/or agreement, to enter into the Offer.

4.7 The Customer undertakes to establish the technical infrastructures, as much as are required, for the purpose of receiving the Services.

4.8 The Customer declares and undertakes that the information and the content that will be provided by it for the purpose of providing the Services by Bytii Cloud do not infringe any law and/or rights of any third parties. The Customer alone will be responsible for the correctness, completeness, accuracy, reliability and credibility of all the content as stated as it appears on the Customer's websites and in the applications related to them. The Customer undertakes that it will make use of Bytii Cloud's services for legal activity only and that it will not include, use, send or distribute harmful, incorrect information or files.

4.9 The Customer undertakes that it will not upload to the website content that infringes copyrights and/or trade secrets and/or intellectual property rights of any kind and/or offensive content and/or any content that is prohibited by any law. The Customer hereby confirms that it bears the sole and full responsibility for the content displayed on the site and in the applications related to the site and for their adaptation to the provisions of any law and it hereby releases Bytii Cloud from examining the content and adapting it to the law and also for examining the permits required under the provisions of any law, and undertakes to indemnify Bytii Cloud, immediately upon its first request, for any claim and/or lawsuit against it in connection with the site's content and for any damage and/or loss caused to Bytii Cloud as a result.

4.10 The Customer undertakes to immediately remove at its expense content that infringes copyrights and/or trade secrets and/or intellectual property rights of any kind and/or offensive content and/or any content that is prohibited by any law and hereby confirms to Bytii Cloud that in the event that any third party contacts Bytii Cloud claiming that the Customer's site and/or the site's content infringes copyrights and/or trade secrets and/or intellectual property rights of any kind and/or includes offensive content and/or any content that is prohibited by any law and the Customer has not acted to remove this content within 3 days from the date of Bytii Cloud's request that it act as stated, Bytii Cloud will be entitled to remove this content from the Customer's site, at the Customer's expense, even without obtaining the Customer's consent to this in advance or at all and the Customer hereby irrevocably releases Bytii Cloud from liability for any loss and/or damage and/or expense of any kind in connection with Bytii Cloud's action as stated and waives irrevocably any claim against Bytii Cloud in connection with this, without detracting from the Customer's undertaking to indemnify Bytii Cloud as stated above.

4.11 Bytii Cloud does its best to provide its services properly and without malfunctions. However, due to the nature of communication services, there may be interruptions or malfunctions and/or breaches and/or disruptions on the site, for any reason whatsoever. Therefore, it is clarified that the Customer will not have any claim, demand or lawsuit whatsoever against Bytii Cloud for any malfunction or interruption as stated, including for any damage, of any kind whatsoever, that may occur as a result of an interruption or malfunction as stated.

4.12 Bytii Cloud is not responsible for the content of documents, graphic files or other data located on the Customer's site. Bytii Cloud will not bear any responsibility in relation to the site's integrity, its continued regular operation and also for any damage, of any kind whatsoever.

4.13 In the event that the Offer includes third-party products or services, including Bytii Cloud's collaborations with a third party to offer Bytii Cloud customers various services (such as delivery services, improving sales on the site, etc.), even if they are offered to the Customer not within the framework of the Offer or after the commencement of the Agreement between the parties, whether they are offered to the Customer as an in-plug component on the Customer's site or are offered by Bytii Cloud separately or by a third party (hereinafter: "Third-Party Services"), it is clarified and agreed that Bytii Cloud does not recommend to the Customer to engage or not engage with a third party to receive Third-Party Services and Bytii Cloud is not and will not be responsible in any way for Third-Party Services and does not and does not make any representation and/or commitment regarding them. Bytii Cloud is not a party to the Customer's engagement with a third party and will not be responsible for monitoring them. The Customer's engagement with a third party to receive Third-Party Services is at the Customer's sole risk and the sole responsibility, including regarding their quality, availability, etc. The support and service for Third-Party Services are the sole responsibility of the relevant third party 1  and are subject to the terms applicable to those Third-Party Services. The Customer acknowledges that it is aware that the Third-Party Services as mentioned will involve payment to Bytii Cloud and/or to a third party. Bytii Cloud has the right, at its sole discretion, to decide on the termination or suspension of the provision of Third-Party Services to the Customer, without bearing any responsibility towards the Customer and/or the Customer's users and/or the third party.

4.14 The Customer permits Bytii Cloud to publish its name and logo for marketing purposes, including on Bytii Cloud's website and in Bytii Cloud's presentations, unless explicitly agreed otherwise in writing between the parties.

4.15 The Customer authorizes Bytii Cloud to register as a user in Google Analytics or any other similar engine for the purpose of collecting data on the scope of browsing on the Customer's site for the purpose of calculating the monthly price that the Customer must pay to Bytii Cloud.

5. Usage License

5.1 Subject to the provisions detailed below and in the Offer, and payment of the consideration to Bytii Cloud in accordance with the Offer, Bytii Cloud grants to the Customer, and the Customer receives, a non-exclusive, non-transferable, non-assignable, non-sublicensable license, subject to the termination of the license in accordance with the Offer and the Terms of Use, to use the Software, as defined below, solely for its business operations within the scope of the Customer's business activities. It is hereby clarified that Bytii Cloud grants the license to the Customer only, in its legal capacity as defined in the agreement with the Customer, and not to any other party and/or third party. It is also clarified that the Customer shall not make any copies of the Software and/or the Documents as defined below. The term "Software" in these Terms of Use refers to Bytii Cloud's technology for the establishment and operation of online stores or any application and/or development of any kind whatsoever that has been developed and/or will be developed by Bytii Cloud (hereinafter: the "Software"). The term "Documents" shall include any user manual and/or instructions that Bytii Cloud may provide regarding the Software services (hereinafter: the "Documents").

5.2 Restrictions on Use: The Customer shall not permit, allow or assist any third party, and shall not do so itself:

5.2.1 To perform reverse engineering, disassembly, re-engineering or attempt to discover the source code or the ideas, structure, organization or algorithms underlying the Software;

5.2.2 To provide, rent, lease, publish, distribute, sublicense, assign, delegate or transfer or otherwise use, or allow others to transfer or use the Software for the benefit of any third party;

5.2.3 To modify, enhance or create derivative works of the Software. In addition, and without detracting from the foregoing, the Customer agrees that any repair, modification or adaptation of the Software and/or the Documents, made by it even in violation of the license terms, shall be the exclusive property of Bytii Cloud, and shall be subject to the provisions of these Terms of Use. The Customer hereby irrevocably assigns to Bytii Cloud all such repairs, modifications and adaptations, immediately upon their commencement.

5.2.4 The Customer undertakes to ensure that all its employees and/or agents comply with the provisions of this section and its other obligations contained in the Offer in connection with the license to use the Software.

5.3 Bytii Cloud encourages the issue of information security, and therefore allows its customers who wish to do so to conduct information security tests in advance coordination. However, in order not to harm all Bytii Cloud customers, the Customer hereby undertakes to refrain from any of the actions listed below:

5.3.1 Attempting to penetrate / disrupt / hack into the computing cloud, including software located therein;

5.3.2 Using the computing cloud and/or the Software services and/or its features in any way that may affect security, speed and/or stability of Bytii Cloud's servers and their operation. Such as: DDoS, DoS, Sniffing operations, computerized robots for remote system availability checks, etc.;

5.3.3 Providing access to the computing cloud and the Software services to those who are not authorized to do so under this agreement without obtaining Bytii Cloud's prior written consent;

5.4 It is hereby declared and agreed that any of the above actions, if taken by the Customer, shall entitle Bytii Cloud to immediate cancellation of the agreement, termination of the Customer's website activity and compensation for all damages caused to Bytii Cloud and/or any of its customers and/or any third party whatsoever as a result of any of the aforementioned actions, without detracting from any right and/or remedy that Bytii Cloud may have under any law and/or agreement.

5.5 Copyright and Intellectual Property

5.5.1 For the avoidance of any doubt, subject to the license detailed in the Offer, all rights of any kind whatsoever in all of Bytii Cloud's development products, whether made under an agreement with the Customer or not, and/or any intellectual property related to the Software and/or the Documents, as defined below, shall remain exclusively owned by Bytii Cloud.

5.5.2 Bytii Cloud retains exclusive ownership of all intellectual property rights in the Software, as defined below, its development products and the Documents, as defined below, as well as the knowledge, plans, drawings, calculations, diagrams, technical information, specifications, processes, methods, technologies, models, and any document of any kind whatsoever and any knowledge relating to and/or arising from and/or related to the Software and/or its development services, as well as future development of the Software, without limitation of time and place. All techniques, algorithms and processes contained in the Software or any modification or removal resulting therefrom constitute a trade secret and are proprietary information of Bytii Cloud and/or third parties with whom Bytii Cloud has contracted. The Customer acknowledges and agrees that all rights and ownership in the Software, and in any patents, copyrights, trade secrets, trademarks and all other intellectual property rights, used or contained in or relating to the Software and the Documents, are and shall remain at all times the exclusive property of Bytii Cloud. Any third-party software, and any intellectual property rights relating thereto, are and shall remain the exclusive intellectual property of the relevant third-party provider. Bytii Cloud undertakes that any incidental use of third-party software made in the context of the use of the Software, is made with the permission and authority of that third party by virtue of its engagement as aforesaid with those third parties.

5.5.3 The Customer shall retain and shall not remove, alter or obscure any proprietary notice including the copyright notice appearing on the Software or on the Documents and on any media containing the Software.

5.5.4 It is hereby agreed that the copyrights in all the data entered by the Customer into the Software and reports generated as a result of the use of the Software belong to the Customer and are its sole property. The data structure, the way they are arranged, stored, represented and presented in the database is not part of the scope of the Customer's rights and shall belong to Bytii Cloud.

5.5.5 It is agreed that the Customer shall grant Bytii Cloud a right of use in the information entered into the Software throughout the term of the agreement with the Customer for the purpose of operating the Software and providing the Services only and subject to maintaining its confidentiality and not using it for any other purpose.

5.6 Maintenance, Backup and Storage, Training

5.6.1 Bytii Cloud undertakes to act to develop the Software in such a way that the Software, when properly installed and used correctly in the hardware configuration and operating system for which it is intended and in a manner that is materially reflected in the Documents as defined above - if any, will function properly as mentioned in the Documents (hereinafter: "Bytii Cloud's Responsibility"); This Bytii Cloud's Responsibility is the sole commitment that will apply to Bytii Cloud in connection with the functioning of the Software, whether in contracts, torts or any other cause of action. Bytii Cloud's Responsibility as mentioned will not apply to any problem in the Software caused by:

Any change or provision of service to the Software by any party other than Bytii Cloud, without Bytii Cloud's prior written consent;

Use of the Software not in accordance with the Documents;

Use of the Software with hardware or software that is not mentioned in the Documents and has not been approved in advance by Bytii Cloud;

Any computer virus or similar malicious code found in the Software, not due to Bytii Cloud's fault;

User errors at or on behalf of the Customer and/or errors arising from requests and/or characterization on behalf of the Customer, including, problems caused by incorrect configuration or failure to perform required administrative duties;

External reasons to the Software, such as, without detracting from the generality of the foregoing, power outages, voltage surges or communication failures, security breaches and/or hackers, etc.; The Customer is solely responsible for taking all the necessary and/or recommended precautions in its opinion to protect itself from claims, damages, loss and/or danger that may arise as a result of and/or in connection with its use and/or reliance on the Software and/or any part thereof.

5.6.2 In the event that the Customer notifies Bytii Cloud of a serious malfunction in accordance with Bytii Cloud's Responsibility, then the Customer's sole and exclusive remedy, and Bytii Cloud's sole and exclusive obligation will be, during the first 5 business days after the malfunction is identified and an error report is generated by Bytii Cloud, to try to fix the malfunction. If Bytii Cloud is unable to fix the malfunction within the aforementioned time frame, then, at the Customer's discretion, Bytii Cloud:

(1) will continue to try to fix the malfunction, to the mutual satisfaction of the parties so that the Software will operate materially in accordance with the Documents, or

(2) will provide a reasonable alternative solution, or

(3) will allow the Customer to cancel this agreement and stop paying and/or receive a refund of the license fees for the period during which the Customer was prevented from properly using the Software.

A "serious malfunction" is defined as a malfunction in Bytii Cloud's Software that disables the Software service in such a way that purchases cannot be made in the Customer's online store. Subject to the provisions of the agreement with the Customer and as long as the agreement with the Customer is in force and subject to Bytii Cloud's Responsibility as defined above, Bytii Cloud will provide, without additional consideration beyond that stipulated in the agreement with the Customer, maintenance, backup and storage services as detailed below:

5.6.3 Bytii Cloud will work to fix malfunctions in the Software and install upgrades to the Software, from time to time, at its sole professional discretion and without this constituting a commitment on the part of Bytii Cloud. The Customer's sole remedy in the event of dissatisfaction with Bytii Cloud's Software developments will be termination of this agreement in accordance with the provisions of the agreement with it and these Terms of Use.

5.6.4 Bytii Cloud may immediately stop the services provided to the Customer, all or part of them, temporarily and for a minimal period of time if possible, while notifying the Customer as far as possible in the circumstances, if this is necessary for the operation, maintenance or expansion of the Service Provider's Software services, or for other technological reasons at the sole discretion of Bytii Cloud.

5.6.5 Bytii Cloud will not be responsible for the availability and functioning of cloud services provided by third parties. Bytii Cloud will take care to inform the Customer, as far as possible, as soon as possible in the circumstances, when it becomes aware of interruptions in the cloud services, among other things, due to the need for operation, maintenance or expansion of the servers.

5.6.6 Notwithstanding the provisions of this section and in addition to the provisions of the Limitation of Liability section, Bytii Cloud's liability will not apply to malfunctions caused by use of the Software not in accordance with the Documents or due to the combination of the Software with improper applications or due to an external malfunction or in connection with other systems of the Customer or any third party.

5.6.7 Without detracting from the generality of the foregoing, it is clarified that Bytii Cloud, although it cannot guarantee this, will make every effort to ensure that the Software or any part thereof is free of failures and/or interruptions and/or defects in functioning caused by viruses and/or any other element with destructive properties. The Customer accepts the fact that there may be defects and/or bugs and/or security vulnerabilities in the Software and that Bytii Cloud will work to fix malfunctions and/or repair the site in the event that it is hacked.

5.6.8 Bytii Cloud backs up the site's DATA daily, which is text only. Backup beyond the above is subject to payment as agreed between the Customer and Bytii Cloud.

5.6.9 Site storage is performed on servers managed by Bytii Cloud and any use by the Customer of Bytii Cloud's storage services is subject to the terms of the storage agreement between Bytii Cloud and the server providers, including Bytii Cloud's right to immediately terminate the Customer's site activity in case of copyright infringement and in other cases, all as detailed in the storage services agreement.

5.6.10 Customers of the Service Provider who have paid the Service Provider the license fees are entitled to receive training via email from the Service Provider's service representatives, up to two hours after the end of the development. In addition, the aforementioned customers may request training via Zoom or any other means of online meeting once a month for a fee that will be priced in advance, all in advance coordination with the Service Provider and as far as possible and subject to the provisions of the Offer, all subject to the sole discretion of the Service Provider and without detracting from its right to cancel and/or change the possibility of requesting training at any time.

6. Duration of Agreement

6.1 The agreement will begin on the day it is signed and/or on the offer and will continue to apply in accordance with the provisions of the offer unless it is terminated in accordance with the provisions of the offer or the provisions of this section. If the term of the agreement is not specified in the offer, the agreement will be valid from the date of commencement of the services and will be automatically renewed for additional periods of one year each, unless the agreement is terminated in accordance with the offer or in accordance with this section.

6.2 Each party will be entitled to terminate the agreement between the parties with 30 days prior notice or immediately, if an update has been made to the terms of the agreement between the parties. The parties will cooperate in the event of termination of the agreement between the parties.

6.3 The manner of providing the services, their components and their general terms may change and even be terminated temporarily or permanently, at any time, at the sole discretion of Bytii Cloud and for any reason whatsoever without this constituting a breach of the agreement and/or entitling the customer to any compensation. If Bytii Cloud decides to stop providing the services - the customer will be given one month's prior notice. Notwithstanding the above, Bytii Cloud will be entitled to delay the provision of the services and/or terminate its services immediately and the customer will not have any claim in this regard:

a. In any case of non-payment of the consideration and/or any part of it to Bytii Cloud and/or breach of confidentiality obligation and/or in any case of a fundamental breach by the customer that is not remedied within 15 days from the date of Bytii Cloud's notice of the breach;

b. In any case in which Bytii Cloud believes that the services have been misused and/or illegally used and/or in a manner that harms Bytii Cloud's other customers;

c. In any case of carrying out repairs and/or maintenance, etc.;

d. In any case of consumption of services by the customer in volumes that are not reasonable and/or overload Bytii Cloud's systems in a way that may impair the quality of Bytii Cloud's services.

6.4 Without detracting from any other right or remedy available to Bytii Cloud under any law and/or under the provisions of the agreement with the customer, Bytii Cloud is entitled to terminate the agreement, by providing oral or written notice to the customer, in any of the following cases:

6.4.1 The customer commits a breach of the license terms, and the breach as mentioned is not remedied within 3 days from the date of oral or written notice from Bytii Cloud specifying the breach and demanding to remedy it; or

6.4.2 If the breach is not remediable or if the customer violates the provisions of the license terms, the offer terms, the restrictions on use sections or the copyright and intellectual property rights sections or the confidentiality sections below; or

6.4.3 If during the establishment of the store, discrepancies in coordination of expectations regarding design, development, implementation, communication or other inputs required for or by the customer are discovered;

6.4.4 If the customer has not paid any amount that is due to be paid to Bytii Cloud within 14 days from the date on which Bytii Cloud warned the customer orally or in writing that the payment agreed in this agreement was not paid on time;

6.4.5 If the customer has filed a request for dissolution or for the appointment of a receiver or has made a general arrangement with its creditors, or if an involuntary request has been filed to take such actions against the customer, and such a request has not been canceled within 30 days.

6.5 Upon termination of the license for any reason whatsoever:

6.5.1 The Customer shall immediately cease using the Software services.

6.5.2 Bytii Cloud shall be entitled, at its sole discretion, to remove the Customer's website from its servers and/or redirect the Customer's domain to its servers, and if it chooses to do so, the data shall be permanently deleted.

6.5.3 At the Customer's request, Bytii Cloud shall allow the Customer to create a backup copy of the last existing data on Bytii Cloud's servers which contains data entered by the Customer or belonging to the Customer. The backup of the data entered by the Customer can be downloaded as is, according to the data download options available in the store's management interface.

6.6 Immediately upon cancellation of the agreement with the Customer, as mentioned above, the Customer's right to use the license shall expire and the Customer shall not have any further right to use the Software or the Software services.

6.7 Termination of the license granted to the Customer due to a breach by the Customer shall be in addition to, and shall not constitute a waiver of, any remedy at law or in equity available to Bytii Cloud in the circumstances.

6.8 Sections 4 (except 4.1 and 4.15), 5.2, 5.3, 6, 9, 10, 11 and 12 and their sub-sections shall continue to be in force even after the termination of the agreement between the parties.

7. Confidentiality

7.1 The Customer undertakes to maintain absolute confidentiality and not to transfer in any way, to any third party whatsoever, any information, including technical, technological, professional, commercial and/or other matters that have come to its knowledge, whether orally or in writing, directly or indirectly, or in any other way in connection with Bytii Cloud's services, including the terms of the Offer, unless the matter has become public knowledge not by way of breach of confidentiality obligation and/or as required by law.

8. Limitation of Liability

8.1 The Customer acknowledges that it is aware that in any event Bytii Cloud will not have any liability whatsoever and will not be liable for any direct or indirect damage, incidental, special, consequential or consequential damage, and/or damage of any kind, including, without detracting from the generality of the foregoing, loss of income, loss of profit or loss of business opportunity, loss of reputation, disruption of business, disruption, loss or theft of data or business information, the cost of obtaining alternative goods or services, caused for any reason whatsoever, arising out of or related in any way to the use of the Services, use of the Customer's website, and/or reliance on it or its performance, delay in use or inability to use it, in their provision or non-provision of the site and/or Bytii Cloud's services and/or any other cause, even if Bytii Cloud was aware of the possibility of such damages occurring, and the Customer will not have any claim and/or lawsuit and/or demand against Bytii Cloud and/or anyone on its behalf in connection with such damage. In any event, Bytii Cloud's total liability in connection with any liability related to its services from any cause of action of any kind, including, without detracting from the generality of the foregoing, a contractual cause, tort, negligence, strict liability, breach of warranty or any other cause, arising out of or relating to the agreement with the Customer or the software licensed or the site built by Bytii Cloud will not exceed the amount paid in advance to Bytii Cloud under the agreement with the Customer, during the 3 months preceding the date of the cause of action or damage. If the Customer has not yet used Bytii Cloud's services and is not paying a monthly payment, Bytii Cloud's liability will not exceed the amount actually paid in advance to Bytii Cloud for services not yet performed in the setup process according to the offer.

8.2 Without detracting from the foregoing, the Service Provider and/or anyone on its behalf will not be liable for any damage arising from circumstances beyond its control, including, fire, epidemics, war, strike or shutdown, acts of sabotage, severe disruptions to public order, shortage of reasonable sources for the supply of essential equipment to the system, act or omission of a third party or limitations imposed by it, laws, regulations, decrees or other governmental instructions, military and/or security restrictions or other circumstances beyond the control of the Service Provider and due to which it is unable to meet its obligations despite reasonable efforts.

8.3 If the applicable law does not allow the limitation of one or more of the areas of responsibility mentioned above, Bytii Cloud's liability in such a case will be limited to the maximum extent permitted by such law.

9. Indemnification

The Customer undertakes to indemnify the Service Provider, its employees, officers and/or anyone on its behalf (together: "the Indemnified Parties") immediately upon their first written request, against any damage, cost, loss and expenses, including reasonable attorneys' fees, caused to any of the Indemnified Parties due to or in connection with the Customer's representations and undertakings, the Customer's performance of this Agreement and/or any claim or demand of a third party against the Service Provider due to the parties' engagement as mentioned in this Agreement and/or the Offer, the provision of services to the Customer and/or due to a breach of the rights of a third party as mentioned. The provisions of this section shall also apply after the termination of the Agreement.

10. Miscellaneous

10.1 The relationship between the Service Provider and the Customer is that of an independent contractor - client. No employee-employer or partnership relationships exist between the Service Provider and anyone on its behalf and the Customer and anyone on its behalf.

10.2 This agreement is subject to the provisions of the applicable law in Israel, excluding the laws dealing with the choice of applicable law, and the court in Petach Tikva has exclusive jurisdiction to hear any dispute related to it.

10.3 Any provision of this agreement that is found to be invalid or illegal or unenforceable will not affect the validity or enforceability of the remaining provisions of this agreement.

10.4 In any contradiction between the provisions of this agreement and the offer or any other appendix, the provisions of the agreement will prevail. In any contradiction between the provisions of this agreement and the provisions of the law, the provisions of the law will prevail, unless the law allows for a condition to its provisions, in which case the provisions of the agreement will prevail.

10.5 The offer, and all other appendices to it and the other documents mentioned in this agreement are an integral part of it and the Customer's signing of the offer or this agreement constitutes its confirmation regarding the receipt of these accompanying documents and agreement to the conditions contained therein. Signing the offer is the same as signing this agreement.

10.6 The Customer is not entitled to assign or transfer to another its rights and/or obligations under this agreement or in connection with it.

10.7 This agreement cancels any prior agreement, understanding and/or commitment, whether oral or in writing, whether express or implied, in all matters relating to the right of use under this agreement.

10.8 The rights of the Service Provider under the agreement will not be affected by granting an extension to the Customer, and delay in response and/or non-response on the part of the Service Provider will not be considered a waiver of any kind.

10.9 The addresses of the parties are as stated in the offer. Any notice sent by registered mail in Israel from one party to the other according to the address listed above will be considered as if it reached its destination within seven business days from the date of its dispatch as mentioned or immediately upon its delivery by hand or within one business day from the date of sending by e-mail to the email address listed in the offer.