This Terms and Conditions ("Terms") governs your access and use of Sweetch Health Ltd. ("Company” "we", "us” "our") services that include: (i) mobile application ("App"); and (ii) Cloud-based platform and web interface associated with the App ("Dashboard") (collectively, the "Services").

These Terms constitute a legally binding and enforceable agreement between the Company and the users of the Services which include: (i) App Users who use the App for achieving their personal health goals ("App User"); and (ii) third parties who use the Dashboard for monitoring their App Users' status and progress (e.g., a dietician or physician of an App User), including our customers and partners who engaged us for providing the App Users with the Services ("Enterprise User" and "Enterprise Account Owner") (App User and Enterprise User together "you" or a "User"). You and the Company shall each be referred to herein as a "party" and collectively as the "parties".

1. ACCEPTANCE OF THE TERMS AND ELIGIBILITY

1.1. BY REGISTERING TO THE SERVICES, OR BY OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS, INCLUDING OUR PRIVACY POLICY ("PRIVACY POLICY").YOU AGREE TO BE BOUND BY THESE TERMS AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS REGARDING YOUR USE OF THE SERVICES. PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE TO ALL OR PART OF THESE TERMS, PLEASE DO NOT REGISTER OR USE THE SERVICES IN ANY MANNER.

1.2. By using the Services you further represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; and (e) you shall comply with applicable laws, regulations, guidelines, and these Terms throughout your use of the Services.

1.3. The use of the Services is void where prohibited. The Services are not designed nor created for the use of minors. If you are under the age of 18, please avoid using any of it.

1.4. By using the Services, you represent and warrant that you have the right, power, and capacity to abide by these Terms. If you use the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that other legal entity to these Terms. In addition, any App User using the Services under an Enterprise User is subject to the agreement between the relevant Enterprise User and us.

1.5. The Company reserve the right to demand from any User to provide any additional information and documentation, as required subject to Company's sole discretion, for verifying such User's age and legal eligibility.

2. SCOPE AND LICENSE

2.1. The scope of the Services provided to each User shall be as determined in accordance with the specific agreement signed between the Company and the relevant Enterprise Account Owner, under which such User gains access to the Services.

2.2. Subject to these Terms, the Company grants the User with a revocable, limited, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to use our Services solely during the term of these Terms for the purposes set forth herein ("License").

2.3. The Company, at its sole discretion, is entitled to (i) determine the features, settings, or other tools which are available as a part of the Services; (ii) modify, correct, amend, update, upgrade, enhance, improve, remove, replace or make any other changes to, or discontinue, or cease, temporarily or permanently, any features or functionalities of the Services; and (iii) modify and renew the License under any of the circumstances listed in subsection (ii) above, without incurring any liability to you.

3. SWEETCH SERVICES AND CONTENT

3.1. The App provides the App User with recommendations, content, articles, and notifications regarding his nutrition, fitness, diet, and other daily habits and activities (“Sweetch Content” and "Notifications"). The Notifications are based upon a personal profile we create for the App User through the collection and analysis of the App User's data as described hereunder and in the Privacy Policy.

3.2. The Dashboard allows any Enterprise User to manage, monitor, and oversee its App User's data and progress. It also enables the Enterprise User administratively manage its operations and accounts.

3.3. The Company, at its sole discretion, is entitled to (i) determine the features, settings, or other tools which are available as a part of the Services; (ii) modify, correct, amend, update, upgrade, enhance, improve, remove, replace or make any other changes to, or discontinue, or cease, temporarily or permanently, any features or functionalities of the Services; and (iii) modify and renew the License under any of the circumstances listed in subsection (ii) above, without incurring any liability to you.To use the App, the App User will be required to use a device that meets specific system requirements alongside an internet connection, install the App, and provide it with certain authorizations and permissions. Also, the App User may be required to report certain daily activities, such as blood glucose levels; meals and nutrition; used medications; physical activity in which it engages; dates and times of any such action; etc. If the App User does not report activity at the expected time, the App will send a reminder.

3.4. The collection and usage of such data shall be subject to the App User's discretion and its consent provided as part of the registration process, as well as the provisions of the Privacy Policy. You are not under any obligation to provide us with any data. However, since the Services aim to provide personalized recommendations based upon personal profile, using the Services may not be possible without collecting and analyzing your data.

3.5. The Services, including the Sweetch Content and Notifications, are based upon professional knowledge and research, generated with great care, and designated to assist you with daily managing your chronic condition. However, the Services cannot and are not meant to replace professional consultation with and diagnosis by your healthcare professional. The Company and the Services never, and under no circumstances, provide medical advice. No content, delivered directly through the Services or otherwise by the Company, is designated to replace a consultation with a healthcare professional.

4. REGISTRATION AND ACTIVATION

4.1. To use the Services, you must first register and create an account ("User Account") on a designated landing page. Each User may only create one User Account, and each User Account can only be used by one User.

4.2. For registering as an App User, you will be required to provide basic details such as full name, a valid email address and a phone number, Date of Birth, and Gender and accept the Terms and the Privacy Policy. Further, you will be required to provide your home address so we can ship you your Sweetch kit and some information regarding your known health conditions.

4.3. The initial registration process will be completed through a confirmation code sent to you by phone or email. We reserve the right to reject any User or registration process without stating a reason, including by automatic security and validation measures and tools.

4.4. Upon completing the initial registration process, the App User will be required to download and activate the App on their smartphone device with its user name and password, and provide further information regarding their demographics, daily activity and habits, health and physical goals, and other data needed so we can build a personalized program for you.

4.5. Enterprise Users shall be registered and managed through the relevant Enterprise Account Owner, acting as the admin of its Enterprise Users.

4.6. You hereby represent and warrant that you will provide accurate and complete information in connection with your User Account. The Company reserves the right to suspend or terminate the User Account in the event that any untrue or inaccurate information was provided during the registration process or through the use of the Services. You alone will be fully responsible for maintaining the confidentiality of your password and username for your User Account and for all activities in connection with the User Account, whether done by you or on your behalf. Any unauthorized use or access to the User Account or the Services must be immediately reported to us. You may not assign or transfer your rights under the User Account, including your username and password, without the Company's prior written consent. You may update and revise some of the information included in your User Account as will be explained and enabled through the Services.

5. USER CONTENT AND MEASUREMENT TOOLS

5.1. As explained above, the Services are based upon App User’s data collected through various means, including (a) direct feedback provided by the App User during the ongoing use of the App; and (b) readings from the smartphone device sensors and other measurement tools, e.g., glucometer, smart watch and weight scale (“Measurement Tools”) (collectively “User Content).

5.2. When assembling the Sweetch Kit and using the data collected from Measurement Tools, we make great efforts to ensure the proclaimed accuracy and quality of those tools. However, the Company is not responsible and cannot guarantee measurement tools' proper operation and actual accuracy. You acknowledge and agree that any deviation or inactivity of those tools can affect the optimal function and correctness of the Services and the Notifications, and to the extent permitted by law, we do not accept any responsibility for any such improper use or function.

5.3. You represent and warrant that any User Content that you upload (i) complies with applicable law; and (ii) that you have all necessary rights, licenses, consents, and authorities required under applicable law to submit such User Content. You are and shall remain fully and solely responsible for any User Content you upload.

5.4. The Company has no obligation to accept, display, or maintain any User Content and has the right to delete any such content at its sole discretion without notifying the App User. Moreover, the Company does not warrant or undertake to retain or maintain any such content to any specific or minimal period, and the Services do not include any obligation to record and keep any User Content.

6. USER RESTRICTIONS AND CONDUCT You represent and warrant that you shall not, nor agree, authorize or encourage any third party to:

Disassemble, decompile, reverse engineer the Services or any portion thereof, or attempt to discover its source code or underlying algorithms;
Use the Service in a non-compliant, unlawful, illegal, fraudulent, or inappropriate manner, or in a manner that could give rise to any civil liability or lawsuit;
Use the Services for any commercial purpose not expressly permitted by the Company (in these Terms or any separate written agreement);
Upload invalid data, viruses, worms, malicious code, or other software agents through or to the Services;
Circumvent, disable or otherwise interfere with security-related features of the Service or prevent others from using the Service;
Attempt to access any Users Account without permission;
Collect, intercept or harvest any data regarding the Services, Content, or Users Content or any other related information;
Use the Service to promote, conduct, or contribute to fraudulent, illegal, or otherwise inappropriate activities, including, without limitation, deceptive impersonation;
Interfere with or disrupt (or attempt to interfere with or disrupt) the Services or servers or networks connected to the Services or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;
Upload or provide the Services with any data, including but not only personal data that you do not have a right to transmit or communicate under any contractual or fiduciary relationship or which infringes any copyright, trademark, patent, or other intellectual property right or any moral right; or
Otherwise use the Service in any unlawful manner or in breach of these Terms.

6.1. Any failure to comply with the provisions set forth above may result in, at the Company's sole discretion, the termination or suspension of access to the Services as well as the immediate termination of these Terms, without derogating from any other remedy the Company may be entitled to under this Terms or any applicable law.

7. TERM AND TERMINATION

7.1. With respect to any App User These Terms shall remain in effect until terminated as follows: (i) immediately and at Company’s sole discretion if you fail to comply with any of the provisions of these Terms; (ii) If you object to any term hereof, as may be amended from time to time, or become dissatisfied with the Services, you may terminate these Terms at any time by stopping your use of the Services and deleting the App from your device, and this will be your sole remedy in such circumstances; (iii) due to the termination of any agreement between the Company and a relevant Enterprise Account Owner.

7.2. Enterprise User term and termination shall be as agreed in the agreement between the relevant Enterprise Account Owner and the Company.

7.3. Upon termination of these Terms: (i) the License, the User Account, and all other rights granted to you hereunder will automatically terminate, and (ii) any provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of these Terms.

7.4. Additionally, the Company may at any time, at its sole discretion, cease the operation of the Services or any part thereof, temporarily or permanently, correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, content or features therein without giving any prior notice. You agree and acknowledge that the Company does not assume any responsibility with respect to or in connection with the termination of the Services operation and loss of any data. The Company reserves the right to revoke your access and use of the Services at any time, with or without cause.

7.5. You may cancel your Account at any time by sending an email to support@sweetch.com or through the designated feature in the App. Your User Account will terminate within a reasonable time following your request, and from that date of termination, you will no longer be able to access it (see further details with respect thereto in the Privacy Policy). Canceling your User Account may cause the loss of your information.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. The Intellectual Property Rights and all other rights, title, and interest of any nature in and to the Services or any related documentation made available by or on behalf of the Company hereunder (including all modifications, enhancements, upgrades, customizations, and derivative works thereof) are and shall remain the exclusive property of the Company and its licensors. For the purpose of these Terms "Intellectual Property Rights" shall mean all intellectual property rights of every kind and description, including without limitation: (i) rights in or to trademarks and service marks (whether or not registered), trade names, and other designations of a source of origin, together with all goodwill related to the foregoing, (ii) patents and patent applications, (iii) rights in or to copyrights, whether or not registered, (iv) rights in or to trade secrets and confidential information, including without limitation know-how, technology methods, ideas and inventions, (v) rights in the software and computer code (whether in source code, object code or any other form) and (vi) all applications and registrations of any of the foregoing.

8.2. If the Company receives any feedback (e.g., questions, comments, suggestions) regarding the Services ("Feedback"), all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to the Company. To the extent required by applicable law, you hereby irrevocably transfer and assign all Intellectual Property Rights you may have in such Feedback to the Company and waive any and all rights, including moral rights, that you may have in respect thereto.

8.3. Nothing in this Terms shall be construed as transferring any right, title, or interest to you or any third party unless explicitly stated hereunder. The Company and its licensors reserve any and all rights not expressly granted in these Terms. The provisions of this section shall remain in full force and effect after termination or expiration of the Terms for whatever reason.

9. INDEMNIFICATION

You shall indemnify, defend and hold the Company harmless, and its respective affiliates, officers, directors, shareholders, or representatives ("Indemnified Parties") from any and all demands, judgments, awards, losses, damages, expenses, claims and liabilities, and all related costs, including reasonable legal fees ("Liabilities") incurred by the Indemnified Parties as a result of or arising out of a third party claim in connection with: (i) your breach of these Terms; (ii) your gross negligence, willful misconduct or fraud, or that of your employees', agents', or subcontractors'; (iii) medical negligence or medical malpractice caused by Enterprise User's actions or omissions (iv) any breach or violation of applicable law by you.

10. DISCLAIMER OF WARRANTIES

9. INDEMNIFICATION

THE COMPANY IS NOT A LICENSED MEDICAL CARE PROVIDER. THE SERVICES ARE NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL ADVICE OR DIAGNOSIS, TREAT OR MANAGE ANY ILLNESS OR MEDICAL CONDITION, BUT MERELY TO SUPPORT THE APP USER’S MANAGEMENT OF THEIR CHRONIC CONDITION AND ASSIST HIM WITH ACHIEVING HIS PERSONAL HEALTH GOALS AS DEFINED BY HIM, UNDER THE SUPERVISION OF ITS RELEVANT ENTERPRISE USER. ANY APP USER IS RESPONSIBLE FOR THEIR HEALTH AND FOR DISCUSSING THEIR SYMPTOMS WITH A SUITABLE HEALTHCARE PROFESSIONAL. PLEASE CONSULT WITH YOUR DOCTOR OR OTHER QUALIFIED HEALTHCARE PROVIDER BEFORE MAKING ANY DECISIONS OR TAKING ANY ACTIONS THAT MAY AFFECT YOUR HEALTH AND SAFETY. THE APP USER ACKNOWLEDGES AND AGREES THAT ANY TREATMENT OR HEALTH-RELATED ASPECT OF THE SERVICES ARE PROVIDED TO HIM SOLELY BY THE RELEVANT ENTERPRISE USER. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO ANY MEDICAL TREATMENT OR ADVICE, EVEN IF PROVIDED THROUGH THE USE OF THE APP. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. EXCEPT PROVIDED HEREIN, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE, OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT IT WILL CORRECT ANY ERRORS IN THE SERVICES. THE COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, AND MAKES NO REPRESENTATION, NOR DOES IT EXTEND ANY WARRANTY OF ANY KIND CONCERNING THE ANALYSIS CALCULATED THROUGH THE SERVICES, THE SWEETCH CONTENT, AND THE NOTIFICATIONS PROVIDED TO THE APP USER. THE COMPANY WILL HAVE NO DUTY OR OBLIGATION TO VERIFY, CORRECT, COMPLETE, OR UPDATE ANY SWEETCH CONTENT, NOTIFICATIONS, OR INFORMATION DISPLAYED IN OR AVAILABLE THROUGH THE SERVICES. YOU AGREE THAT THE COMPANY WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET OR ANY TELECOMMUNICATIONS. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES IS OR WILL BE AVAILABLE FOR USE IN ANY PARTICULAR LOCATION OR AT ANY SPECIFIC TIME OR THAT THE PHOTOGRAPHER WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM THE SERVICE. EXCEPT AS EXPRESSLY STATED HEREIN, THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION, DATA, OR CONTENT YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING YOUR USE OF THE SERVICES. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND RESPONSIBILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO TO THAT EXTENT, CERTAIN EXCLUSIONS SET FORTH HEREIN MAY NOT APPLY.

10. DISCLAIMER OF WARRANTIES

11. LIMITATION OF LIABILITY AND DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY AGREE TO RELEASE THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS, AND LICENSORS (THE “RELEASED PARTIES”) FROM ANY AND ALL LIABILITY IN CONNECTION WITH YOUR USAGE OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY SWEETCH CONTENT OR NOTIFICATION), AND PROMISE NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES, OR LOSSES ASSOCIATED WITH SUCH USE. YOU ALSO AGREE THAT IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) YOUR USE OR MISUSE OF THE SERVICES, INCLUDING ANY PLAN, PROGRAM, NOTIFICATION, RECOMMENDATION OR ANY ACTIVITY CREATED OR PROVIDED THROUGH THE APP; (C) ANY MISTAKE, ERROR, MISCALCULATION, WRONG ALGORITHM OR ANY OTHER FAILURE RELATED TO THE APP’S UNDERLYING ARCHITECTURE AND KNOWLEDGE BASIS; (D) ANY DELAY OR INABILITY TO USE THE SERVICES EXPERIENCED BY YOU; (E) ANY READING, RESULT, MEASUREMENT OR ANY RELATED ANALYSIS OR CALCULATION PRESENTED BY THE SERVICES OR COLLECTED THROUGH THE USE OF ANY RELATED EQUIPMENT AND MEASUREMENT TOOLS; (F) ANY INCORRECT DATA, INCLUDING PERSONAL DATA, PROVIDED BY YOU OR ON YOUR BEHALF DURING THE USE OF THE SERVICES AND ANY CONSEQUENCES OF PROVISION OF SUCH INCORRECT DATA TO US; OR (G) ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR CONTENT OBTAINED THROUGH THE SERVICES, OR ANY DOWNLOADED CONTENT THAT THE USER HAS RECEIVED THROUGH THE SERVICES. ANY SUCH LIABILITY IS EXCLUDED WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. WITH REGARD TO APP USERS WHO ARE NOT ENTERPRISE USERS, RELEASED PARTIES’ LIABILITY FOR FINANCIAL LOSSES, CONSEQUENTIAL DAMAGES, LOST PROFIT, AND DAMAGES RESULTING FROM THIRD-PARTY CLAIMS IS EXCLUDED. IN NO EVENT SHALL THE RELEASED PARTIES’ AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICES, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE GREATER OF EITHER (A) ONE HUNDRED US DOLLARS ($100) OR (B) THE CONSIDERATION PAID BY THE USER TO THE COMPANY IN THE SIX (6) MONTHS PRIOR TO DATE THE CLAIM. THIS LIMITATION OF LIABILITY DOES NOT AFFECT THE RELEASED PARTIES LIABILITY FOR ANY LIABILITY THAT CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. CONFIDENTIALITY

In the context of the relationship under these Terms, either party ("Disclosing Party") may disclose to the other party ("Receiving Party") certain confidential information, whether regarding its technology, business or personal affairs ("Confidential Information"). The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its use or provision of the Services. Confidential Information shall not include information that Receiving Party can show: (i) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, as evidenced by written and dated record: (ii) was received by Receiving Party from any third party without restrictions; (iii) is publicly and generally available, free of confidentiality restrictions; or (iv) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation. Receiving Party shall restrict disclosure of Confidential Information to those of its employees and contractors with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. The non-disclosure and non-use obligations set forth in this Section 12 shall survive the termination or expiration of these Terms for a period of 3 years.

13. PRIVACY AND DATA PROTECTION

We will store, process, and use the information you provide during the use of the Services in accordance with the Privacy Policy. In addition, some aspects of your usage of the Services and the data processed by us in accordance with such use shall be subject to the Data Processing Agreement signed with the relevant Enterprise Account Owner.

14. AMENDMENTS

The Company reserves the right to modify, correct, or amend these Terms at any time. The most current version of these Terms will always be displayed on the Services, and any changes will be indicated under the "Last Amended" date above. You are responsible for ensuring that you are familiar with the most current version of these Terms. Your continued use of the Services following the publication by the Company of an amended version of this Terms shall constitute your express agreement to be bound by the amended Terms. The Company might provide you with a written notification, an alert in the App or or display a notice on its website at its sole discretion if a material change was made. If you object to any term or condition of this Terms or any subsequent modifications thereto, or become dissatisfied with any of the Services, your only recourse is to cease using the Services immediately.

15. APPLE

These Terms are an agreement between you and Sweetch. Apple has no responsibility for the Application or the content of the Application, including in respect of claims of intellectual property infringement, product liability or in respect of claims that the Application does not conform with applicable law. To the maximum extent permitted by applicable law, Apple provides no warranty in respect of the Application and has no obligation to provide support in respect of the Application. All claims in respect of the Application must be directed to Sweetch and not to Apple. Your use of the Application must be in compliance with the App Store Terms of Service, and you may only use the Application on an iPhone or iPod that you own or control as permitted by such terms. In the event the Application fails to conform to the warranty set forth herein, you may notify Apple, and Apple will refund the purchase price for the Application to you. Apple shall be a third-party beneficiary of these Terms with the right to enforce these Terms against you.

16. MISCELLANEOUS

16.1. Governing Law and Jurisdiction - These Terms and any claim, controversy, or dispute arising out of, related to, or otherwise in connection with these Terms shall be interpreted, construed, and enforced in accordance with the laws of the state of Israel, applied without giving effect to any conflicts of law principles. The parties agree that any lawsuit that may be brought concerning these Terms shall be brought and tried exclusively in the competent courts in Tel Aviv, Israel.

16.2. Relationship of the Parties - Each Party hereunder is considered an independent contractor. Nothing herein shall be deemed or construed to create a joint venture, fiduciary or agency relationship between the Parties for any purpose.

16.3. Assignment - These Terms may not be assigned or transferred by you without Company's prior written consent.

16.4. Force Majeure - Neither party shall be liable for any delay or failure to perform if and to the extent that such delay or failure to perform is caused or otherwise brought about by circumstances beyond the non-performing party's reasonable control, including strikes, lockouts, labor troubles, restrictive government or judicial orders or decrees, riots, insurrection, war, terrorism, Acts of God (including a pandemic), and/or inclement weather, which the non-performing party is unable to prevent by the exercise of reasonable due diligence, and provided that the non-performing party uses its best efforts to overcome any such circumstances.

16.5. Entire Agreement -These Terms, including all exhibits hereto and any links included herein, contain the Parties' entire agreement and supersede any prior oral or written agreements or understanding between the Parties.

16.6. Severability -Should any one or more of the provisions of this Terms be determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired by such determination and will remain in full force and effect, and the provision affected will be construed to be enforceable to the maximum extent permitted by law.

16.7. Waiver - Any delay or omission by either Party with exercising any right under these Terms shall not be construed as a waiver of such right. A waiver by either party of any of the performance provisions of this Terms shall not be construed as a waiver of any succeeding performance or breach.

Terms Of Use