This document (the “Terms and Conditions”) defines the conditions under which Pzartech Ltd., an Israeli limited corporation, registered in Israel under the registration number 51-522-3931 (“PZARTECH”), provides Services to Client.

1.    DEFINITIONS

“Agreement” means these Terms and Conditions together with any and all Orders. 
“Confidential Information” means any document or information of any kind, whether commercial, financial, structural, technical or otherwise, which either Party discloses to the other Party in connection with the Agreement, and which is identified as confidential or which would normally, under the circumstances, be considered confidential.
“Client” means the customer entity party to the Agreement. 
“Contractor” means an independent contractor or consultant who is not a competitor of PZARTECH.
“Effective Date” means the date of the last signature of the Order. 
“Fees” means all the fees payable by Client under the Agreement. 
“Order” means an order form, quote or other written or electronic form to order the Services referencing these Terms and Conditions. Upon execution by the Parties, each Order will be subject to these Terms and Conditions. 
“Party(ies)” means Pzartech and/or Client, as applicable. 
“Platform” means Pzartech’s user interface for accessing and administering the Services that Client may access via the web. 
“Services” means Pzartech’s proprietary SaaS solution enabling its customers to deploy virtual stations across their basins to monitor and predict the evolution of various freshwater parameters, such as river discharge, flow duration curve, water levels, volumes, and quality, including the Platform and Pzartech application programming interfaces (APIs). The Services provided to the Client are described in the Order.
“User” means an employee or Contractor of Client who is authorized to access the Services.

2.    PZARTECH SERVICES

2.1.    Access to Services. Subject to Client’s compliance with the Agreement, Pzartech hereby grants Client a limited, non-exclusive, non-transferable, and non-sublicensable right to permit the Users to access and use the Services during the Term solely for Client’s own benefit and internal business use and only in accordance with Pzartech applicable user documentation (or other Pzartech-provided written instructions). 

If Client is given API keys or passwords to access the Services on Pzartech’s systems, Client will require that all Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. Client will be responsible for any and all actions taken using Client’s accounts and passwords. 

2.2.    Use Restrictions. Client will not (and will not allow any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; or (v) use the Services (including any output of the Services) for the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system. The Client will use the Services only in compliance with (1) the rights granted hereunder, and (2) in accordance with all applicable laws and regulations.

2.3.    Pzartech APIs. If Pzartech makes access to any APIs available as part of the Services, Pzartech may monitor Client’s usage of such APIs and limit the number of calls or requests Client may make if Pzartech believes that Client’s usage is in breach of this Agreement or may negatively affect the security, operability or integrity of the Services (or otherwise impose liability on PZARTECH). 

2.4.    Professional Services. In connection with the Services, Pzartech may provide ancillary professional services (such as training and implementation) (“Professional Services”). Any such Professional Services will be specified in an applicable Statement of Work (SoW). 

2.5.    Evolution of Services. Pzartech reserves the right to upgrade the Services, in particular for legal or technological reasons, in order to create new features or improve existing features or to take into account the needs of its customers. If a change is likely to deprive Client of one or more of the functions initially proposed, Pzartech undertakes to inform Client in writing at least thirty (30) days before its implementation. The Parties will discuss in good faith with a view to reaching a commercially reasonable solution. If no solution can be found, the Client may terminate the Agreement as of right. Such time limits shall not apply if the change is required to ensure compliance of the Services with legal or regulatory provisions, or if such a change is essential to ensure the continuity of the Services.

2.6.    Client Obligations. Client agrees to comply with all applicable laws in its use of the Services. Client retains sole responsibility (and Pzartech will bear no responsibility or liability) for: (a) Client’s choices with regard to configuring the Services’ options (e.g., number of virtual stations, location of virtual stations); (b) Client’s use and interpretation of the outputs generated through the Services and any decisions made by Client and others based on such outputs (as the Services are only a decision-making tool); (c) ensuring the accuracy, quality, integrity, legality, reliability and appropriateness of the Client data used in conjunction with the Services; and (d) backing up its own system and any content downloaded through the Services. 

3.    OWNERSHIP 

The Services are the intellectual property of Pzartech or its licensors and are under the exclusive ownership of Pzartech or its licensors. No property rights shall be transferred to Client in respect of the Services, its component parts and/or any development that may be carried out under the Agreement. Client shall refrain from any act or behavior that may infringe, directly or indirectly, on the intellectual property rights in and to the Services.

4.    FINANCIAL CONDITIONS

4.1.    Fees. All Fees are set forth in the Order and will be paid by Client in accordance with the payment terms set forth in the Order. Except as expressly set forth herein, all Fees are non-refundable.

4.2.    Payment. Unless otherwise stated in the Order, Client shall pay Pzartech the Fees within thirty (30) calendar days of invoice issuance date by wire transfer, bank direct debit or payment card. Without prejudice to any damages, failure by Client to pay an undisputed invoice by the due date shall automatically result in the application of late payment interest equal to three (3) times the legal interest rate, as well as the payment of a fixed indemnity of forty (40) euros for collection costs. In the event of non-payment of the invoice within fifteen (15) days of the sending of a formal notice by registered letter with acknowledgement of receipt which has remained unsuccessful, Pzartech reserves the right to suspend the Services and/or terminate the Agreement.

4.3.    Dispute. If the Client wishes to dispute an invoice, it shall provide Pzartech with the reasons, in a documented manner, within a maximum of one (1) month from receipt of the invoice concerned. The undisputed part of the invoice must in any case be paid by the deadline.

4.4.    Price Revision. If Pzartech increases its pricing, Pzartech will provide prior notice of the new pricing, and the new pricing will go into effect on renewal. If Client does not cancel its subscription before renewal, Client hereby authorizes Pzartech to collect payment for the increased pricing.

5.    TERM AND TERMINATION

5.1.    Term of the Agreement. Except as stated otherwise in the Order, the Agreement comes into force on the Effective Date for an initial period of twelve (12) months and shall automatically renew for successive twelve (12) month periods (the “Term”), unless terminated by either Party at least thirty (30) days prior to the end of the current Term.

5.2.    Termination. Each Party may terminate the Agreement at any time by registered letter with acknowledgement of receipt in the event of a material breach by the other Party of any of its obligations which has not been remedied within thirty (30) days of receipt of a formal notice. 

5.3.    Effects. Upon termination of the Agreement for any reason, (i) all amounts due to Pzartech under the Agreement shall become immediately due and payable, except in the event of termination for breach by Pzartech, and (ii) Client shall immediately cease all use of the Services. 

6.    LIMITED WARRANTY

6.1.    Limited Warranty. Pzartech warrants, for Client’s benefit only, that the Services will operate in substantial conformity with the applicable Documentation. Pzartech’s sole liability (and Client’s sole and exclusive remedy) for any breach of this warranty will be, at no charge to Client, for Pzartech to use commercially reasonable efforts to correct the reported non-conformity, or if Pzartech determines such remedy to be impracticable, either Party may terminate the Agreement and Client will receive as its sole remedy a refund of any Fees Client has pre-paid for the terminated portion of the Agreement. The limited warranty set forth in this Section 7.1 will not apply: (i) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (ii) to use provided on a no-charge, trial or evaluation basis.  

6.2.    Warranty Disclaimer. Except for the limited warranty in section 7.1, all Services, support, and Professional Services are provided “as is”. Pzartech does not make any other warranties, express or implied, statutory or otherwise. Pzartech does not warrant that Client’s use of the Services will be uninterrupted or error-free. Pzartech shall not be liable for delays, interruptions, service failures or other problems inherent in use of the Internet and electronic communications. 

7.    LIABILITY

Pzartech Ltd. shall not be liable for any indirect damages (including, without limitation, loss of profits, loss of business, loss, corruption or alteration of data, financial losses related to time spent in remedying any breach of the Agreement, loss of contracts or goodwill, business interruption or any other interruption of business arising out of or in connection with this Agreement). In any case, in the event that Pzartech is held liable, it is agreed that Pzartech’s total and aggregate liability shall be limited to the sums actually received by Pzartech under the Agreement during the twelve (12) months preceding the event giving rise to the damage. The Parties agree that this limitation of liability constitutes a determining condition of Pzartech Ltd. commitment, has been considered in the determination of the Fees and does not in any way affect the balance of the Parties' respective obligations. Notwithstanding the foregoing, the limitation of liability clause shall not apply in the event of gross negligence or willful misconduct, or any action based on any other basis that cannot be limited or excluded under applicable law.

8.    FORCE MAJEURE 

Lessor or Lessee is not required to perform any covenant or obligation in this Lease, or be liable in damages to the other, so long as the performance or non-performance of the covenant or obligation is delayed, caused or prevented by Force Majeure or by the other party. The Parties shall then meet to consider the consequences of the situation and endeavor to reach a solution acceptable to both Parties allowing the fulfilment of the suspended obligations. In the absence of an acceptable solution and if the effect of the force majeure exceeds the duration of three (3) months, the Agreement may be terminated without notice by either Party. 

9.    INDEMNIFICATION

Pzartech will defend Client from and against any claim by a third party alleging that a Service infringes any intellectual property right and will indemnify and hold harmless Client from and against any damages and costs finally awarded against Client or agreed in settlement by Pzartech (including reasonable attorneys’ fees) resulting from such claim, provided that Pzartech. will have received from Client: (i) prompt written notice of such claim (but in any event notice in sufficient time for Pzartech to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim; and (iii) all reasonably necessary cooperation of Client (at Pzartech’s expense).  Notwithstanding the foregoing sentence, (a) Client may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Pzartech will not settle any claim without Client’s prior written consent, unless the settlement fully and unconditionally releases Client and does not require Client to take any action or admit any liability. If Client’s use of a Service is (or in Pzartech’s opinion is likely to be) enjoined, if required by settlement or if Pzartech determines such actions are reasonably necessary to avoid material liability, Pzartech may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Client the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Client the Fees paid by Client for the portion of the Term that was paid by Client but not rendered by Pzartech. The foregoing indemnification obligation of Pzartech will not apply: (1) if such Service is modified by any party other than Pzartech, but solely to the extent the alleged infringement is caused by such modification; (2) if such Service is combined with products or processes not provided by Pzartech, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Service; (4) to any action arising as a result of Client data; or (5) if Client settles or makes any admissions with respect to a claim without Pzartech’s prior written consent. This Section 9 sets forth Pzartech’s sole liability and Client’s sole and exclusive remedy with respect to any claim of intellectual property infringement.

10.    CONFIDENTIALITY

10.1.    Limitations on Use and Disclosure. During the Term and for five (5) years thereafter, each Party agrees to preserve the confidentiality of the Confidential Information of the other Party. No Party shall, without obtaining the prior written consent of the disclosing Party, use the disclosing Party's Confidential Information for any purpose other than for the performance of its duties and obligations under this Agreement. Notwithstanding the foregoing, each Party may disclose Confidential Information to its employees, Contractors and advisors (legal, technical and financial), on a need-to-know basis, provided that such Party has taken reasonable steps to ensure that such Confidential Information is kept strictly confidential in accordance with the confidentiality obligations imposed hereunder, including instructing such individuals not to use outside their scope of employment or engagement or reveal any Confidential Information without the consent of the disclosing Party. 

10.2.    Exceptions. The confidentiality obligations set out in this Section shall not apply to any Confidential Information or any portion thereof, regarding which the receiving Party can prove that at the date of the disclosure it is (a) public knowledge or becomes subsequently public knowledge through no fault from the receiving Party; (b) already known to the receiving Party prior to its disclosure by the disclosing Party or a third party having the right to disclose it; (c) lawfully acquired from a third party having the right to disclose it after having entered into this Agreement; or (d) developed by the receiving Party or its employees independently and without breach of any confidentiality obligations.

10.3.    Required Disclosures. The confidentiality obligations imposed by this Section do not apply to the extent that Confidential Information must be disclosed pursuant to a court order or as required by any regulatory agency or other government body of competent jurisdiction. The receiving Party ordered to disclose the disclosing Party's Confidential Information shall notify the disclosing Party immediately upon receipt of such an order to disclose and use its best efforts to resist, or to assist the disclosing Party in resisting, such disclosure and, if such disclosure must be made, to obtain a protective order or comparable assurance that the Confidential Information disclosed shall be held in confidence and not be further disclosed absent the disclosing Party’s prior written consent. This Section is not intended to limit either Party's ability to satisfy any governmentally required disclosure of its relationship with the other Party.

10.4.    Return or Destruction of Confidential Information. The Parties agree that upon the expiration or termination of this Agreement, and at any other time upon the written request of the disclosing Party, the receiving Party shall, within thirty (30) days, return it to the disclosing Party, or, with the disclosing Party's written consent, shall promptly destroy it and shall further provide the disclosing Party with written certification of same. The Receiving Party will not be obligated to destroy electronically stored Confidential Information to the extent that it is contained in an archived computer system backup in accordance with its security or disaster recovery procedures so long as such data or records, to the extent not permanently deleted or overwritten in the ordinary course of business, are not accessible in the ordinary course of business or used except as required for backup or data recovery purposes. 

11.    PUBLICITY

Pzartech is authorized to use and/or reproduce Client’s distinguishing signs (corporate name, commercial name and/or logo) on its website and other advertising and marketing materials solely to reference Client as a customer of Pzartech. The Client also agrees to participate in relevant case study agreed upon with Pzartech and provide a testimonial upon the successful deployment of the Services if requested by Pzartech.

12.    PROTECTION OF PERSONAL DATA

In the context of their contractual relationship, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, the European Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016. Client acknowledges that Pzartech does not need to process personal data or personal identifiable information in the context of the Services. 

13.    NON-SOLICITATION OF PERSONNEL

The Parties expressly prohibit themselves from soliciting with a view to hiring, or directly or indirectly hiring, any person employed by the other Party who has directly participated in the project covered by the Agreement. This prohibition shall apply for the entire duration of the Agreement and for twelve (12) months following its termination, for whatever reason. In the event of a breach of this section, the Party at fault shall be required to pay immediately to the other Party, as a penalty clause, a lump sum equal to six (6) months of the last gross monthly salary of the person solicited or hired, plus all costs of recruiting a replacement.

14.    APPLICABLE LAW AND DISPUTES

14.1.    Applicable law. The Agreement is subject to Israel law.

14.2.    Disputes. With a view to finding an amicable solution to any dispute that may arise in the performance of the Agreement, the Parties agree to meet within fifteen (15) days of the sending of a registered letter with acknowledgement of receipt by one of the two Parties. If at the end of a period of thirty (30) working days following receipt of the registered letter with acknowledgement of receipt, the Parties are unable to agree on a compromise or a solution, any dispute concerning the validity, interpretation, performance and/or termination for any reason whatsoever of the Agreement shall be subject to the exclusive jurisdiction of the courts within the jurisdiction of the District Court of Tel Aviv (Israel). 

15.    GENERAL TERMS 

15.1.    Assignment. Neither Party may transfer or assign any of its rights or obligations under the Agreement without the prior written consent of the other Party except that either Party may assign its rights and obligations under the Agreement to an affiliate as part of a reorganization, or to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other Party’s consent, provided that: (a) the affiliate or purchaser is not insolvent or otherwise unable to pay its debts as they become due; (b) the purchaser is not a competitor of the other Party; and (c) any assignee is bound hereby. Other than the foregoing, any attempt by either Party to transfer its rights or obligations under the Agreement will be void. 

15.2.    Nature of Relationship. The Parties are independent contractors and nothing in this Agreement shall be construed as constituting a partnership, franchise, joint-venture, common undertaking, agency, fiduciary, employment or other association between the Parties.

15.3.    Severability. If any provision of the Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of the Agreement will remain in full force and effect.

15.4.    No waiver. The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. 

15.5.    Notices. Unless otherwise specifically indicated, all notices under the Agreement, must be addressed in writing as follows: (i) in the case of PZARTECH LTD.to info@Pzartech.com and (ii) in the case of Client to the email address detailed in the relevant Order, or such other address as either Party has notified the other!

15.6.    
15.7.    Entire Agreement. The Agreement constitutes the entire agreement between the Parties and supersedes and replaces any prior agreement or arrangement in respect of the subject matter hereof. It applies to the exclusion of any other terms that may be issued by Client such as general terms and conditions of purchase.