Software as a Service Agreement (“SaaS”)

This SaaS Agreement (this “Agreement“) is made by and between Pickpack Ltd., company number 515345254, an Israeli company with a place of business at 5 HaGdud Haivri Street, 5th Floor, Ashdod, Israel (“Company“), and the Customer as indicated the Order Form (“Customer“).

Company and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

The terms and conditions contained in the Order Form (“Order Form“) together with this Agreement govern and control each Party’s respective rights and obligations regarding the Services. Notwithstanding, in the event of a conflict between the provisions of the Order Form and the provisions of this Agreement, the provisions of the Order Form shall prevail.

1. Definitions.

“Affiliate” of a Party means any entity, whether incorporated or not, that is controlled by, controls, or is under common control with such Party.

“Aggregated Statistics” means data and information related to the Customer’s use of the Services that are used by the Company in an aggregate and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Services.

“Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

“Company IP” means the Services and any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) in and to any technology, invention, work of authorship, software, database, data, know-how, software, design, and/or other intellectual property, and includes but is not limited to patents, copyrights, and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, industrial property rights, trademark, service mark, trade name, trade dress, and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.

“Confidential Information” means all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) which is marked as ‘confidential’, ‘commercially sensitive’, ‘proprietary’, or such similar terms by the Disclosing Party; or which ought reasonably to be treated as proprietary or confidential in the circumstances. The terms of this Agreement shall be deemed to be Confidential Information. Notwithstanding, Confidential Information does not include any information that (a) the Receiving Party creates (whether alone or jointly with any person) independently of the Disclosing Party’s Confidential Information, (b) is or generally becomes available in the public domain whether prior or subsequent to this Agreement (other than as a result of a breach of confidentiality by any person to whom the Receiving Party has disclosed the information), (c) is available to or was already under the possession of the Receiving Party without restriction as to further disclosure, or (d) is required to be disclosed by law, provided that Receiving Party gives Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

“Customer Data” means any data or information inputted or uploaded to the Service by or on behalf of Customer, or otherwise integrated with the Service via an API, or data belonging to Customer’s applications within the environment in which the Service is installed (such as application ‘metadata’).

“End User” means the Customer’s end user that has signed up for the Platform.

“End User’s Personal Information” means any Customer Data about the End User that is considered Personal Information.

“Personal Information” means any information relating to an identified or identifiable natural person, directly or indirectly, such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Services” means access to use Company’s online platform (the “Platform”), which manages deliveries and optimizes routes, including the use of Communication Services as defined below

“Communication Services” means facilitating and activating SMS, push notifications and emails regarding the services offered by the Costumer to its End Users where Company and the Platform serves only as a conduit and infrastructure for transmission of such communication.

2. Access and Use.
   1. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all the terms and conditions of this Agreement, Company hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Customer and/or Authorized Users in accordance with the terms and conditions herein. Such use is limited to the Customer’s internal use. Company shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
   2. Use Restrictions. The customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person, or that violates any applicable law; (vi) comprise the availability or the integrity of the Services (including the Communications Services), including: (1) Attempting to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services; (2) Attempting to gain unauthorized access to the Services; (3) Finding security vulnerabilities to exploit the Services or attempting to bypass any security mechanism or filtering capabilities; (4) Any denial of service (DoS) attack on the Services or any other conduct that attempts to disrupt, disable, or overload the Services (5) Transmitting code, files, scripts, agents, or programs intended to do harm, including viruses or malware, or using automated means, such as bots, to gain access to or use the Services.
   3. Reservation of Rights. Company reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other rights, title, or interest in or to the Company IP.
   4. Suspension. Notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Company IP; (B) Customer’s or any Authorized User’s use of the Company IP disrupts or poses a security risk to the Company IP or to any other customer or vendor of Company; (C) Customer or any Authorized User is using the Platform or Company IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Company’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Company has suspended or terminated Company’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) Customer fails to make payment for 7 days or more (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Company shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding the resumption of access to the Services following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
   5. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Company may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Company and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. Customer acknowledges that Company may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Company may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
   6. Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. COMPANY HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.
3. Service Levels.
   1. Subject to the terms and conditions of this Agreement, Company will use commercially reasonable efforts to make the Services Available at least ninety-nine percent (99%) of the time as measured for each calendar month during the Term (each such calendar month, a “Service Period“), excluding unavailability as a result of any of the Exceptions described below in this Section (the “Availability Requirement“).

“Service Level Failure” means a material failure of the Services to meet the Availability Requirement.

“Available” means the Services are available for access and use by Customer, its Authorized Users, and End User over the internet. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and the Services will not be considered un-Available in connection with any failure to meet the Availability Requirement or impaired ability of Customer, its Authorized Users, and/ or End Users to access or use the Platform and/ or the Services that is due, in whole or in part, to any: (a) act or omission by Customer, Authorized User and/ or End User /access to or use of the Platform and/ or the Services by Customer, Authorized User and/ or End User, or using Customer’s, Authorized User’s end/ or End User’s Access Credentials, that does not strictly comply with this Agreement; (b) Customer, Authorized User and/ or End User Failure; (c) Customer, Authorized User’s and/ or End User’s internet connectivity; (d) Force Majeure event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Company pursuant to this Agreement; or (f) disabling, suspension, or termination of the Services.

1. Service Support. The Services include Company’s standard customer support services (“Support Services“) following the Company service support schedule, which is attached as
   
   Exhibit A
   (the “Support Exhibit“). Company may amend the Support Exhibit from time to time at its sole discretion. Customer may purchase enhanced support services separately at Provider’s then current rates.

4. Customer Responsibilities.
   1. General. Customer is responsible and liable for all uses of the Services and Company IP resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions. In addition, Customer represents, warrants, and covenants to Company that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable Law.
   2. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer, any Authorized User and/ or End User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems“); and (d) the security and use of Customer’s and its Authorized Users’ access credentials.
   3. Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services including with regard to Authorized Users; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Services. For the removal of doubt Customer shall be solely responsible for any act or omission with regard to the above.
   4. Third-Party Products. Company may from time to time make third-party products available to Customer. For purposes of this Agreement, such third-party products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such third-party products, then Customer should not install or use such third-party products.
5. Fees and Payment.
   1. Fees. Customer shall pay Company the Fees as set forth in the Order Form. The Customer shall not be able to offset or withhold any amount from the Fees or any other payments due to the Company.
   2. All payment under this Agreement (i.e. Fees and any costs, including without limitation, Communication Costs) are non-refundable unless indicated otherwise in the Order Form.
   3. Payment Date. As stated in a payment schedule set forth in the Order Form.
   4. All payments under the Agreement are and shall be exclusive of all taxes, duties, levies, tariffs and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”), and the Customer shall be responsible for any and all Taxes (including any related interest and penalties) resulting from any payments made hereunder.
   5. Late payments will be subject to interest charges of 1.5% per month (or the highest rate permitted by law, if less), and the Customer will pay all out-of-pocket expenses and costs (including attorneys’ fees) incurred by Company in collecting late payments.
   6. The Company will be entitled to update the Services Fee, from time to time, it its sole discretion by giving a written notice to the Customer of 30 days.
6. Confidentiality.
   1. The Receiving Party shall hold Confidential Information in confidence, and at all times shall: (a) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care; (b) not use the Confidential Information other than as necessary to perform its obligations under this Agreement; (c) not disclose, distribute, or disseminate the Confidential Information to any third-party except as expressly authorized by the Disclosing Party in writing; and (d) disclose the Confidential Information to its directors, officers, employees, affiliates, agents or subcontractors only on a “need to know” basis in furtherance of this Agreement and procure that any third party to whom Confidential Information is disclosed complies strictly with the confidentiality obligations in this Agreement. At the expiration or termination of this Agreement, the Receiving Party shall return to the Disclosing Party all tangible materials constituting or incorporating Confidential Information and must permanently delete all electronic materials containing Confidential Information from its electronic information systems and confirm such deletion in writing to the Disclosing Party.
   2. The Parties acknowledge and agree that any unauthorized disclosure or use of a Party’s Confidential Information would cause such Party irreparable harm for which monetary damages would be inadequate. Accordingly, in the event of such a disclosure or use, the Disclosing Party may seek injunctive or other equitable relief to enforce this Agreement in addition to any available legal remedies, without the requirement of posting a bond. Except where specifically stated to the contrary, all remedies available to either Party for breach of this Agreement under this Agreement, at law, or in equity, are cumulative and nonexclusive.
   3. The obligations in this Section shall continue to apply during the term (as prescribed in the Order Form) and shall survive for three (3) years after the expiry or the termination of the Agreement.
7. Intellectual Property Ownership; Feedback.
   1. Company IP. Customer acknowledges that, as between Customer and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Company IP and, with respect to third-party products, the applicable third-party companies own all right, title, and interest, including all intellectual property rights, in and to the third-party products.
   2. Customer Data. Company acknowledges that, as between Company and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Company to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
   3. Feedback. Customer may elect from time to time to provide suggestions or comments regarding enhancements, design, functionality or other feedback (“Feedback”) to Company with respect to the Services. Company will have full discretion to determine whether to proceed with the development of the requested enhancements, design, new features or functionality. Company will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with Company’s Services.
8. Personal Data Protection; Communications with End Users.
   1. Customer represents and warrants that: (a) no processing of Customer Data under this Agreement (whether by Company or its Affiliates) will violate any law, proprietary right, or privacy right; (b) it has obtained and will maintain all required consents and licenses, and will maintain all ongoing legal bases (if applicable), necessary to provide, make available, and otherwise expose Customer Data to Company, its Affiliates, and Company’s hosting provider; and (c) and it has complied and will comply at all times with any and all applicable privacy and data protection laws and regulations, for allowing Company to use and process Customer Data in accordance with this Agreement, such as, without limitation, Customer’s provision to Company of Customer Data, or access thereto, for the purpose of Company’s provision of the Service and its performance under this Agreement.
   2. In the event Customer fails to comply with any data protection or privacy law or regulation, and/or fails to comply with the Company’s updated privacy policy, then to the maximum extent permitted by law, Customer shall be solely and fully responsible and liable for any such breach, violation, infringement and/or processing of Personal Information (including, without limitation, their employees, officers, directors, subcontractors, and agents).
   3. Without derogating from the above Customer hereby represent and warrants that with regard to any communication with an End User, conducted by or through the Platform, and in particular when utilizing the Communication Services, Customer is and shall always remain solely responsible for the content and contact details used in these transmissions and communications and shall not transmit or store any content or communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate, or objectionable, including, but not limited to, content or communications which the Company determines (a) is false or inaccurate (including with regard to sender ID); (b) is hateful or encourages hatred or violence against individuals or groups; or (c) could endanger public safety. Customer and its End Users are also prohibited from using the Services to promote, or enable the transmission of or access to, any prohibited content or communications described in this paragraph. In additions, all such communications shall be made in strict compliance with any applicable law or regulation including without limitation, Protection of Privacy Law, 5741–1981, Communications Law (Telecommunications and Broadcasting), 5742-1982. And the Consumer Protection Regulations (Database for Limitation of Marketing Offers), 5782-2022
9. Disclaimer of Warranties.
   1. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
   2. HOWEVER, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. COMPANY’S RESPONSIBILITIES UNDER THIS AGREEMENT ARE LIMITED SOLELY TO FACILITATING THE AVAILABILITY OF THE SERVICES AND EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMAPNY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10. Indemnification.
    1. Customer shall indemnify, hold harmless, and, at Company’s option, defend Company and its Affiliate from and against any and all losses, damages, liabilities, costs (including attorneys’ fees) (“Losses“) resulting from any third-party (including without limitation End Users) claim, suit, action, or proceeding (“Third-Party Claim“) that the Customer Data, End User’s Data or any use of the Customer Data and/ or End User’s Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights or any privacy or date protection laws including as detailed in Section 8 aboe and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; or (iii) modifications to the Services not made by Company, provided that Customer may not settle any Third-Party Claim against Company unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
11. Limitations of Liability.
    1. To the maximum extent permitted by law, Company shall not be liable for any incidental, consequential, special, exemplary, punitive, multiple, or other indirect damages (including without limitation to loss of profits, loss of business or revenue, loss of anticipated savings, loss of goodwill, damage to reputation, loss of opportunity, loss or corruption of data, and penalties and fines imposed by any court, governmental or regulatory authority) arising out of or in connection with this Agreement, or the Services, whether based upon contract, tort (including defamation and negligence), statute, strict liability or otherwise, even if reasonably foreseeable or if Company had been advised of the possibility of such damages or losses.
    2. For all claims, suits, demands, actions, legal proceedings or other events giving rise to liability whether based on an action or claim in contract, tort (including defamation and negligence), breach of statutory duty or otherwise, arising out of, or in connection with this Agreement, and to the extent not excluded by Section ‎11(a), in no event shall Company’s aggregate liability under this Agreement exceed the actual amounts paid by Customer to Company under this Agreement in the six (6) months period immediately preceding the Claim.
    3. Sole Remedy. THIS SECTION 11 SETS FORTH CUSTOMER’S SOLE REMEDY AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY RIGHTS OF ANY THIRD PARTY.
    4. The Parties acknowledge and agree that the limitations of liability in this Section 11 and the other provisions of this Agreement and the allocation of risk herein are essential elements of the bargain between the Parties, without which Company would not have entered into this Agreement.
12. Term and Termination.
    1. Term. This Agreement will become effective on the Service Start Date and will remain in force and effect until lapse of the Initial Service Term, unless terminated earlier according to the provisions of these Terms.
    2. The Initial Service Term shall be automatically renewed for additional periods of 12 months (the “Renewed Term(s)”, and together with the Initial Term the “Term”), unless either Party notifies the other in writing, at least 30 (thirty) days prior to the end of the Initial Term or any Renewed Term, of its decision not to renew this Agreement as aforesaid.
    3. Notwithstanding the above, Company shall have the right to terminate this Agreement and the Services granted hereunder immediately if Customer breaches any terms of this Agreement, and Customer fails to cure such material breach within ten (10) days of receipt of notice from Company.
    4. Unless otherwise agreed in the Order Form, at the lapse of the Initial Service Term, either Party may terminate this Agreement (for convenience) by sending 30 days’ prior written notice to the other Party.
    5. Survival. Sections 2 (“Access and Use”) 5 (“Fees and Payment”) 6 (“Confidentiality”) 7 (“Intellectual Property Ownership; Feedback”) 10 (“Indemnification”) and 11 (“Limitations of Liability”) will survive termination of the Agreement.
    6. Effect of Expiration or Termination. Subject to Section 12(d), upon expiration or termination of the Agreement Company shall immediately cease providing to Customer the Services and all rights and licenses granted to Customer under this Agreement shall cease immediately. For the avoidance of any doubt, termination of this Agreement, for any reason, shall not prejudice Company entitlement to any payment with regard to Services rendered prior to any such termination.

13. Miscellaneous.
    1. Company and Customer are independent contractors. This Agreement does not purport to create between the Parties any company, agency, partnership, employment, joint venture or any other form of association, for tax purposes or otherwise.
    2. Subject to the Order Form, this Agreement, together with its Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
    3. In no event shall Company be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Company’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns, telecommunications line failures, electrical outages, network failures, Customer Systems or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    4. The rights and obligations of each Party under the Agreement shall not be assigned without the prior written approval of the other Party, which approval shall not be unreasonably withheld, provided, however, that either Party may assign the Agreement without such consent to its affiliates or in connection with a change of control or sale of substantially all of its assets, subject to the assigning party providing prior written notice of such assignment. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each Party hereto and its respective successors and assigns.
    5. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    6. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy
    7. This Agreement is governed by and construed in accordance with the internal laws of the State of Israel without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Israel. Any legal suit, action, or proceeding arising out of, or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the courts located in Tel Aviv, Israel and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    8. All notices, requests, consents, claims, demands, waivers, and other communications according to this Agreement (each, a “Notice“) shall be given in writing and shall be deemed to have been sufficiently given or delivered for all purposes if mailed by registered mail, sent by e-mail or delivered by hand to the respective addresses set forth in the Order Form, until otherwise directed. All notices shall be deemed to have been received: (i) within three (3) business days following the date upon which it was deposited for registered mail; (ii) within one (1) business day after it was transmitted by e-mail and confirmation of transmission has been obtained; and (iii) if delivered by hand, it shall be deemed to have been received at the time of actual receipt.