General Terms of Service

1. Introduction

Theseterms and conditions form part of the Agreement between Client and MedOne (as such terms are defined below). The Agreement governs MedOne’s provision and Client’s use of the Services. When MedOne receives a signed Order from the Client, a contract between MedOne and Client is formed. The terms and conditions of that contract are made up from the various documents that comprise the Agreement.

2. Definitions

Capitalized terms used in these Terms and not otherwise defined have the following meanings:

Agreement means the agreement between Client and MedOne, and comprises:

1. these Terms. The Terms are mainly provisions of a legal nature.
2. all applicable Orders. Each Order sets out Service specific information including volumes, prices and charges.
3. Third Party Software Terms.
4. Acceptable Use Policy (the AUP).
5. Service Description.
6. Service Level Terms.

Administrator means the single employee, agent or independent contractor authorized by Client to manage and administer Client's use of the Services.

API means an application programming interface made available by MedOne inconnection with certain Services, including the technical and administrative specifications, standards, requirements, procedures and communication protocols promulgated by MedOne in connection with such application programming interface.

AUP means the Acceptable Use Policy that describes obligations for use of the Services by the Client, attached here to as ExhibitC.

Authorized User means the Administrator or a Sub-Administrator, as applicable.

Business Day means any day on which banks in Israel are generally open for business, notincluding Friday and Saturday.

Client means the entity ordering Services from MedOne, as identified in the applicable Order(s).Client Application means software that the Client installs on the Services for its internaluse.

Client Content means the Client Applications and any other content, materials or data that Client uses, installs, uploads or hosts on the Services.

Cloud Platform means a managed cloud platform used by MedOne to provide Services to Client. A Cloud Platform consists of computing hardware and software resources including automation and orchestration tools.

Confidential Information has the meaning given to it in Section 9.1.

Credentials mean a unique log in name and password, specific to Client, for Authorized Users of the Client to access and use the Services.

Documentation means the developer guides, getting started guides, user guides, quick reference guides, and other documentationfor the Services that MedOne provides to Client in the Welcome Packor makes available via one or more web-based user interfaces.

Effective Date ofan Order means the date that MedOne receives the signed Order from the Client.

Excusing Event has the meaning given to it in the Service Level Terms.

Fees mean the fees payable by Client to MedOne for the Services, as described in Section 12 and the applicable Order.

Location means a physical location from which MedOne provides the applicable Services, or in which MedOne maintains a cloud service necessary to provide the applicable Services.

Logo means the logo which appears on MedOne's user interface seen by Authorized Users, while accessing the Services.

Management Portal means a portal used by Authorized Users to allow Client to manage and administer certain Services on its own. Where applicable, the URL for the Management Portal will be included in the Welcome Pack.

Marks means MedOne’s and any of its affiliates’ trademarks, whether used individually or collectively and whether registered or unregistered.

MedOne meansMed 1 I.C.-1 (1999) Ltd. (Israeli company registration no.51-277639-4), and any of its affiliates and subsidiaries.

Minimum Commitment Plan means a Plan that includes a Minimum Commitment Term.

Minimum Commitment Term means a certain number of consecutive months during which Client commits to pay a monthly Fee to access and use the Services, as indicated in the applicable Order.

Order means an order for Services submitted by Client and accepted by MedOne.

Plan means a plan for MedOne’s provision of, and Client’s payment for, Services, as described in the applicable Order.

Public Software means open source software as that term is defined by the Open Source Initiative. Public Software includes, among others, software distributed under the GNU General PublicLicense, GNU Lesser General Public License, Apache License, MozillaPublic License, BSD License, MIT License, Common Public License, or similar licenses or derivatives there of.

Services means the services (including any optional services) indicated in the applicable Order, in each case, providedby MedOne to Client (as more fully described in the applicable Service Description), for Client's internal use.

Service Description means the document setting out the features, functions, limitations and restrictions applicable to the various Services, attached here to as Exhibit A.

Service Levels mean the service levels as set out in the Service Level Agreement (the“Service Level Terms”)attached here to as Exhibit B.

Service Level Credit means a percentage rebate from the Fees, that Client may receive for a Service Level Failure, calculated as set out in the Service Level Terms.

Service Level Failure means, for a particular Service Level during a particular calendar month, a failure by MedOne to meet such Service Level during such calendar month (excluding any failure comprising or caused by an Excusing Event).

Software means the software (including the API) that MedOne makes available for Client’s use as part of the Services, including both MedOne’s software and Third Party Software.

Sub-Administrator means an employee, agent, independent contractor or automated application account of Client, designatedby the Administrator in accordance with Section 6.3 here to.

Terms means these terms and conditions.

Third Party Software means any third party software, including both proprietary third party software and Public Software, that MedOne uses or makes available to Client in connection with the Services.

Third Party Software Terms means the terms and conditions including end user license terms applicable to Client’s use of Third Party Software, as published by such third party.

Usage means Client’s monthly usage of Services, as measured in units set out in the applicable Order and as further described in such Order.

Usage-BasedPlan means a Plan under which Client pays for Services based on Client’sUsage.

User(s) has the meaning given to it in the Acceptable Use Policy (AUP).

Welcome Pack means the materials including Administrator’s Credentials and access instructions that MedOne provides to Client to allow Client to access the Services.

3. License Grant of License

3.1 Subjectto: (i) Client’s payment of all Fees; and (ii) the other terms and conditions of the Agreement, MedOne grants to Client a limited, non-exclusive, non-transferable, non-sublicensable right and license during the term of each applicable Order for Client to access and use the Services as described in the applicable Order and applicable Service Description. This license includes the right to use the Documentation and APIs in connection with the Services. For the avoidance of any doubt, such license does not include the right to resell the Services to any third party.
Restrictions
3.2 Exceptas expressly permitted by the Agreement, Client will not and will ensure that Users do not:

1. reproduce, download, frame, mirror, display, create derivative works from the Services or otherwise modify any Services;
   

2. decompile, disassemble, or otherwise reverse engineer any Services;
   

3. access or use any Services in order to build any competing product or service;
   

4. license, sub-license, sell, rent, lease, transfer, assign, distribute, disclose, or otherwise make available any Services to any third party, or use any Services on a service bureau basis;
   

5. access or use any Services in breach of the AUP or any law or regulation, including anti- spam laws and regulations;
   

6. remove, obscure or alter any trademarks, brand names, or other proprietary notices appearing on or contained within any Services;
   

7. use or access any Services other than as expressly permitted by the Agreement;
   

8. interfere with or impede the functionality or proper working of any Services or the servers or networks used to make the Services available, or violate any requirements, procedures, policies or regulations of such networks; and
   

9. breach the Agreement.

API
3.3 Authorized Users may access the Services either through a web-based user interface or through Client’s own Client Application using the API. MedOne may modify and republish the API from time to time. Client must ensure that its Client Application sand systems are compatible with the then current API. Not with standing the foregoing, if MedOne removes or changes a material feature or function of the API, MedOne will use commercially reasonable efforts to maintain backwards compatibility with the previous version of the API for ten (10) months from the date of the change.

‍
Third Party Software
3.4 TheServices may include Third Party Software, in which case the Third Party Software Terms will apply. Client acknowledges that it may be required to engage third party software vendors to license certain Third Party Software directly from them. This may include, but shall not be limited to, hypervisor technology licenses supplied by VM ware under a service provider type licensing program (“VSPP”). If Client enters into a license agreement with such Third Party Software provider (“Third Party License Agreement”)to access or utilize any portion of the Services, then the Client will comply with, and will cause all Authorized Users to comply with, any Third Party License Agreement terms, conditions and requirements that are made available by the Third Party Software provider, as maybe amended from time to time. Client's use of Third Party Software will be governed by Third Party Software Terms. If there is any conflict or in consistency between the Third Party Software Terms and the other documents comprising this Agreement with respect to Third Party Software then the Third Party Software Terms will prevail to the extent of the conflict or inconsistency.
3.5 Client acknowledges and agrees that although MedOne may provide information, including through the Documentation, relating to the technology licensed under any Third Party Software, Client is solely responsible for ensuring its and its Authorized Users’ compliance with the terms, conditions and requirements relating to any Third Party Software (including, among others, the Third Party Software Terms), as well as with any Third Party License Agreement. To clarify, Client is required to engage VM ware within itsterritory under the VSPP program and comply with VM ware’scorresponding license and other terms.
3.6 Without derogating from anything contained here in, in the event that MedOne resells any third-party software or services to Client, any such third-party software or services(including the use there of by Client) shall be subject to the applicable terms and conditions (including, without limitation, anyservice level agreements, agreed use policies, etc.) as published bythe applicable third party.

‍
No Other Rights
3.7 As between the parties, MedOne or its affiliates, as applicable, is the sole and exclusive owner of all right, title and interest (including intellectual property rights) in and to the Services and the Software. Subject only to the specific licenses granted in this Agreement, MedOne expressly reserves all rights with respect to the Services and the Software. Client will not acquire or claim any right, title or interest (including intellectual propertyrights) in or to the Services or the Software, whether by implication, operation of law or otherwise.

‍
Non-Assignability
3.8 Client's rights of use of the Services under this Agreement are personal and non- assignable, and Client will not sellany Services to/through a sales agent or to/through a sub-distributor or sub-reseller, without the express written permission of MedOne.

Claims to be Made Against MedOne
3.9 Clientundertakes to bring any and all claims arising out of or inconnection with the Services or this Agreement against MedOne only, and not to claim against, sue or bring any legal proceedings against MedOne’s service providers. Any claim made against MedOne's service providers by the Client will constitute a material breach of this Agreement by Client, and Client will be held responsible and shall fully indemnify MedOne for any and all damages, costs, expenses, judgments, settlement amounts, and other liabilities(including reasonable attorney’s fees and costs) finally awarded against MedOne arising from Client's infringement of this Section3.9.

‍
4. Client's Responsibilities General Restrictions

4.1 Client must not:

1. Use the Services for any other purpose other than its internal use;

2. resell or license the Services to any third party;

3. waive, alter or change any provision of the AUP and the Third Party Software Terms;

4. incur any expense or obligation in the name of MedOne;

5. use any Third Party Software not in accordance with its terms;

5. disseminate any unauthorized material regarding the Services or MedOne’s business; or

5. brand or co-brand the Services in any way.

Marks

4.2 .Client will not infringe MedOne's rights in its Marks and will use the Marks only in accordance with the term soft his Agreement.

4.3. Any use of the Marks by Client must include an acknowledgment of the proprietary rights of MedOne to the Marks.

4.4. MedOne reserves the right to issue guidelines on the use of the Marks from time to time, and Client must comply with these guidelines. A failure to do so will constitute a material breach of the Agreement.

4.5. Client must not:

1. alter, remove or conceal any Marks or copyright notices on any element of the Services at any time;

2. modify or attempt to modify the Services without the prior written consent of MedOne;

3. make any reference to MedOne in its publications without first obtaining MedOne's written approval to the form and context of the reference, which approval will not be unreasonably with held or delayed.

‍

5. Client Applications

5.1. Client may install and host Client Applications on the Services. Client is solely responsible for any aspect relating to the Client Applications (even if MedOne assisted the Client to install such Client Applications), including for: (i) ensuring that Client has the necessary rights, permissions and licenses to install, use and host the Client Applications on the Services; (ii) the acts and omissions of any users of the Client Applications; (iii) the functionality and operation of the Client Applications; and (iv) the support and maintenance arrangements for the Client Applications.

5.2. As between the parties, Client is the sole and exclusive owner of allright, title and interest (including intellectua lproperty rights) in and to the Client Applications and other Client Content. Client grants to MedOne a limited, non-exclusive, non-transferable, non- sublicensable right and license during the term of each applicable Order to host the Client Applications and other Client Content solely in connection with providing the Services and performing its other obligations under the Agreement.

‍

6. Authorized User Accounts Administrators

6.1. Inits first applicable Order for Services, Client will designate one(1) Administrator. The Administrator shall be authorized by Client to order additional Services, manage Client’suse of Services and appoint Sub-Administrators as set forth in clause below.

6.2. Client may also regulate the ordering and management of Services through the API. Any and all actions, requests and orders made using an Administrator’s Credentials or through the API willbe deemed to have been authorized by Client and Client will be responsible for the associated Fees.

6.3. TheAdministrator will be responsible for ensuring that former Authorized Users who are no longer authorized to access the Services do not access the Services.

6.4. Clientis deemed to have access to the Services when MedOne sends to Client via email the Welcome Packcontaining Credentials.

Sub-Administrators

6.4. TheAdministrator may designate one or more Sub-Administrators and allocate to them Credentials. Sub-Administrators may perform all actsof the Administrator other than appointing Sub-Administrators. Appointment of Sub-Administrators may constitute additional Usage andbe subject to additional Fees as described in the applicable Order.

6.5. Each Authorized User's Credentials may only be used by that Authorized User; a single set of Credentials may not be shared or used by more than one person. The Client will ensure that each Authorized User will keep his or her Credentials secure.

Client Responsibility

6.6. Clientis responsible for the acts and omissions of Authorized Users, and to ensure that Authorized Users comply with the Agreement, including the AUP. Client will not permit persons other than Authorized Users to access the Services. Client is responsible for: (i) maintaining the confidentiality of Credentialsand ensuring that Credentials are only used by Authorized Users; and(ii) the acts and omissions of Authorized Users and any person using Client’s Credentials. Client will notify MedOne promptly in writing if Client becomes aware of: (i) any loss, theft, or unauthorized use of any Credentials; or (ii) any breach of this Agreement by an Authorized User.

‍

7. Service Levels and Maintenance Service Levels

7.1. TheService Levels are in the Service Level Terms. Client will been titled to Service Level Credits as set out in the Service Level Terms and Section. Failure to meet Service Levels is not a breach of the Agreement by MedOne and Service Level Creditsare Client’s sole and exclusive remedy and MedOne’s sole and exclusive liability for MedOne’s failure to meet the Service Levels.

Maintenance

7.2. MedOne performs scheduled maintenance on the Services including maintenance related to the Software, Cloud Platforms and other equipment and materials used for providing the Services. Occasionally MedOne may need to perform emergency or unscheduled maintenance. Maintenance activities may cause interruptions to the Services and MedOne will use reasonable efforts to inform Client inadvance of any maintenance related Service interruptions and their likely duration.

‍

8. Support Definitions

8.1 The terms set forth below shall have the following meanings:

Incident means a failure of the Services to conform with the applicable Service Description and includes anEmergency Incident and Other Incident.

Emergency Incident means an Incident that renders the Service inoperative or causes a complete failure to any type of Service and impacts the Client.

Other Incident means any Incident other than an Emergency Incident.

Incident Correction means a bug fix, patch, or other modification or addition that brings the Services into conformity with the applicable Service Description.

Service Request means a request by Client to MedOne for Support.

Support means Incident Correction and Technical Support.

Support Services Designee means an individual designated by the Client for the purpose of informing MedOne of any problem encountered by the Client, and which will be responsible for all communication with MedOne with respect to provision of Support byMedOne. Support Services Designee shall be designated in the applicable Order which shall include his/her contact details, provided that the identity of the Support Services Designee and his/her contact details may be changed by the Client only upon written notice to MedOne in accordance with the provisions of these Terms.

Technical Support means answering questions and providing information regarding the Servicesor their functionality, but not including Incident Correction.

Provisionof Support

8.2 If applicable, the Support Services Designee shall submit a Service Request to MedOne in which he/she will inform MedOne of any issue encountered during the use of the Services which requires the assistance of MedOne, and shall be MedOne's sole contactperson with respect to all matters regarding obtainment and provisionof the required Support. MedOne will make efforts to resolve the issue and shall keep the Support Services Designee informed with respect to its progress. Service Requests to MedOne shall be submitted in the way and through the communications designated in theOrder.

8.3 When submitting a Service Request, Support Services Designee will provide MedOne's representatives with sufficient detail to enable them to: (i) classify the Incident or Service Request, and (ii) forward the Incident or Service Request to the appropriate technical support specialists. In the case of an Incident, Client will provide a detailed explanation of all the circumstances under which the Incident occurred or is occurring. MedOne will reasonably classify each call as an Emergency Incident, Other Incident or Technical Support. If a call is misclassified initially, MedOne may reclassify it and respond accordingly, subject to providing Client a written notice. On each call, MedOne's representative will assign a unique ticket number to Client, which Client can use to track its request. Following receipt of Client’s Service Request, MedOne will contact Client, via email or telephone to: (A) provide Client with information regarding the Service Request; and (B) collect any additional information from Client necessary or useful to facilitate Incident Correction or to respond to the Technical Support issue.

‍

9. Confidentiality and Data Security Confidentiality

9.1 “Confidential Information”means all information (whether in written, oral, electronic, or other form) that is disclosed or otherwise made available by one party (the“Disclosing Party”)to the other party (the “Receiving Party”)in connection with this Agreement, that is confidential or proprietary by its nature. Confidential Information of MedOne includes any information regarding the Services, including the Software, Documentation, all pricing information and any other non-public portion of the Services. Confidential Information of Client includes all Client Content. These Terms (including any exhibits here of) and any Orders shall be deemed to be Confidential Information of both parties, and not with standing anything to the contrary in this Section 9, neither party shall disclose the terms of any such document to any third party, other than to its affiliates and its respective legal counsel and accountants, without the other party’s prior written consent. Confidential Information does not include information that: (i) is or becomes publicly known other than as a result of any wrongful action or inaction of the Receiving Party here under;

2. was already known to the Receiving Party prior to receiving it from the Disclosing Party; (iii) is obtained by the Receiving Party from an unrelated third person without a duty of confidentiality owed to the Disclosing Party; or

3. is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential

Information.

9.2 Subject to Section 9.3, the Receiving Party will not use Confidential Information of the Disclosing Party for any purpose other than to exercise its rights or perform its obligations under the Agreement. The Receiving Party will not disclose Confidential Information of the Disclosing Party to any third parties except to its employees, agents, consultants, service providers or contractors who have a need to know such Confidential Information and who are bound by confidentiality provisions (including provisions relating to non-useand non disclosure) no less restrictive than those in this Agreement. The Receiving Party will protect the Confidential Information of theDisclosing Party with at least the same degree of care it uses to protect its own information of a similar nature or sensitivity, but in any event with no less than reasonable care. The Receiving Partywill promptly advise the Disclosing Party in writing of any unauthorized disclosure, misappropriation or misuse of the DisclosingParty’s Confidential Information of which the Receiving Party becomes aware.

9.3 This Agreement will not prevent the Receiving Party from disclosingConfidential Information of the Disclosing Party to the extent required by a judicial order or other legal obligation, but, to the fullest extent permitted by law, the Receiving Party will promptly notify the Disclosing Party of such a required disclosure to allow intervention by the Disclosing Party (and will reasonably cooperate with the Disclosing Party) to contest or minimise the scope of the disclosure (including reasonably assisting the Disclosing Party in application for an injunction or similar protective order).

9.4 Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure or use of the other party’s Confidential Information and that the other party will be entitled, without waiving any other rights or remedies, to seek injunctive or other equitable relief to protect its Confidential Information.

Data Security

9.5 Client acknowledges that it is responsible for using the Services properly and for taking its own steps to maintain appropriate security, protection, and backup of Client Content, which may include: (i) the use of encryption technology to protect Client Content from unauthorized access; and (ii) routine back-up andarchiving of Client Content. Client is responsible for selecting the Location(s) in which Client Content will be stored and Client will comply with all applicable laws with respect to Client Content and its use of the Services. MedOne uses reasonable security standards to protect the physical security of the data centers used to store Client`s Content but MedOne is not responsible for and assumes no liability related to the foregoing Client responsibilities, obligations and undertakings.

TheParties will cooperate and assist each other, based on their commercial best efforts, to comply with all applicable data protection laws, and will not perform any action or omission whichwill cause the other Party to violate the applicable data protectionlaws.

Without derogating from the above, the Client agrees to provide MedOne, at least once a year, with a list of all the registered databases that the Client manages in MedOne, specifying (i) the name of the database; (ii) the name of the database owner; (iii) information demonstrating that the Client`s staff members have been granted authorized access to the database in accordance with the provisionsof this Agreement; (iv) the names of the database administrator and database information security officer, if any. Furthermore, theClient agrees to comply with any other reporting requirements applicable to MedOne, as mandated by the applicable data protection laws. The Client will comply with all applicable laws in relation to services of MedOne. MedOne shall not be held responsible or liable for any of the Client’s obligation that were not fulfilled.

Data Safeguards

9.6 Subject to Section 9.7, Client acknowledges that the Services operate in such a way as to not permit MedOne to access Client Content and MedOne has no ability to manipulate, modify or control Client Content.

9.7 Where Client requests support from MedOne that requires access to Client Content, Client may be required to issue temporary Credentials to MedOne to permit such access to Client Content. To the extent Client grants MedOne access to Client Content, MedOne agrees to:

1. access and use the Client Content solely for the purpose of providing Services to Client; and

2. maintain physical, technical, and administrative safeguards to protect the Client Content against unauthorized access, use, or disclosure while it is accessible by MedOne.

Backup

9.8 Client is solely responsible to perform backup, archiving and data retention of Client Content.

10. Representations and Warranties Mutual Warranties

10.1 Each party represents and warrants to the other that:

1. it has the full power and authority to enter into and perform this Agreement and that the execution and delivery of this Agreement has been duly authorized;

2. its performance of this Agreement does not put it in breach of any other agreement.

Med One Warranty
10.2 MedOne represents and warrants to Client that it will perform the Services materially in accordance with the applicable Service Description.

‍Third Party Software
10.3 MedOne will pass on to Client the benefit of any warranties and indemnitiesit receives under the Third Party Software Terms to the extent MedOne has the right to do so. Otherwise MedOnemakes no, and expressly disclaims all, representations and warranties with respect to Third Party Software and Client’s use of Third Party Software is at Client’s sole risk.
Disclaimer
10.4 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUTABOVE, THE SERVICES AND ANY OTHER INFORMATION, TECHNOLOGY, CONTENTAND MATERIALS ARE PROVIDED BY MEDONE ON AN “AS IS” AND “ASAVAILABLE” BASIS, AND MEDONE DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. WITHOUT LIMITATION OF THE FOREGOING, MEDONE DOES NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. NO ADVICE, RESULTS OR INFORMATION OBTAINED BY CLIENT FROM MEDONE OR THROUGH ANY SERVICES,ANY DOCUMENTATION, OR THE COMMUNITY FORUM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT. IN ADDITION, EXCEPT ASEXPRESSLY SET FORTH IN SECTION 10.3 ABOVE, MEDONE MAKES NO, ANDEXPRESSLY DISCLAIMS ALL, REPRESENTATIONS, CONDITIONS AND WARRANTIES REGARDING THIRD PARTY SOFTWARE, AND THE ONLY REPRESENTATIONS,CONDITIONS AND WARRANTIES WITH RESPECT TO THIRD PARTY SOFTWARE ARE THOSE THAT ARE MADE BY THE APPLICABLE THIRD PARTY LICENSORS AND SETFORTH IN THE THIRD PARTY SOFTWARE TERMS.

‍
11. Indemnification Client Indemnification
11.1 Client will defend MedOne from any third party claim, suit, action or proceeding, and will pay all related damages, costs, expenses, judgments, settlement amounts, and other liabilities(including reasonable attorney’s fees and costs) finally awarded against MedOne arising from:

1. any violation (or alleged violation) of applicable law by Client.

2. any allegation that any Client Content infringes, misappropriates or violates any copyright, patent, trade secret, trademark or other intellectual property rights of a third party;

3. any disputes with third party licensors or providers of any Client`s Content;

4. any acts or omissions of Authorized Users; or

5. any claim made by Client which breaches Client's obligations set forth in Section 3.9 above.

If MedOne seeks indemnification under this Section, it must:

1. provide Client with prompt notice of the claim;

2. give Client sole control of the defense; and

3. reasonably cooperate with Client, at Client’s expense, in defending the claim.

Not with standing the foregoing, MedOne may participate with Client in (but notcontrol) the claim using counsel of its choice at its own expense, and Client will not enter into any
settlementor other compromise of the claim that affects MedOne without MedOne’s written approval, which approval will not be unreasonably with held, delayed, or conditioned.

‍
Additional Remedies
11.2 Ifthe Services are the subject of an infringement claim (or MedOnereasonably believes that such a claim is likely),then MedOne may at its option and expense:

1. procure for Client the right to continue to use the Services;

2. modify the Services to be non-infringing or provide non-infringing substitutes with substantially similar functionality; or

3. if MedOne cannot accomplish (a) or (b) using commercially reasonable efforts, terminate the Services and refund to Client the unused portion of any Fees paid in advance for the affected Services.

‍

12. Fees and Payments Fees Generally

12.1 Client will pay the Fees to MedOne.
12.2 Unless otherwise specified in the applicable Order, Client will make all payments within thirty (30) days as of the end of the month in which the invoice was furnished to Client.
12.3 All other terms of payment shall be as set forth in the applicable Order.
Payment and Taxes
12.4 AnyClient-specific payment terms, including currency, dates and manner of payment, interest rates on late payment, and taxes, will be described in the applicable Order.
Additional Fees
12.5 MedOne may charge Client additional Fees on a time and materials basis at MedOne’s then-current rates for any of the following: (i) Re-establishment (whether following suspension under Section 14 or otherwise) or other assistance requested by Client outside the scope of
the applicable Order; or (ii) provision of Support to Client if MedOne determines that Client’s request was not related to an Incident.
12.6 These Fees will be invoiced to Client in the month following the month in which they accrue.
Unforeseen Fee Increase
12.7 Not with standing any thing to the contrary in this Agreement, MedOne may increase the Fees if there is a material increase in the costs or charges incurred by MedOne for electricity, communication, or Third Party Software. MedOne will promptly notify Client in writing of any such increase which will take effect on the last day of the calendar month immediately following the date of the notice. If Client does not agree to the increase, Client has the option to terminate on thirty (30) days’ written notice the Order(s) affected by the increase. This termination right may only be exercised by Client during the sixty (60) day period commencing from the date of the notice, and failure by Client to terminate during such period will constitute acceptance by Client of the Fee increase.
Other Payment Terms
12.8 MedOnemay apply any payment received from Client under any Order towards any amounts that Client owes to MedOne under this Agreement or otherwise.
12.9 Client may not with hold payment of any amount due to MedOne for any reason.
Service Level Credits
12.10 Service Level Credits will be applied towards Fees as described in this Section.
In order to receive Service Level Credits for a Service Level Failureduring a particular calendar month, Client shall be obligated, within 10 days from the end of said month, to submit a written claim to MedOne. MedOne shall confirm in writing to Client, within 21 days from receipt of such written claim, whether Client's claim is approved or rejected. If such claim is approved by MedOne, then MedOne will apply the applicable Service Level Credits to Client’s invoice for the following calendar month.
All invoices to which any Service Level Credit is to be applied by MedOne is called the “Service Level Credit Invoice”.
Service Level Credits may only be redeemed against the applicable Service Level Credit Invoice, and will not be redeemable against any other invoices unless otherwise agreed by MedOne in its sole discretion. Any Service Level Credits not requested or not redeemed by Client asset forth here in will automatically expire.

‍
13. Limitation of Liability
13.1 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPTFOR CLIENT’S OBLIGATIONS UNDER SECTION 11(INDEMNIFICATION) OR CLIENT’S BREACH OF SECTION 3.2,TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

1. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT, DAMAGES FOR INTERRUPTION OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, OR LOSS OF DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND

2. IN NO EVENT WILL MEDONE'S MAXIMUM AGGREGATE LIABILITY TO THE CLIENT ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO MEDONE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY.

ALL THE ABOVE LIMITATIONS OF LIABILITY ARE CUMULATIVE AND NOT PERINCIDENT.

‍
14. Suspension
14.1 MedOnere serves the right to suspend or restrict Client’s or any User’s access to and use of the Services if(collectively“Service Suspensions”):

1. Client or any Authorized User breaches this Agreement, including by violating the AUP;

2. Client or any Authorized User fails to cooperate with any reasonable investigation by MedOne of a suspected breach of this Agreement;

3. MedOne reasonably determines that suspension is necessary to prevent or mitigate damage or disruption to

MedOne’s systems or networks;

4. Client fails to pay any Fees when due;

5. there is an unusual spike or increase in Client’s use of the Services that impacts MedOne’s ability to deliver the

Services;

6. any Excusing Event has occurred; or

7. if MedOne's service provider/s suspend the provision of services to MedOne in a manner that would cause MedOne to suspend the Services provided to the Client.

MedOne will use commercially reasonable efforts to provide prior notice of a Service Suspension.
14.2 ClientContent stored on the Services may be unavailable during a Service Suspension. Without limiting orderogating from Section 13, MedOne will have no liability for any damages, liabilities, or losses resulting from a Service Suspension.

15. Term and Termination Term

15.1 The Agreement commences on the Effective Date of Client’s firstOrder and, unless terminated earlier, continues until the last expiration or termination date of any of Client’s Orders. The initial term of each Order will be stated in the Order. Subject to the terms of the applicable Order, each Order with a Minimum Commitment Plan will automatically renew for an additional twelve(12) month period (each a “Renewal Term”)upon expiration of the initial term or the then-current Renewal Term, unless either party provides written notice of termination at least 90 days prior to the expiration date of the Order.

15.2 Except with respect to Orders with Minimum Commitment Plans (as setforth under Section 15.1 above), either party may terminate this Agreement or any or all Orders at any time, by a prior written notice of thirty (30) days to the other party, for any reason or for no reason.

15.3 Not with standing anything contained herein to the contrary, as long as there are any Orders in force, the Agreement shall continue to remain in full force and shall apply to such Orders.

Termination for Cause

15.4 Either party may terminate this Agreement (and all Orders) or any individual Order upon notice to the other party if the other party materially breaches any term or condition of this Agreement or anyOrder and fails to correct such breach within fifteen (15) days following notice specifying such breach. Without limitation, Client’sfailure to pay Fees on time and Client’s (or any User’s)noncompliance with Section 3.2 will constitute material breaches. Inaddition, MedOne may immediately terminate any Order or particular Services under an Order by notice to Client if continuing to providethe applicable Services to Client becomes infeasible as the result ofa Force Majeure Event.

15.5 Without limiting the generality of the aforesaid in Section 15.4above, the Client here by acknowledges that MedOne may terminate this Agreement immediately upon the request of its service provider/s as aresult of Client breaching the terms of this Agreement. Also, MedOnemay terminate this Agreement immediately in the event that its agreement/s with its service provider/s will terminate.

15.6 In addition to the aforesaid, either party will be entitled to terminate this Agreement if:

1. a party has executed an assignment for the benefit of creditors or filed for relief under any applicable insolvency, bankruptcy, reorganization, moratorium or similar debtor relief laws, and such procedures have not ceased or been lifted for a period of 90 days as of the commencement of such procedures;

2. a receiver, administrator or liquidator has been appointed in respect of a party or a material portion of its assets or properties, and such nomination was not removed for a period of 90 days;

3. an involuntary petition in bankruptcy (or for the appointment of a receiver, administrator, examiner, liquidator, provisional liquidator, trustee or similar officer) has been filed against a party, or any other insolvency or bankruptcy proceeding has been commenced against a party, which petition or proceeding has not been dismissed, vacated or stayed within 90 days from commencement thereof; or

4. a party commences a process of liquidation, dissolution or winding-up, and such process was not cancelled during a period of 90 days after it was commenced.

Effect of Termination

15.7 Upon expiration or termination of this Agreement or any Order:

1. MedOne will cease providing the applicable Services and Client’s rights and licenses granted under this Agreement and the applicable Order with respect to those Services will immediately terminate;

2. all outstanding invoices will become immediately due and payable;

3. the remainder of all monthly Fees for the remaining Minimum Commitment Term (if applicable) will become immediately due and payable; and

3. MedOne will not be required to maintain or store, and may delete, Client Content hosted or stored in connection with the terminated Services, unless otherwise agreed in the applicable Order.

15.8 Either party’s termination of this Agreement or any Order will be without prejudice to any other remedies that it may have at law or otherwise, and will not relieve either party of breaches occurring prior to the effective date of termination. The following Sections of these Terms will continue and survive after any expiration or termination: Sections 2, 3.2, 3.4, 3.5, 3.6, 3.7, 9, 10.4, 11, 12,13, 15.7, and 16.

16. General Severability

16.1 If any term or provision here of is determined to be illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the validity or legality of the remainder of these Terms.

GoverningLaw

16.2 The Agreement and any dispute arising out of or in connection with itwill be governed by the laws of the state of Israel (without regardto its conflict of law principles), with exclusive jurisdictiongranted to the competent courts of the Tel-Aviv District, Israel.

Notices

16.3 Any notice, request, demand or other communication required or permittedby these Terms will:

1. be in writing;

2. reference the Agreement and the applicable Order; and

3. be directed to the recipient’s address or email address (or facsimile number if applicable) specified in the applicable Order by prepaid registered post, hand delivery, email or facsimile, and will be deemed to be properly given when received.

Assignment

16.4 Neither party may assign, delegate or otherwise transfer, whether voluntarily or involuntarily, by operation of law or otherwise, the Agreement or any of its rights or obligations under the Agreement without the prior written consent of the other party, except that:

1. MedOne may assign the Agreement without the prior written consent of Client to an

affiliateor in connection with a merger, consolidation, or sale of all or aportion of MedOne’s assets or business; and

2. MedOne may have any of the Services performed on its behalf by its affiliates or other third parties.

16.5 Subject to the foregoing, the rights and liabilities of the partiesare binding on, and will inure to the benefit of, the parties and their respective successors and permitted assigns. Any attempted assignment, delegation or other transfer except in accordance with this Section will be ineffective and void.

Rightto Reference

16.6 Unless Client advises MedOne otherwise in writing, Client consents to MedOne using its name in any of MedOne’s marketing, salesmaterials, press releases, public announcements and case studies.

Waiver

16.7 Any waiver by either party of a breach of or a default under any provision of the Agreement must be in writing and will not be construed as a waiver of any subsequent breach of or default underthe same or any other provision of the Agreement, nor will any delay or omission on the part of either party to exercise or avail itself of any right or

remedy that it has or may have under the Agreement operate as a waiver of any right or remedy.

Feedback

16.8 If Client provides suggestions for changes or improvements or other feedback about the Services or any of MedOne’s other products orservices (“Feedback”),MedOne may use such Feedback for any purpose without obligation or payment of any consideration and Client assigns to MedOne all right,title and interest (including intellectual property rights) in and to the Feedback.

Force Majeure

16.9 Except for the payment of Fees, neither party will be liable to the other for failure or delay in performing its obligations under the Agreement if such failure or delay is due to circumstances beyond its reasonable control, including acts of any governmental body, war, insurrection, acts of terror, sabotage, embargo, fire, flood, strike or other labour disturbance, interruption of or delay intransportation, interruption of or delay in telecommunications, or inability to obtain raw materials, supplies or power used in or equipment needed for provision of the Services (each, a “Force Majeure Event”).

Relationship of the Parties

16.10 Nothing contained in the Agreement will be deemed or construed ascreating a joint venture, partnership, agency, employment, or fiduciary relationship between the parties. Neither party, nor eitherparty’s agents, have any authority of any kind to bind the otherparty in any respect whatsoever, and the relationship of the partiesis, and at all times will continue to be, that of independentcontractors.

No Third Party Beneficiaries

16.11 Nothing in this Agreement, express or implied, confers or is intended to confer on, any person other than the parties and the respective successors or permitted assigns of the parties, any rights, remedies, obligations or liabilities.

Changes to the Terms

16.12 MedOne may change these Terms (and the exhibits hereof) from time totime, including when required by law or governmental entities to doso. From the moment the updated Terms (and exhibits hereof) which include any such change are published on MedOne's website, then such change will be binding upon Client.

No Presumptions

16.13 If an ambiguity or question of interpretation arises the Agreement will be construed as if drafted jointly by the parties and nopresumption or burden of proof based on authorship will arisefavoring one party over the other. Client waives any claims ordefenses regarding the validity or enforceability of the Agreementarising from the fact of electronic submission or presentation of the Agreement to Client.

Entire Agreement and Precedence

16.14 TheAgreement is the entire agreement between the parties on the subject matter and supersedes any previous understandingor agreements. Except as otherwise provided with respect to updatingof certain terms by MedOne, no modifications, additions, or amendments to the Agreement will be effective unless set out in writing referencing the Agreement and signed by a duly authorized representative of each party.

16.15 If there is any conflict or inconsistency between these Terms and the terms in any other document that forms the Agreement, then:

1. the terms in an Order will take precedence and resolve the conflict or inconsistency solely with respect to the specific variable terms included in the Order concerning pricing, payment, term, termination, and specific Services ordered; and

2. these Terms will take precedence with respect to all other matters.

Interpretations

16.16 Heading sare inserted for reference purposes only and do not affect the interpretation of these Terms.

16.17 For the purposes of interpreting these Terms (unless the context otherwise requires):

1. the singular includes the plural, and the plural includes the singular;

2. the words “include” and “including” will not be construed as terms of limitation, and will mean “including without limitation”;

3. the words “writing” or “written” mean reduced to writing whether in electronic or hard copy form;

4. references to the parties will refer to their permitted successors and assigns;

5. references to any agreement, instrument or statute mean that agreement, instrument or statute as amended from time to time; and

6. References to documentation or materials provided by MedOne or a document comprising the Agreement mean that material or document as amended by MedOne from time to time.

‍

Exhibit A

*Termsused but not defined here in shall have the meaning ascribed to them in MedOne's terms of service document.

Service Description

1. IaaS – Infrastructure as a Service

1. IaaS provides the ability to provision virtual cloud servers cloud network(s).

2. Cloud servers are assigned private IP addresses from within a range when they are deployed and can be made accessible to the public internet when an Authorized User specifically enables such access.

3. Each cloud server is required to be provisioned with one (1) operating system. An Authorized User can control the number of virtual CPUs, the amount of RAM and the amount of data storage allocated to each cloud server.

4. The Client is responsible and liable for all the software on cloud servers, including applications that are loaded, installed and/or operated by or on behalf of the Client on cloud servers.

5. Each cloud server must have an amount of data storage allocated to it to allow the operating system and any installed applications to function correctly. This service provides data storage using physical hard disk drives (HDD) and the total amount of data storage available is constrained by the physical dimensions of the infrastructure.
6. The service provides the Client with the ability to provision Client-specific cloud network and VLANs.

Clientcan then use the cloud UI software to automatically deploy virtualcloud servers on Client’s VLAN(s).

7. Each cloud network is provided with its own range of private IP addresses and is initially isolated, but can be configured by an Authorized User to communicate with other cloud networks and the public internet. Each cloud network includes firewall capabilities and can be independently customized based on specific needs.

8. The Client is solely responsible for deploying, managing and securing his Client environment from all respects.

2. DRaaS – Disaster Recovery as a Service

1. DRaaS is a managed DR service that allows Clients to replicate their data to a secondary site hosted on MedOne cloud. The replication is made from on-premises or from a production environment in another MedOne cloud site.

2. Data replication is done in a CDP (Continues Data Protection) mode, replicating all the data instantly from the production to the DR site.

3. The Client is responsible for the DR monitoring, DR procedures, DR configuration and providing MedOne with the list of servers that need to be replicated.

3. BaaS – Backup as a Service

1. BaaS provides Clients the ability to backup their workloads to MedOne cloud. The workload can be either running on MedOne cloud or in Client’s premises.

2. Backup copies can be kept in Client’s premises on a storage provided by the Client and/or in one or two MedOne cloud locations (as agreed between the Client and MedOne).

3. The Client is solely responsible for managing his backups, backup policy and retention.

4. Sasa as a Service

GateScanner®Content Disarm and Reconstruction (CDR) by Sasa Software Receiving documents from customers is critical for every organization but is also a source of concern since file-based attacks including Ransomware, Zero Days, Exploits, and other threats evade detection.

GateScannersolves this by ensuring every file delivered is safe. GateScannercombines highly optimized Multi-AV and NextGen detection topre-filter known threats and prevents undetectable attacks using proprietary file disarm, transforming every file into a neutralized(harmless) copy, protecting against weaponized content that has neverbeen seen before.

5. GateScanner Security Dome is a web-based platform protecting multiple content routes including file uploads & sharing, secure messaging, browser downloads, and storage synchronizations.

5. GateScanner API enables integration of 3rd party solutions and other applications via a REST API.

‍

Exhibit B

Servicelevel agreement

This document specifies the level of service in connection with the cloud services of MedOne, and provides a compensation mechanism between MedOne and its customers, in accordance with compliance with the levels of service specified. Terms that have been used but that are not defined in this document will have the meaning set forth in theterms of service document of the cloud services of MedOne (the “terms of service document”), unless stated otherwise.

That set forth in this document applies only to services supplied in Israel, and does not apply to the optional services provided by MedOne.

Levels of service

The following levels of service will apply to the cloud services of MedOne, subject to the following conditions:

1. Availability of the network − For use of the public cloud, MedOne offers 99.99% availability of "MedOne network," that includes elements in the public cloud (routers, firewalls, balancing of loads and switches in specific locations). MedOne network will be regarded as being available as long as the elements of its network are available and respond to the monitoring system (as set forth below).

2. Availability of the servers and storage system − For use of the public cloud, MedOne offers 99.99% availability of the cloud servers of the customer. This level of service only covers a situation of unavailability of servers and storage in the virtual cloud (because of the layers of the hardware and the hypervisor that supply the server and the storage in the virtual cloud). The servers and storage system in the virtual cloud will be regarded as being available for the purpose of this level of service if the virtual layers of the hardware and the Hypervisor supplied by every server in the cloud will be available, and will back up the monitoring system.

1. 99.9% availability for a single virtual machine produced by the customer for a specific service of his.

2. 99.95% availability for at least one of two virtual machines produced by the customer for a specific service of his in a single cloud of the supplier, and anti- affinity rules were defined between them.

3. 99.99% availability for at least one of two virtual machines produced by the customer for a specific service of his on two different cloud infrastructures of MedOne.

3. Availability of containers services − Use of the managed containers platform, including the managed Kubernetes system and the managed containers system in the public cloud. Since this is a service without charge, MedOne does not guarantee the availability of the service for these services. However, the level of service for the servers, the storage, and the network that carry out the service, are as set forth in section (b) above.

4. The reply and response time − For every emergency that was properly reported by the customer, in accordance with the terms of service document, the support team of MedOne will contact the customer within 30 minutes of the time at which the event was first reported. If, subsequently, MedOne should reclassify the event so that it will not be regarded as an emergency, the reply and response time stated will not apply.

5. Latency time − MedOne supplies to its customers a latency time less than or equal to 1 millisecond for the transfer of data batches from one cloud server to another within the same network. Latency time means the period of required for a data batch to move from one point to another. The method of measurement of the latency time will be specified by the monitoring system.

6. Cloud backup − MedOne offers 99.9% availability for customers to manage backup and restoration of data and information in the applications stored in the virtual cloud servers in the cloud platform of MedOne, so that the customers may store and restore data and information in applications on a network that includes firewalls, routers, switches and a system of servers and storage connected to the cloud platform of MedOne. The actual performance of the levels of service, as set forth above, will be measuredby means of the current monitoring system of MedOne ("the monitoring system"), and as implemented by it.

‍

Compensationfor the level of service -Definitions

Downtime −Regarding the levels of service "network availability" and"availability of the servers and storage system,"the period of time in which the MedOne network or the virtual cloudserver, as the case may be, are not available.

Duration−During a specific calendar month − The overall period of time inminutes of the down time or the response delay (as the case may be) in the said calendar month, calculated in accordance with this section.

Responsedelay −For every emergency, the number of minutes of the response time exceeding the first 30 minutes from the time at which the event was first reported.

Responsetime −The number of minutes that have elapsed from the time at which the customer properly reported an emergency in accordance with the terms of service document until thetime at which the MedOne support team made contact with the customerin connection with the said emergency.

Failurein the level of service –Non-complianceby MedOne with a specific level of service during a specific calendar month (not including a failure that constitutes, or was caused by, an"exempt event").

Rate of compensation for the level of service −For deviation from the level of service, the rate specified for it in the"rate of compensation" column.

Calculation

1.

Regarding the levels of service—'network availability,' 'reply and response time,' and 'latency time'—when a failure occurs in the level of service during a specific calendar month and the customer is entitled to compensation for the deviation from the level of service, the sum of the compensation will be equal to:

1. The rate of compensation for the level of service, corresponding to the duration of the said failure in the level of service as outlined in the following table, multiplied by.
   

2. The sum of the actual payment of the customer for use in the said calendar month in the said specific server in which the failure to provide the level of service occurred.
   

To remove all doubt, in calculation of the compensation, only the actual payments of the customer for use, in the said calendar month, of the said specific server in which the failure to provide the level ofservice occurred, will be taken into account.

2. Regarding the level of service of "availability of the servers and storage system," when a failure occurred in the level of service during a specific calendar month, and the customer is entitled to compensation for the deviation from the level of service, the sum of the compensation will be equal to:
   

o The rate of compensation for the level of service, matched to the duration of the said failure in the level of service, as set forth in the following table, multiplied by:

o The sum of the actual payment of the customer for use, in the said calendar month, of a specific server in a cloud regarding which there was down time, as this payment was calculated by MedOne, based on the appropriate usage reports.

To remove all doubt, in calculation of the compensation, only the actual payments of the customer for use, in the said calendar month, of thesaid specific server in a cloud for which there was the down time, as these payments were calculated by MedOne, based on the appropriate usage reports, will be taken into account.

3. Regarding the level of service of "cloud backup," when a failure occurred in the level of service during a specific calendar month and the customer is entitled to compensation for the deviation from the level of service, the sum of the compensation will be equal to:
   

o The rate of compensation for the level of service, matched to the duration of the said failure in thelevelof service, as set forth in the following table, multiplied by:

o The sum of the actual payment of the customer for use in the said calendar month with the backup of a specific server in a cloud regarding which there was unavailability of cloud backup, as this payment was calculated by MedOne, based on the appropriate usage reports.

To remove all doubt, in calculation of the compensation, only the actual payments of the customer for use in the said calendar month for backup of the said specific server in a cloud for which there was unavailability of cloud backup, as these payments were calculated byMedOne, based on the appropriate usage reports, will be taken into account.

1. If, as a result of a single event or a number of related events, there occurred more than one failure in the level of service, the customer will be entitled to receive no more than one compensation for the level of service matching the said event. The customer must be an active user of the public cloud during a specific failure to the level of service in order to be entitled to receive compensation for the said failure in the level of service.
   

2. Without limitation to that set forth in this document, in no cases will the cumulative sum of the compensation for the level of service that must be paid for all the failures in the level of service that occurred during a specific calendar month in a specific server exceed 40% of the total actual payment of the customer for use of the said server in the said calendar month.
   

3. Compensation for deviation from the levels of service is the sole and exclusive relief available to the customer, and it constitutes the sole and exclusive responsibility of MedOne in connection with MedOne's compliance with the levels of service. To remove all doubt, non-compliance by MedOne with the levels of service will not constitute an infringement of the terms of service document, or of the agreement between the customer and MedOne, or of any other document between the customer and MedOne regarding the cloud services of MedOne.
   

4. To remove all doubt, all the compensation for the level of service will be calculated exclusively in accordancewith this section , and in accordance with thetable as set forth in section 2.3 below (that is based on a calendarmonth in a standard calendar for ease of calculation), in the event of non-compliance with the values or intended rates of the duration,availability, latency time, and response time, as set forth insection 1.
   

1. It is here by clarified that no compensation will be paid to the customer for a failure in the level of service that was caused following any event or cause that did not originate in the availability of a cloud infrastructure. For example, no compensation will be paid to a customer for a failure in the level of service that was caused by: third party software (even if was supplied by MedOne), issues related to licensing of third party software, human errors made by MedOne's PS people in maintenance of the customer's systems, systems and applications that run on a virtual machine in a cloud, etc.

‍

The rates of compensation for deviation from the level of service

Method of measurement

Compensation for levels of service is calculated based on calendar months, and allmeasurements of duration are reset at the beginning of every calendar month (i.e., there is no accumulation of the balance of durations for the following month). The monitoring system is the official sourcefor determination of whether a failure occurred in the level of service, and for measurement of all failures of the level of serviceand durations.

Compensation exploitation

The compensation exploitation mechanism regarding the sums for payment appears in the terms of service document.

‍Exempt event

Without limitation to that set forth in this document and in the terms of service document, if an exempt event should occur (including whenthere occurs a period of time of failure, delay, down time,unavailability, delay, degradation of service, response delay, or any similar event that was caused by or was related to an exempt event),it will not be regarded as down time or response delay that will be counted against the performance of MedOne, against any level of service, or that constitutes a failure to the level of service.

An exemptevent means one of the following:

1. Acts or omissions of the customer or of any third party for which the customer is responsible, including non-supply of accurate, full, and relevant information when required.

2. An event of force majeure (as set forth in the terms of service document).

3. Routine maintenance, or maintenance during an emergency, of the services (as set forth in the terms of service document), or any other down time as specified and agreed upon between the parties.

4. A defect in third-party software, or if the licensing rights of MedOne to third-party software should end or be limited by the provider of the license.

5. Unavailability of essential technology, or of any other resource, under reasonable commercial conditions.

6. Any malfunction in an operating system, database, application, network, hardware, infrastructure, or any other code or material that are not supplied by MedOne, including problems with the configuration in connection with the aforesaid.

7. Unavailability of Internet lines resulting from a malfunction on the part of the ISP.

8. Acts or omissions of a third party (such as break-ins, attacks of denial of services, and penetration of viruses).

9. Compliance with any law or request of a government body that harms MedOne's capability to supply the services.

‍

Exhibit C

*Terms used but not defined here in shall have the meaning ascribed to them in MedOne's terms of service document.

Acceptable Use Policy

1. Acceptable use of Services
   

1.1 ThisAcceptable Use Policy (“AUP”)describes how you must use and what you cannot do with the cloud computing services we provide to you based on our Cloud Platforms (“Services”).

1.2 Youare solely responsible for: (i) the content, materials and data that you create outside the Cloud Platform and upload to and process on the Cloud Platform; (ii) the content, materials and data that you create through your use of the Services; and (iii) applications and other software that you install on the Cloud Platform (together “ClientContent”).

1.3 This AUP applies to all uses of any MedOne platforms or Services,including use resulting from or involving ClientContent.

1.4 You will comply with all applicable laws and regulations when using theServices and will not allow any illegal or improper use of the Services.

2.Changes to AUP

2.1 We may change this AUP from time to time by posting the updated versionof this AUP to our website. If you do not agree with the change you must stop using the Services. If you continue to use the Services following a change to this AUP you will be deemed to have accepted the change.

3. AUP applies to all Users

3.1 ThisAUP applies to the use of the Services by all your users, your customers, third party service providers and otherend-users (“Users”). You are responsible for the acts and omissions of all Users.

4.Usage Limits

4.1 We reserve the right to impose limits on the bandwidth or the datastorage capacity available to you. If we do so, you agree that you will comply with these limits. If you exceed these limits or use a disproportionate share of the available bandwidth, we may limit or“throttle” your bandwidth or capacity usage or impose traffic management procedures.

4.2 You may not circumvent any limits that we place on your use of the Services.

5. Email and Spam

5.1 You may not use the Services to distribute email, instant messages, text messages or other communications in an unacceptable or illegal manner. For example, you may not:

1. create or send hoax emails or chain emails;

2. send unsolicited commercial email or bulk email (“spam” or “spamming”);

3. harvest email addresses;

4. use open proxies or relays to allow spamming; or

5. impersonate someone else (“spoofing”) or falsify message header information.

5.2 All commercial email promoting goods or services you send using the Services must comply with all applicable laws, rules, regulations,industry codes and similar guidelines.

6. Security

6.1 You may not use the Services or allow the Services to be used to:

1. gain unauthorized access to computer systems or engage in security attacks of any kind including:

1. against trust (such as email spoofing, password cracking, IP spoofing and DNS poisoning);

2. against confidentiality and integrity (by using malware such as computer viruses, worms, trojan horses, rootkits, keyloggers, spyware or other malicious programs and code); or

3. against availability (such as denial of service and email bombs)

2. corrupt, modify or intercept electronic communications intended for any other person or entity; or

2. interfere with or disrupt the operation of the Cloud Platforms or the Services.

6.2 You may not avoid any limitations we place on your use of the Services.

7. Abuse and Illegal Behaviour

7.1 You may not use the Services to:

1. conduct or engage in any illegal business or activity;

2. infringe any third party intellectual property right (for example copyright, patents, trademark, trade secret or know-how);

3. collect, copy or process information in a way that breaches data protection laws or leads to a wrongful breach of privacy; or

4. create, distribute, process or view any: (i) defamatory; (ii) obscene, indecent or pornographic; (iii) racist, sexist or otherwise discriminatory; (iv) misleading, deceptive or fraudulent; or (v) otherwise objectionable, offensive or illegal material.

8. Law Enforcement

8.1 Were serve the right at any time and without notice to investigate any suspected breach of this AUP or misuse of our Services.

8.2 We may block access to Client Content or remove it from the Services ifwe have reasonable grounds to suspect that it breaches this AUP.

8.3 We may be required to cooperate with courts and judicial bodies, policeand law enforcement authorities,regulatorsand other appropriate third parties to help with the investigation and prosecution of illegal conduct. This cooperation may includedisclosing information and data about the Cloud Platforms and the Services to them and providing them with information about your use of the Services and Client Content when we are legally required to doso.

9. Suspension or Termination

9.1 If you breach this AUP or misuse the Services or allow others to do so,we may suspend or terminate your use of the Services.

9.2 If we decide that the breach can be remedied without suspending your access to the Services, we will request you to remedy the breach within the time period that we specify. If the breach is not remedied within that time period, we reserve the right to suspend your access to the Services.

9.3 If we suspend your access to the Services we may terminate your accessto the Services if you do not correct the reason for suspension within seven days of the suspension.

10. Reporting Breaches

You will immediately notify us if you become aware of any breach of this AUP and assist us to investigate or remedy the breach

‍

‍