General Terms of Service

1. Introduction

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

2. Definitions

Capitalizedterms used in these Terms and not otherwise defined have thefollowing meanings:

Agreementmeansthe 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.

Administratormeansthe single employee, agent or independent contractor authorized byClient to manage andadministerClient's use of the Services.

APImeansan application programming interface made available by MedOne inconnection with certain Services,includingthe technical and administrative specifications, standards,requirements, procedures and communication protocols promulgated byMedOne in connection with such application programming interface.

AUPmeansthe Acceptable Use Policy that describes obligations for use of theServices by the Client, attachedheretoas ExhibitC.

AuthorizedUser meansthe Administrator or a Sub-Administrator, as applicable.

BusinessDay meansany day on which banks in Israel are generally open for business, notincluding Friday andSaturday.

Clientmeansthe entity ordering Services from MedOne, as identified in theapplicable Order(s).ClientApplication meanssoftware that the Client installs on the Services for its internaluse.

ClientContent meansthe Client Applications and any other content, materials or data thatClient uses, installs,uploadsor hosts on the Services.

CloudPlatform meansa managed cloud platform used by MedOne to provide Services toClient. A Cloud Platformconsistsof computing hardware and software resources including automation andorchestration tools.

ConfidentialInformation hasthe meaning given to it in Section 9.1.

Credentialsmeana unique log in name and password, specific to Client, for AuthorizedUsers of the Client toaccessand use the Services.

Documentationmeansthe developer guides, getting started guides, user guides, quickreference guides, and otherdocumentationfor the Services that MedOne provides to Client in the Welcome Packor makes available via one or more web-based user interfaces.

EffectiveDate ofan Order means the date that MedOne receives the signed Order fromthe Client.

ExcusingEvent hasthe meaning given to it in the Service Level Terms.

Feesmeanthe fees payable by Client to MedOne for the Services, as describedin Section 12 and the applicableOrder.

Locationmeansa physical location from which MedOne provides the applicableServices, or in which MedOnemaintainsa cloud service necessary to provide the applicable Services.

Logomeansthe logo which appears on MedOne's user interface seen by AuthorizedUsers, while accessing theServices.

ManagementPortal meansa portal used by Authorized Users to allow Client to manage andadminister certainServiceson its own. Where applicable, the URL for the Management Portal willbe included in the Welcome Pack.

MarksmeansMedOne’s and any of its affiliates’trademarks,whether used individually or collectively and whetherregisteredor unregistered.

MedOnemeansMed 1 I.C.-1 (1999) Ltd. (Israeli company registration no.51-277639-4), and any of its affiliatesandsubsidiaries.

MinimumCommitment Plan meansa Plan that includes a Minimum Commitment Term.

MinimumCommitment Term meansa certain number of consecutive months during which Client commits topayamonthly Fee to access and use the Services, as indicated in theapplicable Order.

Ordermeansan order for Services submitted by Client and accepted by MedOne.

Planmeansa plan for MedOne’s provision of, and Client’s payment for,Services, as described in the applicableOrder.

PublicSoftware meansopen source software as that term is defined by the Open SourceInitiative. Public Softwareincludes,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, orsimilar licenses or derivatives thereof.

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

ServiceDescription meansthe document setting out the features, functions, limitations andrestrictions applicabletothe various Services, attached hereto as ExhibitA.

ServiceLevels meanthe service levels as set out in the Service Level Agreement (the“ServiceLevel Terms”)attachedhereto as ExhibitB.

ServiceLevel Credit meansa percentage rebate from the Fees, that Client may receive for aService Level Failure,calculatedas set out in the Service Level Terms.

ServiceLevel Failure means,for a particular Service Level during a particular calendar month, afailure by MedOnetomeet such Service Level during such calendar month (excluding anyfailure comprising or caused by an Excusing Event).

Softwaremeansthe software (including the API) that MedOne makes available forClient’s use as part of theServices,including both MedOne’s software and Third Party Software.

Sub-Administratormeansan employee, agent, independent contractor or automated applicationaccount of Client,designatedby the Administrator in accordance with Section 6.3 hereto.

Termsmeansthese terms and conditions.

ThirdParty Software meansany third party software, including both proprietary third partysoftware and PublicSoftware,that MedOne uses or makes available to Client in connection with theServices.

ThirdParty Software Terms meansthe terms and conditions including end user license terms applicableto Client’suseof Third Party Software, as published by such third party.

UsagemeansClient’s monthly usage of Services, as measured in units set out inthe applicable Order and as furtherdescribedin such Order.

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

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

WelcomePack meansthe materials including Administrator’s Credentials and accessinstructions that MedOneprovidesto Client to allow Client to access the Services.

3. License Grant of License

3.1Subjectto: (i) Client’s payment of all Fees; and (ii) the other terms andconditions of the Agreement, MedOnegrantsto Client a limited, non-exclusive, non-transferable, non-sublicensable right and license during the term of each applicableOrder for Client to access and use the Services as described in theapplicable Order and applicable Service Description. This licenseincludes the right to use the Documentation and APIs in connectionwith the Services. For the avoidance of any doubt, such license doesnot include the right to resell the Services to any third party.
Restrictions
3.2 Exceptas expressly permitted by the Agreement, Client will not and willensure 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
3.3AuthorizedUsers may access the Services either through a web-based userinterface or through Client’s ownClientApplication using the API. MedOne may modify and republish the APIfrom time to time. Client must ensure that its Client Applicationsand systems are compatible with the then current API. Notwithstandingthe foregoing, if MedOne removes or changes a material feature orfunction of the API, MedOne will use commercially reasonable effortsto maintain backwards compatibility with the previous version of theAPI for ten (10) months from the date of the change.

‍
ThirdParty Software
3.4TheServices may include Third Party Software, in which case the ThirdParty Software Terms will apply.Clientacknowledges that it may be required to engage third party softwarevendors to license certain Third Party Software directly from them.This may include, but shall not be limited to, hypervisor technologylicenses supplied by VMware under a service provider type licensingprogram (“VSPP”).If Client enters into a license agreement with such Third PartySoftware provider (“ThirdParty License Agreement”)to access or utilize any portion of the Services, then the Clientwill comply with, and will cause all Authorized Users to comply with,any Third Party License Agreement terms, conditions and requirementsthat are made available by the Third Party Software provider, as maybe amended from time to time. Client's use of Third Party Softwarewill be governed by Third Party Software Terms. If there is anyconflict or inconsistency between the Third Party Software Terms andthe other documents comprising this Agreement with respect to ThirdParty Software then the Third Party Software Terms will prevail tothe extent of the conflict or inconsistency.
3.5Clientacknowledges and agrees that although MedOne may provide information,including through theDocumentation,relating to the technology licensed under any Third Party Software,Client is solely responsible for ensuring its and its AuthorizedUsers’ compliance with the terms, conditions and requirementsrelating to any Third Party Software (including, among others, theThird Party Software Terms), as well as with any Third Party LicenseAgreement. To clarify, Client is required to engage VMware within itsterritory under the VSPP program and comply with VMware’scorresponding license and other terms.
3.6Withoutderogating from anything contained herein, in the event that MedOneresells any third-party softwareorservices to Client, any such third-party software or services(including the use thereof by Client) shall be subject to theapplicable terms and conditions (including, without limitation, anyservice level agreements, agreed use policies, etc.) as published bythe applicable third party.

‍
NoOther Rights
3.7Asbetween the parties, MedOne or its affiliates, as applicable, is thesole and exclusive owner of all right, titleandinterest (including intellectual property rights) in and to theServices and the Software. Subject only to the specific licensesgranted in this Agreement, MedOne expressly reserves all rights withrespect to the Services and the Software. Client will not acquire orclaim any right, title or interest (including intellectual propertyrights) in or to the Services or the Software, whether byimplication, operation of law or otherwise.

‍
Non-Assignability
3.8Client'srights of use of the Services under this Agreement are personal andnon- assignable, and Client will notsellany Services to/through a sales agent or to/through a sub-distributor or sub-reseller, without the express written permissionof MedOne.

Claimsto be Made Against MedOne
3.9Clientundertakes to bring any and all claims arising out of or inconnection with the Services or this AgreementagainstMedOne only, and not to claim against, sue or bring any legalproceedings against MedOne’s service providers. Any claim madeagainst MedOne's service providers by the Client will constitute amaterial breach of this Agreement by Client, and Client will be heldresponsible 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 awardedagainst MedOne arising from Client's infringement of this Section3.9.

‍
4. Client'sResponsibilities General Restrictions

4.1Client 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.Clientwill not infringe MedOne's rights in its Marks and will use the Marksonly in accordance with the termsofthis Agreement.

4.3.Anyuse of the Marks by Client must include an acknowledgment of theproprietary rights of MedOne to theMarks.

4.4.MedOnereserves the right to issue guidelines on the use of the Marks fromtime to time, and Client mustcomplywith these guidelines. A failure to do so will constitute a materialbreach of the Agreement.

4.5.Clientmust 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 withheld or delayed.

‍

5. ClientApplications

5.1Clientmay install and host Client Applications on the Services. Client issolely responsible for any aspectrelatingto the Client Applications (even if MedOne assisted the Client toinstall such Client Applications), including for: (i) ensuring thatClient has the necessary rights, permissions and licenses to install,use and host the Client Applications on the Services; (ii) the actsand omissions of any users of the Client Applications; (iii) thefunctionality and operation of the Client Applications; and (iv) thesupport and maintenance arrangements for the Client Applications.

5.2Asbetween the parties, Client is the sole and exclusive owner of allright, title and interest (including intellectualpropertyrights) 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 eachapplicable Order to host the Client Applications and other ClientContent solely in connection with providing the Services andperforming its other obligations under the Agreement.

‍

6. AuthorizedUser Accounts Administrators

6.1Inits first applicable Order for Services, Client will designate one(1) Administrator. The Administrator shallbeauthorized by Client to order additional Services, manage Client’suse of Services and appoint Sub-Administrators as set forth in clause6.4 below. Client may also regulate the ordering and management ofServices through the API. Any and all actions, requests and ordersmade using an Administrator’s Credentials or through the API willbe deemed to have been authorized by Client and Client will beresponsible for the associated Fees.

6.2TheAdministrator will be responsible for ensuring that former AuthorizedUsers who are no longer authorizedtoaccess the Services do not access the Services.

6.3Clientis deemed to have access to the Services when MedOne sends to Clientvia email the Welcome PackcontainingCredentials.

Sub-Administrators

6.4TheAdministrator may designate one or more Sub-Administrators andallocate 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.

6.5EachAuthorized User's Credentials may only be used by that AuthorizedUser; a single set of Credentials maynotbe shared or used by more than one person. The Client will ensurethat each Authorized User will keep his or her Credentials secure.

ClientResponsibility

6.6Clientis responsible for the acts and omissions of Authorized Users, and toensure that Authorized Users complywiththe Agreement, including the AUP. Client will not permit personsother than Authorized Users to access the Services. Client isresponsible 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 usingClient’s Credentials. Client will notify MedOne promptly in writingif Client becomes aware of: (i) any loss, theft, or unauthorized useof any Credentials; or (ii) any breach of this Agreement by anAuthorized User.

‍

7. ServiceLevels and Maintenance Service Levels

7.1TheService Levels are in the Service Level Terms. Client will beentitled to Service Level Credits as set out intheService Level Terms and Section 12.10. Failure to meet Service Levelsis not a breach of the Agreement by MedOne and Service Level Creditsare Client’s sole and exclusive remedy and MedOne’s sole andexclusive liability for MedOne’s failure to meet the ServiceLevels.

Maintenance

7.2MedOneperforms scheduled maintenance on the Services including maintenancerelated to the Software, CloudPlatformsand other equipment and materials used for providing the Services.Occasionally MedOne may need to perform emergency or unscheduledmaintenance. Maintenance activities may cause interruptions to theServices and MedOne will use reasonable efforts to inform Client inadvance of any maintenance related Service interruptions and theirlikely duration.

‍

8. SupportDefinitions

8.1Theterms set forth below shall have the following meanings:

Incidentmeansa failure of the Services to conform with the applicable ServiceDescription and includes anEmergencyIncident and Other Incident.

EmergencyIncident meansan Incident that renders the Service inoperative or causes a completefailure to any typeofService and impacts the Client.

OtherIncident meansany Incident other than an Emergency Incident.

IncidentCorrection meansa bug fix, patch, or other modification or addition that brings theServices intoconformitywith the applicable Service Description.

ServiceRequest meansa request by Client to MedOne for Support.

SupportmeansIncident Correction and Technical Support.

SupportServices Designee meansan individual designated by the Client for the purpose of informingMedOne ofanyproblem encountered by the Client, and which will be responsible forall communication with MedOne with respect to provision of Support byMedOne. Support Services Designee shall be designated in theapplicable Order which shall include his/her contact details,provided that the identity of the Support Services Designee andhis/her contact details may be changed by the Client only uponwritten notice to MedOne in accordance with the provisions of theseTerms.

TechnicalSupport meansanswering questions and providing information regarding the Servicesor theirfunctionality,but not including Incident Correction.

Provisionof Support

8.2Ifapplicable, the Support Services Designee shall submit a ServiceRequest to MedOne in which he/she willinformMedOne of any issue encountered during the use of the Services whichrequires 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 theissue and shall keep the Support Services Designee informed withrespect to its progress. Service Requests to MedOne shall besubmitted in the way and through the communications designated in theOrder.

8.3Whensubmitting a Service Request, Support Services Designee will provideMedOne's representatives withsufficientdetail to enable them to: (i) classify the Incident or ServiceRequest, and (ii) forward the Incident or Service Request to theappropriate technical support specialists. In the case of anIncident, Client will provide a detailed explanation of all thecircumstances 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 misclassifiedinitially, MedOne may reclassify it and respond accordingly, subjectto providing Client a written notice. On each call, MedOne'srepresentative will assign a unique ticket number to Client, whichClient can use to track its request. Following receipt of Client’sService Request, MedOne will contact Client, via email or telephoneto: (A) provide Client with information regarding the ServiceRequest; and (B) collect any additional information from Clientnecessary or useful to facilitate Incident Correction or to respondto the Technical Support issue.

‍

9. Confidentialityand Data Security Confidentiality

9.1“ConfidentialInformation”means all information (whether in written, oral, electronic, or otherform) that is disclosed or otherwise made available by one party (the“DisclosingParty”)to the other party (the “ReceivingParty”)in connection with this Agreement, that is confidential orproprietary by its nature. Confidential InformationofMedOne includes any information regarding the Services, including theSoftware, Documentation, all pricing information and any othernon-public portion of the Services. Confidential Information ofClient includes all Client Content. These Terms (including anyexhibits hereof) and any Orders shall be deemed to be ConfidentialInformation of both parties, and notwithstanding anything to thecontrary in this Section 9, neither party shall disclose the terms ofany such document to any third party, other than to its affiliatesand its respective legal counsel and accountants, without the otherparty’s prior written consent. Confidential Information does notinclude information that: (i) is or becomes publicly known other thanas a result of any wrongful action or inaction of the Receiving Partyhereunder;

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

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

Information.

9.2Subject to Section 9.3, the Receiving Party will not use ConfidentialInformation of the Disclosing Party for any purpose other than toexercise its rights or perform its obligations under the Agreement.The Receiving Party will not disclose Confidential Information of theDisclosing Party to any third parties except to its employees,agents, consultants, service providers or contractors who have a needto know such Confidential Information and who are bound byconfidentiality provisions (including provisions relating to non-useand nondisclosure) 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 toprotect its own information of a similar nature or sensitivity, butin any event with no less than reasonable care. The Receiving Partywill promptly advise the Disclosing Party in writing of anyunauthorized disclosure, misappropriation or misuse of the DisclosingParty’s Confidential Information of which the Receiving Partybecomes aware.

9.3This Agreement will not prevent the Receiving Party from disclosingConfidential Information of the Disclosing Party to the extentrequired by a judicial order or other legal obligation, but, to thefullest extent permitted by law, the Receiving Party will promptlynotify the Disclosing Party of such a required disclosure to allowintervention by the Disclosing Party (and will reasonably cooperatewith the Disclosing Party) to contest or minimise the scope of thedisclosure (including reasonably assisting the Disclosing Party inapplication for an injunction or similar protective order).

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

DataSecurity

9.5Client acknowledges that it is responsible for using the Servicesproperly and for taking its own steps to maintain appropriatesecurity, protection, and backup of Client Content, which mayinclude: (i) the use of encryption technology to protect ClientContent from unauthorized access; and (ii) routine back-up andarchiving of Client Content. Client is responsible for selecting theLocation(s) in which Client Content will be stored and Client willcomply with all applicable laws with respect to Client Content andits use of the Services. MedOne uses reasonable security standards toprotect the physical security of the data centers used to storeClient`s Content but MedOne is not responsible for and assumes noliability related to the foregoing Client responsibilities,obligations and undertakings.

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

Withoutderogating from the above, the Client agrees to provide MedOne, atleast once a year, with a list of all the registered databases thatthe Client manages in MedOne, specifying (i) the name of thedatabase; (ii) the name of the database owner; (iii) informationdemonstrating that the Client`s staff members have been grantedauthorized access to the database in accordance with the provisionsof this Agreement; (iv) the names of the database administrator anddatabase information security officer, if any. Furthermore, theClient agrees to comply with any other reporting requirementsapplicable to MedOne, as mandated by the applicable data protectionlaws. The Client will comply with all applicable laws in relation toservices of MedOne. MedOne shall not be held responsible or liablefor any of the Client’s obligation that were not fulfilled.

DataSafeguards

9.6Subject to Section 9.7, Client acknowledges thatthe Services operate in such a way as to not permit MedOne to accessClient Content and MedOne has no ability to manipulate, modify orcontrol Client Content.

9.7Where Client requests support from MedOne that requires access toClient Content, Client may be required to issue temporary Credentialsto MedOne to permit such access to Client Content. To the extentClient 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 dataretention of Client Content.

10. Representations and Warranties Mutual Warranties

10.1 Eachparty 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.

MedOneWarranty
10.2MedOnerepresents and warrants to Client that it will perform the Servicesmaterially in accordance with theapplicableService Description.

‍ThirdParty Software
10.3MedOnewill pass on to Client the benefit of any warranties and indemnitiesit receives under the Third PartySoftwareTerms to the extent MedOne has the right to do so. Otherwise MedOnemakes no, and expressly disclaims all, representations and warrantieswith respect to Third Party Software and Client’s use of ThirdParty Software is at Client’s sole risk.
Disclaimer
10.4EXCEPT 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 EXPRESSLYDISCLAIMS ALL, OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANYWARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. WITHOUT LIMITATION OFTHE FOREGOING, MEDONE DOES NOT REPRESENT OR WARRANT THAT ACCESS TOTHE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR WILL BEUNINTERRUPTED, ERROR-FREE, OR SECURE. NO ADVICE, RESULTS ORINFORMATION OBTAINED BY CLIENT FROM MEDONE OR THROUGH ANY SERVICES,ANY DOCUMENTATION, OR THE COMMUNITY FORUM, WILL CREATE ANY WARRANTYNOT 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 WARRANTIESREGARDING THIRD PARTY SOFTWARE, AND THE ONLY REPRESENTATIONS,CONDITIONS AND WARRANTIES WITH RESPECT TO THIRD PARTY SOFTWARE ARETHOSE THAT ARE MADE BY THE APPLICABLE THIRD PARTY LICENSORS AND SETFORTH IN THE THIRD PARTY SOFTWARE TERMS.

‍
11.Indemnification Client Indemnification
11.1Clientwill defend MedOne from any third party claim, suit, action orproceeding, and will pay all relateddamages,costs, expenses, judgments, settlement amounts, and other liabilities(including reasonable attorney’s fees and costs) finally awardedagainst 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.

IfMedOne 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.

Notwithstandingthe 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’swritten approval, which approval will not be unreasonably withheld,delayed, or conditioned.

‍
AdditionalRemedies
11.2Ifthe Services are the subject of an infringement claim (or MedOnereasonably believes that such a claim islikely),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 Clientwill pay the Fees to MedOne.
12.2Unlessotherwise specified in the applicable Order, Client will make allpayments within thirty (30) days as oftheend of the month in which the invoice was furnished to Client.
12.3 Allother terms of payment shall be as set forth in the applicable Order.
Paymentand Taxes
12.4AnyClient-specific payment terms, including currency, dates and mannerof payment, interest rates on latepayment,and taxes, will be described in the applicable Order.
AdditionalFees
12.5MedOnemay charge Client additional Fees on a time and materials basis atMedOne’s then-current rates foranyof the following: (i) Re-establishment (whether following suspensionunder Section 14 or otherwise) or other assistance requested byClient outside the scope of
theapplicable Order; or (ii) provision of Support to Client if MedOnedetermines that Client’s request was not related to an Incident.
12.6 TheseFees will be invoiced to Client in the month following the month inwhich they accrue.
UnforeseenFee Increase
12.7Notwithstandinganything to the contrary in this Agreement, MedOne may increase theFees if there is amaterialincrease in the costs or charges incurred by MedOne for electricity,communication, or Third Party Software. MedOne will promptly notifyClient in writing of any such increase which will take effect on thelast day of the calendar month immediately following the date of thenotice. If Client does not agree to the increase, Client has theoption to terminate on thirty (30) days’ written notice theOrder(s) affected by the increase. This termination right may only beexercised by Client during the sixty (60) day period commencing fromthe date of the notice, and failure by Client to terminate duringsuch period will constitute acceptance by Client of the Fee increase.
OtherPayment Terms
12.8MedOnemay apply any payment received from Client under any Order towardsany amounts that Client owestoMedOne under this Agreement or otherwise.
12.9 Clientmay not withhold payment of any amount due to MedOne for any reason.
ServiceLevel Credits
12.10 ServiceLevel Credits will be applied towards Fees as described in thisSection.
Inorder to receive Service Level Credits for a Service Level Failureduring a particular calendar month, Client shall be obligated, within10 days from the end of said month, to submit a written claim toMedOne. MedOne shall confirm in writing to Client, within 21 daysfrom receipt of such written claim, whether Client's claim isapproved or rejected. If such claim is approved by MedOne, thenMedOne will apply the applicable Service Level Credits to Client’sinvoice for the following calendar month.
Allinvoices to which any Service Level Credit is to be applied by MedOneis called the “Service Level Credit Invoice”.
ServiceLevel Credits may only be redeemed against the applicable ServiceLevel Credit Invoice, and will not be redeemable against any otherinvoices unless otherwise agreed by MedOne in its sole discretion.Any Service Level Credits not requested or not redeemed by Client asset forth herein will automatically expire.

‍
13. Limitation of Liability
13.1NOTWITHSTANDING 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.

ALLTHE ABOVE LIMITATIONS OF LIABILITY ARE CUMULATIVE AND NOT PERINCIDENT.

‍
14.Suspension
14.1MedOnereserves the right to suspend or restrict Client’s or any User’saccess to and use of the Services if(collectively“ServiceSuspensions”):

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’ssystems 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.

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

15.Term and Termination Term

15.1The Agreement commences on the Effective Date of Client’s firstOrder and, unless terminated earlier, continues until the lastexpiration or termination date of any of Client’s Orders. Theinitial term of each Order will be stated in the Order. Subject tothe terms of the applicable Order, each Order with a MinimumCommitment Plan will automatically renew for an additional twelve(12) month period (each a “RenewalTerm”)upon expiration of the initial term or the then-current Renewal Term,unless either party provides written notice of termination at least90 days prior to the expiration date of the Order.

15.2Except with respect to Orders with Minimum Commitment Plans (as setforth under Section 15.1 above), either party may terminate thisAgreement or any or all Orders at any time, by a prior written noticeof thirty (30) days to the other party, for any reason or for noreason.

15.3Notwithstanding anything contained herein to the contrary, as long asthere are any Orders in force, the Agreement shall continue to remainin full force and shall apply to such Orders.

Terminationfor Cause

15.4Either party may terminate this Agreement (and all Orders) or anyindividual Order upon notice to the other party if the other partymaterially breaches any term or condition of this Agreement or anyOrder and fails to correct such breach within fifteen (15) daysfollowing 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 particularServices under an Order by notice to Client if continuing to providethe applicable Services to Client becomes infeasible as the result ofa Force Majeure Event.

15.5Without limiting the generality of the aforesaid in Section 15.4above, the Client hereby acknowledges that MedOne may terminate thisAgreement 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 itsagreement/s with its service provider/s will terminate.

15.6 Inaddition to the aforesaid, either party will be entitled to terminatethis 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.

Effectof Termination

15.7 Uponexpiration 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.

15.8Either party’s termination of this Agreement or any Order will bewithout prejudice to any other remedies that it may have at law orotherwise, and will not relieve either party of breaches occurringprior to the effective date of termination. The following Sections ofthese Terms will continue and survive after any expiration ortermination: 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

16.1If any term or provision hereof is determined to be illegal orinvalid for any reason whatsoever, such illegality or invalidity willnot affect the validity or legality of the remainder of these Terms.

GoverningLaw

16.2The 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 Anynotice, 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

16.4Neither party may assign, delegate or otherwise transfer, whethervoluntarily or involuntarily, by operation of law or otherwise, theAgreement or any of its rights or obligations under the Agreementwithout 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.

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

Rightto Reference

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

Waiver

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

remedythat it has or may have under the Agreement operate as a waiver ofany right or remedy.

Feedback

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

ForceMajeure

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

Relationshipof the Parties

16.10Nothing contained in the Agreement will be deemed or construed ascreating a joint venture, partnership, agency, employment, orfiduciary 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.

NoThird Party Beneficiaries

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

Changesto the Terms

16.12MedOne 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) whichinclude any such change are published on MedOne's website, then suchchange will be binding upon Client.

NoPresumptions

16.13If an ambiguity or question of interpretation arises the Agreementwill 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 theAgreement to Client.

EntireAgreement and Precedence

16.14TheAgreement is the entire agreement between the parties on the subjectmatter and supersedes any previousunderstandingor agreements. Except as otherwise provided with respect to updatingof certain terms by MedOne, no modifications, additions, oramendments to the Agreement will be effective unless set out inwriting referencing the Agreement and signed by a duly authorizedrepresentative of each party.

16.15Ifthere is any conflict or inconsistency between these Terms and theterms in any other document that formstheAgreement, 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 Headingsare inserted for reference purposes only and do not affect theinterpretation of these Terms.

16.17 Forthe purposes of interpreting these Terms (unless the contextotherwise 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.

‍

ExhibitA

*Termsused but not defined herein shall have the meaning ascribed to themin MedOne's terms of service document.

ServiceDescription

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 Receivingdocumentsfromcustomers is critical for every organization but is also a source ofconcern 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 usingproprietary 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.

‍

ExhibitB

Servicelevel agreement

Thisdocument specifies the level of service in connection with the cloudservices of MedOne, and provides a compensation mechanism betweenMedOne and its customers, in accordance with compliance with thelevels of service specified. Terms that have been used but that arenot defined in this document will have the meaning set forth in theterms of service document of the cloud services of MedOne (the “termsof service document”),unless stated otherwise.

Thatset forth in this document applies only to services supplied inIsrael, and does not apply to the optional services provided byMedOne.

Levelsof service

Thefollowing levels of service will apply to the cloud services ofMedOne, 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 ("themonitoring system"),and as implemented by it.

‍

Compensationfor the level of service -Definitions

Downtime −Regardingthe levels of service "network availability" and"availability of the servers and storagesystem,"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 theresponsedelay (as the case may be) in the said calendar month, calculated inaccordance with this section.

Responsedelay −Forevery emergency, the number of minutes of the response time exceedingthe first 30 minutesfromthe time at which the event was first reported.

Responsetime −Thenumber of minutes that have elapsed from the time at which thecustomer properly reportedanemergency 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 specificcalendarmonth (not including a failure that constitutes, or was caused by, an"exempt event").

Rateof compensation for the level of service −Fordeviation from the level of service, the rate specified for it inthe"rate of compensation" column.

Calculation

1.

Regardingthe levels of service "network availability," "replyand response time," and "latency time," when a failureoccurred in the level of service during a specific calendar month andthe customer is entitled to compensation for the deviation from thelevel of service, the sum of the compensation will be equal to:

1. 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:
   

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.
   

Toremove all doubt, in calculation of the compensation, only the actualpayments of the customer for use, in the said calendar month, of thesaid 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:
   

oTherate of compensation for the level of service, matched to theduration of the said failure in thelevelof service, as set forth in the following table, multiplied by:

o Thesum of the actual payment of the customer for use, in the saidcalendar month, of a specificserverin a cloud regarding which there was down time, as this payment wascalculated by MedOne, basedon the appropriate usage reports.

Toremove all doubt, in calculation of the compensation, only the actualpayments of the customer for use, in the said calendar month, of thesaid specific server in a cloud for which there was the down time, asthese payments were calculated by MedOne, based on the appropriateusage 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:
   

oTherate of compensation for the level of service, matched to theduration of the said failure in thelevelof service, as set forth in the following table, multiplied by:

oThesum of the actual payment of the customer for use in the saidcalendar month with the backupofa specific server in a cloud regarding which there was unavailabilityof cloud backup, as this payment was calculated by MedOne, based onthe appropriate usage reports.

Toremove all doubt, in calculation of the compensation, only the actualpayments of the customer for use in the said calendar month forbackup of the said specific server in a cloud for which there wasunavailability of cloud backup, as these payments were calculated byMedOne, based on the appropriate usage reports, will be taken intoaccount.

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 eventof 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 hereby 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.

‍

Therates of compensation for deviation from the level of service

Methodof measurement

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

Compensationexploitation

Thecompensation exploitation mechanism regarding the sums for paymentappears in the terms of service document.

‍Exemptevent

Withoutlimitation to that set forth in this document and in the terms ofservice 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 anysimilar 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 becounted against the performance of MedOne, against any level ofservice, or that constitutes a failure to the level of service.

Anexempteventmeans 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.

‍

ExhibitC

*Termsused but not defined herein shall have the meaning ascribed to themin MedOne's terms of service document.

AcceptableUse Policy

1. Acceptable use of Services
   

1.1ThisAcceptable Use Policy (“AUP”)describes how you must use and what you cannotdowith the cloudcomputingservices we provide to you based on our Cloud Platforms (“Services”).

1.2Youare solely responsible for: (i) the content, materials and data thatyou create outside the Cloud Platformandupload 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 theCloud Platform (together “ClientContent”).

1.3ThisAUP applies to all uses of any MedOne platforms or Services,including use resulting from or involvingClientContent.

1.4Youwill comply with all applicable laws and regulations when using theServices and will not allow any illegalorimproper use of the Services.

2.Changes to AUP

2.1Wemay change this AUP from time to time by posting the updated versionof this AUP to our website. If youdonot agree with the change you must stop using the Services. If youcontinue to use the Services following a change to this AUP you willbe deemed to have accepted the change.

3.AUP applies to all Users

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

4.Usage Limits

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

4.2 Youmay not circumvent any limits that we place on your use of theServices.

5.Email and Spam

5.1You may not use the Services to distribute email, instant messages,text messages or other communications in an unacceptable or illegalmanner. 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.

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

6.Security

6.1 Youmay 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 Youmay not avoid any limitations we place on your use of the Services.

7. Abuse and Illegal Behaviour

7.1You 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

8.1Wereserve the right at any time and without notice to investigate anysuspected breach of this AUP or misuseofour Services.

8.2Wemay block access to Client Content or remove it from the Services ifwe have reasonable grounds to suspectthatit breaches this AUP.

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

9.Suspension or Termination

9.1Ifyou breach this AUP or misuse the Services or allow others to do so,we may suspend or terminate your useofthe Services.

9.2Ifwe decide that the breach can be remedied without suspending youraccess to the Services, we will requestyouto remedy the breach within the time period that we specify. If thebreach is not remedied within that time period, we reserve the rightto suspend your access to the Services.

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

10.Reporting Breaches

Youwill immediately notify us if you become aware of any breach of thisAUP and assist us to investigate or remedy the breach

‍

‍