WEBSITE TERMS AND CONDITIONS OF USE

1.INTRODICTION

1.1 The website http://www.procomzo.com (the “Website”) is operated by PROCOMZO Ltd (“The Site Operator” or “Operator”). You can contact the operator by the details that are attached at the end of the website teams and conditions of use.

1.2 These Terms of Use govern your use of the website, please read these Terms of Use carefully, since any usage of the Website, including but not limited, browsing, viewing, using the content of the Website, contacting other Users, usage of the Trading Center, indicates your consent and permission to all provisions of these Terms of Use. If you do not agree with one of the terms of the agreement, you must not use this Website or any of the information therein.

1.3 These Terms of Use constitute a contract between any person and/or entity accessing this Website and/or using its services, and the Operator, including all its terms, clauses and links therein. Any use of the Website, its contents and the site codes is subject to the following conditions, including remote usage by assistive technology, including mobile browsing, RSS or any other technological means.

1.4 The Website operates a notice and takedown mechanisms, by which Users can contact the Operator, using the contact details listed at the end of the Terms of Use and report the abuse, including but not limited to infringement of third parties` rights.

1.5 It is hereby clarified that in accordance to the procedure of “notice and takedown”, as accepted at the relevant case law in Israel, with the removal of the alleged offensive content, all responsibility is hereby removed from the Operator and/or any of its representatives for any direct and/or indirect damage caused by third parties` publications. It is hereby clarified that the Operator has no possibility to monitor and track the Website activity 24/7, including every elements, contents, messages and/or information, and therefore the Operator cannot and does not guarantee that any abusive or violating information shall not be published or will appear the site at any given time.

1.6 The Operator shall verify that the Website shall response as soon as possible to any removal application, subject to the application date (day and hour).

2. DEFINITIONS

2.1 “Terms of Use” – this agreement between the User and the Operator, as well as the privacy policy directed to the user under this Agreement.

2.2 “Contents” – any content that appears on the site, including, but not limited to, texts, images, animations, source codes, designs, graphic elements, interactive elements;

2.3 “User” – any person who browses the Website or its content.

2.4 “Publisher” – any person and/or entity his name orits business name displayed on the Website for the promoting himself or its business, including for providing advice, whether paid or unpaid

2.5 For convenience to read users and advertisers together: “User” or “Users”.

3. CHANGES AND UPDATES

3.1 The Operator reserves the exclusive right to change, modify or discontinue the services provided through this Website (in whole or in part), without notice. Without derogating from the aforementioned, in the event of termination of services provided as part of the Website, the Operator, or its representative, shall not be liable to the User or to any third party for damage and /or loss of any kind.

3.2 Operator reserves the right to change the Term of Use from time to time, in its sole discretion and without notice. The updated version of the Terms of Use shall appear on this page and the latest wording of the Terms of Use shall govern. It is the responsibility of the User to be updated periodically with the Terms of Use and act in accordingly.

4. USE OF THE SITE

4.1 Browsing the Website is free.

4.2 You must be at least 18 years of age to use this Website. By using this Website (and by agreeing to these Terms of Use) you warrant and represent that you are at least 18 years of age.

4.3 The use of this Website is for the purpose of sharing and enhancing professional knowledge, including but not limited to, between professionals and/or experts in similar professions/fields of interest and/ or cross-domain areas of trade information services, marketing and advertising conferences and professional events, dissemination of professional surveys, blogs of experts and other services as updated from time to time in the Terms of Use.

4.4 Without limiting the foregoing, Users may use the Website and/or its content solely for sharing and receiving information, searching and finding professional information/experts, receive and share recommendations, consultation and mutual professional enhancement with other Users, distribution of surveys, publication or acceptance of works / projects offers etc.

4.5 The use of this Website is offered subject to the Users’ agreement to all provisions of the Terms of Use. The site is proposed (AS-IS), and is subject to changes at the sole discretion of the operator, from time to time and without notice, as aforementioned.

4.6 By browsing the Website, the User agrees that the Operator shall use “cookies” files (cookies) for the purposes of collecting reasonable statistical business information, which the Operator deems appropriate in connection with the behavior and interests of the User and for the benefit of adaptation and promotion of relevant content to other Users of this site, including but not limited, to job opportunities, trading center projects, marketing content, advertising and sales promotion.

4.7 By browsing the Website, the User agrees that the Operator and/or its representatives shall utilize the information that shall be provided by the User, inter alia, but not limited to, as mentioned in section 4.6, for delivering updates, announcements, publications, marketing, etc., by electronic media and/or otherwise (including, but not limited to, SMS, MMS, WAP, e-mail etc.) as well as any other use determined

4.8 by the Operator, whether for fee and/or free of charge. At any time, the User can notify the Operator via e-mail to: info@procomzo.com regarding his wish to be removed from the mailing list. Information required to the Operator for its business – including documentation of commercial and other activities carried out by the user of the Website – will be kept by the Operates according to the law, but no longer will be used for the purpose of contacting the User. By browsing the Website, the User agrees that according to their sole discretion, the Operator/Website are allowed to make any use of the Users` IQ scoring, and inter alia, display the IQ scoring on the Website and other sites with whom the Website and/or the Operator are or will be found in future cooperation. Also the Website and/or Operator may, in their sole discretion, perform any technical and/or other action on the IQ scores required to realize the purpose of the Website, enabling the Website, profitability of the Website, public relations and/or any other action without notice.

4.9 It is hereby clarified and emphasized:

4.9.1 The information published in this Website is primarily for the purposes of sharing knowledge among Users and does not constitute, in any case, advice of any kind by the Operator and/or its representatives, regardless of the identity of the User and/or the advertiser, even if the advertising is envisaged as advice and/or published by an entity purporting to be professional.

4.9.2 The information published in this Website is not a substitute for professional opinion and its main purpose, except as described below regarding the Trading Center, is to provide, share and exchange information. Implementation of the recommendations according to the information provided on the Website is the sole responsibility of the Users. The Website and the Operator hold no responsibility for the information published or its nature.

4.9.3 Trading Center – the Operator may also make available to the Website users` a Trading Center platform, where Users can post jobs/projects offers and contact with other Users on the Website who will be interested to present themselves to provide the requested service.

4.9.4 It is hereby declared that the Users` choice to use any of the services that are offered by other Users, such as work/project as publ ished in the Trading Center, shall be the sole responsibility of User. It is hereby clarified and emphasized that the Website and/or the Operator does not bear any liability, including but not limited to payment arrangements between Users, quality of work/project and/or liability for any damages whatsoever, pecuniary and non-pecuniary damage, arising from an agreement between Users, as stated.

4.9.5 Users declare that they will not harm the security and/or integrity of the Operator and/or the Website`s systems, including heavy loading or burdening the Operator`s services in any way.

4.9.6 It shall be clarified that all the information provided and published on the Website, including but not limited to, images, documents, links and references to information and/or to third party websites, text, etc. is information that appears and published on the Website by advertisers and/or Users and on their sole discretion only and the Operator is not responsible for and does not control the information and the responsibility for such information is of the advertisers and/or Users only.

5. SUBSCRIPTION

5.1 The use of the Website shall be possible only by registering and creating an account.

5.2 It is hereby clarified that the registration is a prerequisite for continued engagement on the Website.

5.3 It is hereby clarified and emphasized that on its sole discretion, the Operator may confirm or reject registration request of new Users and/or to refuse to connect existing Users of the Website, and/or delete existing Users and prevent them from continued use of the Website.

6. INTERCTIVE SERVICES

6.1 The Operator may provide discussion group services (“Forums”), Trading Center platform, allow Users to publish blogs and enable communication services (chats) directly between Users (“Services”).

6.2 For the avoidance of doubt, the Operator is not obligated to activate these Services and shall be entitled to enable or limit the use of these Services, in whole or in part, to all or some Users, for any reason. In addition, the Operator may exclude Users from using the Services for any or unlimited period, as it sees fit and without any prior notice.

6.3 Regarding forums and Trading Center platform- the Operator may, but not obligated, to publish code of conducts which are particularly important in the Forums and the Trading Center. As these provisions contradict the Terms of Use, last prevail.

7. USERS CONTENT

7.1 It is hereby clarified that the contents introduced to the Website, including interactive services, by the Users and/or advertisers – whether questions, answers, comments, indications from different types, talkback, adds, words, pictures, video and audio content (voice), software, combination of video and audio content, design, advertisements, links to information/websites of third parties etc. in any form exists and/or shall exist in the future (the “Users Content”) –are published in the Website on the sole responsibility of Users.

7.2 Users acknowledge that the contents published on the Website are owned by and on the sole responsibility of the Users who published or provided by them to the Operator, in purpose of uploading to the Website.

7.3 As for User Content set forth in Section 7.1 above, Users undertakes:

7.3.1 Not to upload any content in which they do not have all the rights and/or consents required for publishing in the Website and it’s the sole responsibility of the Users to verify that the upload and/or usage of such content are not in violation of any law.

7.3.2 Not to upload and/or incorporate in the Services any content that is abusive, libelous, pornographic, racist, or may offend and/or the rights of any person and / or entity whatsoever.

7.4 All right (if any) in Users Content (inter alia intellectual property rights of any kind) belongs to the User who uploaded the content to the Website (in accordance with these Terms of Use and conditions stated). The usage of Users Content by other Users requires permission in advance and in writing. Using Users Content without obtaining such approval is, inter alia, a violation of the Copyright Act Regulations-2007 (“Copyright Act”).

7.5 Notwithstanding the foregoing, uploading content to the Website constitutes an irrevocable and prior waiver and consent of each User that as long as the Website is active, the User grants the Operator an unlimited license to make any use that seems relevant in the same content, as detailed below, when the use is not entitle the User to any payment, and would not be considered as a violation of this Terms of Use and/or a violation of the copyright law or any other law, and in any case the User dismissed the Operator and/or any of its representatives from any claims and/or rights and undertakes to compensate the Operator and/or its representatives for any direct or indirect damages if the content uploaded by him infringes the rights of any third party.

7.6 The Website may make any use of Users Contents described in these Terms of use, inter alia, the following uses: displays Users Contents on the Website and other sites with whom the Website and/or the Operator are or shall be found in future cooperation.

7.7 The Operator may, in its sole discretion, perform any technical and/or otherwise required performance in Users Content in order to realize the aims of the Website, enabling the use of the Website, maximization of profits and/or any other actions, including the presentation of Users Content on the Website and/or on other websites and in order to exercise the privileges set forth in this section (including, inter alia, recording, copying, storage, conversion and transmission).

7.8 The Website and/or the Operator may use the Users Content for public relations and/or the maximization of profits by any other means without any prior notice.

7.9 In addition to the above, the Website and/or the Operator may use Users Content for other uses, according to their sole discretion.

7.10 Users Content may be visible to anyone, even if the content is uploaded in a discreet manner and might be open for other Users besides the User who uploaded the content to the Website. Users agree that there shall be no claim and/or legal demand or other requirement towards the Operator in this regard.

7.11 Users undertake to indemnify and compensate the Operators for any action, claim or demand filed against them in connection with uploaded content on the Website.

7.12 It is hereby clarified that in any case where Users Content added to the Website, and Users believe it does not fit with the requirements of the law or the nature of the Website, Users may contact the Operator by the information details noted at the bottom of this Terms of Use.

8. RESPONSIBILITY FOR USERS CONTENT

8.1 Users may upload any content, provided it meets the conditions set out in these Terms of Use, is not abusive and is reasonable or customary in the field of online content.

8.2 Users are not permitted to upload any content that does not comply with legal requirements and/or conditions and/or impairing the right of any third party and/or constitutes “Shaming”.

8.3 The Operator and/or its representatives shall not be liable in any way and/or mean to any direct and/or indirect loss, damage, (including bodily injury), including direct and/or indirect expenses, and the like, which may be caused to Users and/or any third party as a result of Users Content uploaded to the Website.

8.4 By uploading User Content to the Website, User agrees and gives the Operator and/or anyone on its behalf unlimited and free license to keep, copy, distribute, transmit, display, execute, publish, distribute publicly, make available to the public, reproduce, edit, translate, delete, create derivative works and change the design of User Content; as well as the authority to publish User name in connection with User Content; and the right to sublicense the use of User Content to any third party, all of the above is irrevocably, royalty-free, worldwide and perpetual. In this regards, Users agree and undertake not to take action against the Operator and/or its representative, of any kind whatsoever.

8.5 Operator may monitor and control Users Content, remove and delete it, but whether the Operator does so or not, it will not be sufficient to establish the responsibility and/or liability of the Operator in all the above and/or in relation to User Content and/or any outcome that may occur and/or shall occur as a result of reliance on, use and/or watching Users Content.

8.6 By uploading content to the Website, User is hereby declares that he is the owner of all the relevant rights (including, inter alia, intellectual property rights) of content uploaded by him, in order to meet these Terms of Use.

8.7 If certain content uploaded to the Website is considered as a violation of any right or law, of any kind, or violates a provision these Terms of Uses, including in cases where the Users had notify the Operator on the content in question, the Operator hereby disclaims any liability for the content posted, and any claim shall be directed to the User.

9. DELETING AND REMOVING USERS CONTENT

9.1 Without derogating from and/or prejudice the above and below, the Operator reserves the right to delete, edit, block, modify and remove Users Contents which seem, by its sole discretion, offensive and/or infringing (following a request of a third party or otherwise) and/or violate these Terms of Use and/or for any other reason.

9.2 The foregoing does not impose any liability on the Operator in connection with Users Content that has been removed and deleted from the Website and/or uploaded and/or modified and/or edited and/or blocked, even if it turns out that the Users Content that was removed, and/or not uploaded and/or modified and/or edited is not compromising or infringing.

9.3 The Operator is not required to update the Users before deleting the contents or provide any explanation for the deleting of the Users Content.

10. ROBOTS’ SCANNING (ROBOTS)

10.1 Robots’ Scanning (robots, crawlers, spiders) of the Website contents is allowed only for robots of search engines, and solely for the purpose of adding the Website to the search engines’ index. The use of robots for scanning the content of the Website is prohibited for any other purpose, including scanning by any authority which is not a search engine company. This prohibition applies to parent companies, subsidiaries and sister companies of the major search firms. For the avoidance of doubt, the search engine companies are not allowed to use the Website content for advertising or maximization of profits of any kind.

11. INTELLECTUAL PROPERTY

11.1 Unless otherwise stated, the Operator is the sole owner of the intellectual property rights in the Website and material on the website. Without derogating the above, that includes all components of the Website, including content, design, editing, titles, text, music, melody, audio elements and effects, images (except photos in which the copyrights belong to other parties), graphics, layout, design elements, links and source codes. For the avoidance of doubt, the use of the Website does not grant the User any right whatsoever.

11.2 It is explicitly forbidden to copy, add and/or distribute any part of the Website for any purpose and in any form, technological and otherwise. This includes copying, adding and distributing titles, text, music, melody, audio elements and effects, images, graphics, layout, design elements, links and source codes.

11.3 It is specifically prohibits the use of robots or other means, technological and non-technological, to copy, scan, or produce a partial or complete copy of the information provided in the Website.

11.4 It is expressly forbidden to alter the content or any part of the Website, to damage or otherwise change, or perform any act which might diminish the value of the protected content, including displaying any part of the content.

12. PUBLICATIONS, AND LINKS TO THIRD PARTY WEBSITES

12.1 All publications on the Website, as well as articles and/or links presented on the Website to third-party sites are provided for information purposes only and as-is. The Operator does not bear any responsibility to any third party website or content. In addition, the Operator has no responsibility that the other sites are available or secured as required. User who chooses to use the links to third party websites does soon it’s on responsibility, and he agrees and informs in advance that he does and shall not have any complaints against the Operator.

12.2 Without limiting the foregoing, the Operator does not guarantee that all links found on the Website will work and shall lead to an active website; the presence of a link on the Website does not indicate that the content of the linked site is reliable, complete or current, and the Operator shall have no liability in this regard. Without limiting the foregoing, the Operator is not liable for any direct or indirect damage caused to the User and/or the User property resulting from the use and/or reliance on the information and content appearing on sites the User reaches through the use or a link on the Website and/or for the use of or reliance on Information and content posted on the Website by third parties.

12.3 The Operator and/or the Website and/or their representatives are not responsible for any information or advertising material published on the Website or the content or reliability of any information or advertising material published on the Website by Users and/or advertisers. Advertising information or promotional materials are not to be considered as an endorsement or recommendation of the Operator for consumption and reliance on the products and/or services and/or information offered on the Website.

12.4 In the event that relying on any representation and/or purchasing any product or service, whether published and/or non-published on the Website, caused any damage, the Operator shall not be responsible for the damage and the User can approach and seek compensation from the advertiser of the product or service.

13. SECURITY

13.1 The Operator takes customary measures to maintain the security of its systems. The User agrees and declares that he does not have and shall have no any claims against the Operator in any event where the security of the Website was damaged, or any part of it.

13.2 In addition, the User represents and warrants that he shall not make any use that may harm the security or impair the Website systems, including heavy traffic on the Operator servers in any way.

14. RESPONSIBILITY

The User declares, acknowledges and agrees to the provisions of the following sections:

14.1 Reading, understanding, and agreeing with all of these Terms of Use.

14.2 The Operator is not liable for any damages of any kind, whether direct or indirect, that may result from the use of the Website and/or reliance on the content of the site and/or the information published in it (by user, advertiser or other party), services offered and/or as a result of the termination of the above.

14.3 The Operator shall not be liable for information posted on the Website and/or came to the attention of a third party through the Website and/or sent via the Website in any way.

14.4 The User hereby clarifies that he shall not have any claims against the Operator in respect of errors or incorrect information or information that is not updated which appeared on the Website, and/or for any damage caused as a result of reliance on the information contained therein.

14.5 Without limiting the foregoing, User agrees not to send to any third party through the Website any contents that violate any rights and/ or sexual or pornographic and/or prohibited by the provisions of any law and/or harassing, abusive, threatening or racist and/or any information that could mislead any third party and/or contrary to accepted norms of Internet usage and/or any computer program, application or computer code including viruses and/or Spyware program of any kind.

14.6 The User agrees that the Operator shall be entitled to take any action to protect the Website, its services and computer systems, all on its sole discretion, even if these actions may, due to technological difficulties, block or delay legitimate use of the Website.

14.7 The User is aware and agrees that there may be delays and/or failures and/or changes to the Website and/or browsing the Website due to external circumstances, which are independent of the Operator.

14.8 The Operator makes no representations regarding the compatibility, reliability, availability, functionality, lack of errors and accuracy of the Website and its contents, for any purpose, as well as for lack of viruses, other harmful components, or the absence of technical problems on the Website and/or the computer systems of the Operator.

14.9 The Operator shall not be liable for any damage and/or loss and/or destruction and/or expense caused by circumstances beyond its control, including, force major, fire, war, acts of sabotage, serious disruptions of public order, a shortage of supply of equipment essential to the system, act or omission of any communications provider or restrictions imposed by it, or by laws, regulations or government decrees, network, military or security limitations, measures to prevent fraud, unauthorized access by third parties (including “hackers”), or other events which are not controlled by the Operator.

14.10 The Operator does not guarantee that all links found on the Website will work and will lead to active websites. The presence of a link to a website does not indicate that the content of the linked site is reliable, complete or current, and the Operator has no responsibility in this regard. Without derogating the aforesaid, the Operator is not liable for any direct or indirect damage caused to the User and/or property resulting from the use and/or reliance on the information and content appearing on sites reachable through or from the use of or link on the Website and/or for the use of or reliance on the information and content published on the Website by third parties.

14.11 The User declares that he is aware that browsing the Website depends on factors that are not always under the control of the Operator, such as the availability and functionality of the Internet and other computer networks and terminal equipment. Therefore, the User can not have any claim and/or demand and/or legal requirement or otherwise with respect to the loss, expense, aggravation, damage (of any kind whatsoever, including, but not limited to bodily injury) or destruction, direct or indirect, for any error, malfunction, damage to the quality or failure to provide services, that is in the case the an error, malfunction or failure are caused, directly or indirectly, due to a malfunction, failure, etc. in technological factors beyond the control of the Operator.

14.12 The User shall compensate the Operator, its employees and/or representatives for any damage, loss, loss of profits, payment or expense they incur, including attorney’s fees and court costs, due to malicious and/or negligent use and/or damage the Website and/or due to violation of these Terms of Use by the User and/or by his representative.

14.13 Without derogating and/or limiting the foregoing, the Operator is entitled to stop immediately and without notice any usage of any User of the Website, if the User fails to meet these Terms of Use. In addition, the User will indemnify the Operator, its employees, directors, shareholders or representatives for any damage, loss, loss of profits, payment or expense they may incur, including but not limited to legal fees and court costs, due to violation of these Terms of Use.

14.14 In addition, the Operator reserves the right to cease the activity of the Website in any case of suspicious use of the Website, not for the purpose for which it is intended.

14.15 All the aforesaid in these Term of Use is intended to add to and not detract from and/or violates any immunity, protection, limitation and/or exemption from liability provided to the Operator and/or shall be provided in the future according to any law.

15. PRIVACY

15.1 The Website’s Privacy Policy is an integral part of the Terms of Use. It is the User responsibility to check and verify in advance the Terms of Use and Privacy Policy as a condition to any use of the Website.

15.2 The updated version of the Privacy Policy shall prevail, and may vary from time to time, at the sole discretion of the Operator, and without notice.

15.3 The User declares and agrees to act and behave in accordance with these Terms of Use and the Privacy Policy.

15.4 The User declares that the Operator is exempt from any claim regarding invasion of privacy, in the event the User make any use of any kind of information, whether information existing today shall be available in the future, which it uploaded to the Website by Users or collected by the Operator in connection with the operation of the Website.

15.5 User acknowledges that anonymous information published by him and/or by advertiser shall be exposed to the Operator’s management, including the name and/or other details about him.

16. THIRD-PARTY SITES AND WEB BEACONS

16.1 As part of the Website regular activity, it might be possible that certain components shall be provided by third parties. These components can be prominent elements or Web Beacons. It is hereby clarified and emphasized that as part of the Website activity, any such withdrawal of information from third party sites, information is transferred automatically from the user’s browser to the site of the third party. 16.2 This automatic information does not include personally identifiable information, but includes automatic data passing through the communication protocol of the Internet. This information is automatically transferred, and the Operator or the Website holds no responsibility regarding the information or any use of it by third parties. Although this information passes independently through the User, there may be situations in which the information passes automatically through the Operator’s servers, as part of normal browsing action. Also for this information or any use of it by third parties, the Operator or the Website shall bear no responsibility.

17. ADDITIONAL PROVISIONS FOR ADVERTISERS

17.1 In addition to these Terms of Use, and without detracting from them, the following provisions shall apply on advertisers who use the Website:

17.1.1 The advertiser is solely responsible for on-site releases. The Operator is not responsible for promotional materials and/or their content, the quality of recommended products and all the personal expression of the advertiser.

17.1.2 The advertiser warrants that the information published and uploaded on the Website shall be in accordance with the law, including and without derogating, to preclude from any infringement of copyright and/or any intellectual property rights.

18. GENERAL

18.1 In case of discrepancy and/or any inconsistency between the provisions of these Term of Use and other publications and/or presentations regarding the Operator and/or the Website, in writing or orally, from any kind and for any time whatsoever, the Term of Use shall prevail for all purposes.

18.2 Partition to sections and section headings is for convenience only and will not be used to interpretation.

18.3 This Agreement is subject to the laws of the State of Israel.

18.4 Competent courts in Tel Aviv shall have exclusive jurisdiction to hear any dispute unique stemming from regulations and / or relating to and / or relating to the terrorist and / or website.

18.5 For inquiries and queries please e-mail address info@procomzo.com