Terms of Service

Last updated: October 2023

Obol Ltd. ("Obol", "us", "our", or "we"), a company incorporated in the State of Israel with Company No. 516466653, has developed a web platform that enables finance teams to consolidate an organization’s banking and accounting matters, to perform cash flow management and additional services as further detailed below, available to you through this website ("Platform"). These Terms of Service ("Terms") govern your access and use of the Platform and services available thereon (together with the Platform, the "Services"). Our Privacy Notice, available at www.obol.app/privacy-notice ("Privacy Notice") governs our collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Notice). "You" means an individual using the Services.

Please read these Terms carefully. By clicking on the button marked "I agree" you assent to these Terms and the Privacy Notice. We may change these Terms from time to time and by continuing to use the Services following any changes, you agree to the amended Terms. If you do not agree to any of these Terms, please do not click the button marked "I agree" and do not use the Services.

If you are registering on behalf of any entity or company ("Customer"), you represent that you are authorized to enter into, and bind the Customer to these Terms and register for the Services.

In the event of a conflict between these Terms and a price quotation / offer and/or non-disclosure agreement and/or any other engagement agreement we have executed with the applicable Customer ("Service Agreement") separately prior to entering into these Terms, the provisions of such Service Agreement, as applicable, shall prevail.

Use of Services

1.1. Subject to these Terms and the Service Agreement (as applicable), Obol allows you to access and use the Services on a non-exclusive basis for the Customer's internal business purposes. The Services allow you to: (i) upload and review Customer’s financial history and current financials, manage Customer’s cash flow, and generate certain assessments based on uploaded data; (ii) enter cash flow data in different currencies, which may be converted via a third-party provided exchange rate, embedded within the Platform, updated on an hourly basis. You acknowledge that these estimates may not reflect the most current currency exchange rates and do not represent a forecast or account for any future exchange rates. Obol provides no guarantees or warranties and disclaims any liability with respect to such exchange rates.

1.2. As part of the Services, Obol will implement the Platform for Customer within a reasonable timeframe and offer Customer training and support services. Up to 20 (twenty) hours of training and tutorial services will be provided at a price of US$ 150 per hour, subject to prior coordination with Obol. Obol will provide support services as set forth in Exhibit A, attached hereto. To the extent Customer requests any customizations with respect to the Services, the same shall be priced and charged under separate terms.

1.3. Use of and access to the Services is void where prohibited by law. You represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years old, and have the ability to form a binding contract; (d) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; and (e) you shall comply with applicable laws, regulations, and these Terms throughout your use of the Services. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you and the Customer. The right to access the Services is revoked where these Terms or use of the Services is prohibited.

2. Account Registration

2.1. In order to use the Services, you will need to have a registered account, which shall be created by a username assigned to you and a password of your choice. To complete the registration process, you must provide all (additional) registration information that we request. We may indicate that the provision of some information is optional, but your agreement to provide such information may assist us in providing you with improved Services.

2.2. Subject to applicable law, Obol may refuse to open an account for any individual or entity at its sole discretion and/or limit the number of users a Customer may register, at its sole discretion.

2.3. You agree to notify us immediately of any unauthorized use of your account. You are solely responsible for the security of your device and all activity on your account, even if such activities were not committed by you. To the fullest extent permitted by applicable law, Obol will not be liable for any losses or damage arising from unauthorized use of your account. We do not police for and cannot guarantee that we will learn of or prevent any inappropriate use of the Services.

3. Termination of Account

3.1. Obol may suspend or terminate your account at any time by providing three (3) days' prior notice. In addition, Obol may suspend or terminate your account with immediate effect and may take any other corrective action it deems appropriate upon occurrence of any of the following events: (i) violation of the letter or spirit of these Terms, (ii) behavior that is fraudulent, harassing, abusive, illegal or harmful to other users, third parties, or the business interests of Obol. If your account is terminated, you may not rejoin Obol without permission. Obol may modify or discontinue the Services for all users at any time. Upon termination of your account, you shall not have any further access to any of the Services and/or content or materials that may be available to you through your account.

3.2. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will cooperate with any law enforcement authorities or court order directing or requesting that we disclose the identity, behavior, or User Content (as defined below) of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.  

3.3. You may request termination of your account at any time by sending an email to support@obol.app. Following such request, we shall close your account as soon as reasonably practicable. Suspension or termination of your account shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, and limitation of liability), which by their sense and context are intended to survive such suspension or termination.

4. Term and Fees

4.1. You agree to pay Obol the fees as set forth in the Service Agreement. Unless otherwise stated in the Service Agreement, the term of these terms shall be 12 months, and payments are to be made on a monthly basis, in advance of the applicable month. It is clarified that you will not be eligible for a refund in respect of any month paid in advance. All payments hereunder shall be made in accordance with the payment options as described in the Service Agreement and corresponding invoice provided by Obol to the Customer.

4.2. Where applicable, taxes (including VAT) may also be charged. Except as expressly provided in these Terms, fees are non-refundable.

5. Content

5.1. Certain types of content may be made available through the Services. "Content" as used in these Terms means, collectively, all content on or made available through the Services, including any images, photos, pictures, videos, graphs, charts or articles, and any modifications or derivatives of the foregoing.

5.2. OBOL DOES NOT ENDORSE ANY CONTENT OR ANY OPINION, RECOMMENDATION, ASSESSMENT OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT. OBOL DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS) THAT ARE NOT SOLELY DUE TO OBOL'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.

6. User Content

6.1. Obol allows you and other users to provide certain types of content through the Services, including, but not limited to, images,  reports, financial statements, receipts, invoices, transactions, files, comments, feedback, and any modifications or derivatives of the foregoing ("User Content").

6.2. You understand that Obol is not responsible for the accuracy, usefulness, safety, appropriateness, or infringement of any intellectual property rights of or relating to the User Content. Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.

6.3. OBOL DOES NOT ENDORSE ANY USER CONTENT OR ANY OPINION, RECOMMENDATION, ASSESSMENT OR ADVICE EXPRESSED IN ANY USER CONTENT AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ALL LIABILITY IN CONNECTION WITH USER CONTENT. OBOL DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF USERS (INCLUDING UNAUTHORIZED USERS) THAT ARE NOT SOLELY DUE TO OBOL'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.

7. User Content Restrictions

7.1. Obol has no obligation to accept, display, or maintain any User Content. Moreover, Obol reserves the right to remove and permanently delete any User Content uploaded by you without notice if such User Content is suspected to be infringing or in the event of termination of the applicable account. You are and shall remain fully and solely responsible for any User Content that you provide. You represent and warrant that any User Content that you provide complies with applicable law and that you have all necessary rights, licenses, consents, and authorities required to provide such User Content.

7.2. Without limiting the above, you agree that you will not transmit, submit or upload any User Content or act in any way that: (i) violates the legal rights of others; (ii) infringes the intellectual property, moral, publicity, privacy, or other rights of any third party; (iii) is (or you reasonably believe or should reasonably believe to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity; (iv) does not comply with all applicable laws, rules and regulations; (v) contains material we determine to be offensive, including that which promotes, hate, violence, or discrimination; (vi) constitutes a harassment or threat; (vii) contains obscene material; and/or (viii) contains any virus, worm, trojan horse, or other harmful or disruptive component.

7.3. Obol may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that Obol reserves the right to treat User Content as content stored at the direction of users for which Obol will not exercise editorial control except when violations are directly brought to Obol's attention.

8. Use Restrictions.

‍You may not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide the Services without our prior written authorization, including framing or mirroring any part of the Services; (2) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any User Content or other content available through the Services; (3) use the Services or content thereon in connection with any personal or commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services; (5) use or access another user's account without permission; (6) disable, prevent, disrupt or interfere in any manner with the operation of the Services; (7) use the Services or content thereon in any manner not permitted by these Terms or applicable law, including all applicable export laws and regulations to (re)export the Services and/or any related materials in violation of such laws.

9. Intellectual Property

9.1. Obol or its licensors, as the case may be, have all right, title, and interest in the Services, and any content thereon (excluding User Content), including its overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights, the trademarks, service marks, and logos contained therein, whether registered or unregistered. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter, download, post, broadcast, transmit or otherwise use the content of the Services for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in the Services. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms or the Services should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Obol or any third party. If you provide Obol with any feedback regarding the Services, Obol may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.

9.2. You have all right, title, and interest in the User Content you provide. By submitting or uploading any User Content, you grant Obol a non-exclusive, royalty-free right to use, copy, distribute, transmit, modify, prepare derivative works of and/or, alter, and/or decompile such User Content for the purpose of provision of the Services and/or improving the Services, developing new services, and creating statistics and analytics based on aggregated de-identified data which will not be traceable to any individual or entity.

10. Copyright

10.1. Obol's policy is not to infringe upon or violate the intellectual property rights or other rights of any third party. Obol will refuse to use and remove any User Content provided

that infringes the rights of any third party. Under the Digital Millennium Copyright Act of 1998 ("DMCA"), Obol will remove any User Content if properly notified that such material infringes third party rights and may do so at its sole discretion and at any time, without prior notice to users. Obol's policy is to terminate the accounts of repeat infringers in appropriate circumstances.

10.2. You are in the best position to judge whether User Content is in violation of intellectual property or personal rights of any third party. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with User Content.

10.3. If you believe that something appearing on the Services infringes your copyright, you may send us a notice requesting that we remove or block access to it. If you believe that such a notice has been wrongly filed against you, the DMCA allows you to send us a counter-notice. Notices and counter-notices must meet the DMCA's requirements. We suggest consulting with your legal advisor before filing a notice or counter-notice. Note that there can be substantial penalties for false claims. Notices and counternotices can be sent to us at support@obol.app.

11. Confidential Information.

Either party (“Disclosing Party”) may disclose to the other party (“Receiving Party”)  certain non-public, confidential or proprietary information of the Disclosing Party, including User Content ("Confidential Information"), but shall not include information that: (a) was rightfully in the Receiving Party's possession or in the public domain free of any obligation of confidence at or subsequent to the time the Confidential Information was shared with the Receiving Party by the Disclosing Party; (b) was independently developed by the Receiving Party without use of any Confidential Information; (c) was received from any third party without restrictions, or (d) is publicly and generally available, free of confidentiality restrictions. For the avoidance of doubt: the terms of this Agreement and any information regarding the Platform and/or Services, including, without limitation, the results of any benchmarking, testing or evaluation of the Platform and/or Services shall be considered Obol’s Confidential Information. The Receiving Party shall restrict disclosure of Confidential Information of the Disclosing Party to those of its employees and/or independent contractors and/or any third parties on its behalf, with a reasonable need to know such information for the purpose of using and maintaining the Platform and/or Services, and any other purpose in accordance with these Terms and the Service Agreement, if applicable. Except as permitted herein, the Receiving Party agrees to keep confidential and not use, disseminate, or in any way disclose the Confidential Information except for purposes of providing or receiving the Services or in furtherance of the relationship of the parties hereunder or as otherwise set forth herein and all subject to applicable law. The Receiving Party shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information but in any event with a reasonable degree of care. The Receiving Party's obligations hereunder do not apply to any Confidential Information that is required to be disclosed by court order or law, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement, to the fullest extent permitted by such order or applicable law. A disclosure of any Confidential Information by the Receiving Party in response to a law, regulation, governmental or judicial order will not be considered to be a breach of these Terms. The confidentiality obligations hereunder will survive termination of these Terms for a term of 10 (ten) years thereafter and/or termination or expiration of the Service Agreement for any reason; provided that the obligations with respect to trade secrets shall survive for as long as the applicable Confidential Information constitutes a trade secret under applicable law. Following the termination or expiration of the Service Agreement, Receiving Party shall, at Disclosing Party’s discretion, return or destroy any Confidential Information in its possession or control; provided that: (i) one copy of any information may be maintained for audit and/or regulatory purposes in accordance with applicable law, and (ii) Receiving Party will not be required to destroy or return information that is contained on back-up media and other storage devices that are not readily accessible in the ordinary course of business; and such retained information shall continue to be subject to the foregoing obligations, for as long as such information is in Receiving Party’s possession or control.

12. Disclaimers and Disclaimer of Warranty

12.1. All information, content, assessments or recommendations on the Platform is for informational purposes only and Obol provides no guarantees with respect thereto. Your use of the Services is at your sole discretion and risk. The Services and content thereon are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. We do not represent or warrant that Services will be of good quality or useful for your needs.

12.2. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES OR ANY CONTENT, ASSESSMENT OR RECOMMENDATIONS THEREON, INCLUDING WITHOUT LIMITATION ANY WARRANTIES

OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICES; (II) THAT THE SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (III) REGARDING THE ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED.

12.3. No advice, assessment, recommendations or information, whether oral or written, obtained by you from us, shall create any warranty that is not expressly stated in these Terms. Nothing in these Terms and/or the Service shall constitute or be interpreted as providing you with any financial advice. If you choose to rely on such information, assessment, or recommendation, you do so solely at your own risk. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

12.4. You acknowledge and agree that Obol is not a data retention service. You therefore must create backups of your data, and Obol shall have no responsibility or liability in respect of any loss of, damage to, or corruption of any such data.

13. Limitation of Liability

13.1. Without derogating from any of the above, we assume no responsibility for any error, interruption, defect, or delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any materials or Services. We are not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer systems or equipment, servers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. We shall not be responsible for any loss or damage, including personal injury or death, resulting from the conduct of any users of the Services. In addition, we assume no responsibility for any assessments or recommendations provided or any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Obol, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.  

13.2. IN NO EVENT SHALL OBOL, OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES,

ASSIGNEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION, ASSESSMENTS OR RECOMMENDATION

PROVIDED, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OBOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND IN NO EVENT SHALL OUR MAXIMUM CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE, IF APPLICABLE. IF YOU HAVE NOT MADE ANY PAYMENTS TO OBOL FOR THE USE OF THE SERVICES, THEN OBOL'S MAXIMUM LIABILITY TOWARD YOU SHALL NOT EXCEED $1,000.

14. Indemnification.

‍You agree to indemnify, defend, and hold harmless Obol, and its respective employees, directors, officers, subcontractors and agents from and against any and all claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs, attorneys’ fees, and any administrative and/or criminal fines) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your account and/or device and/or password (whether authorized or unauthorized); (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) Services; (c) your violation of any law or regulation or any of your obligations, representations, or warranties hereunder including but not limited to breach of any privacy and/or data protection laws and regulations to which you are subject; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under applicable law. You may not settle or compromise such suit without our prior written consent. We may be represented in any such suit by counsel of our own choosing at our own expense.

15. Third-Party Content

The Platform may provide you with third-party links to websites, applications, and services. We make no promises regarding any content, goods or services provided by such third parties and all use of third-party websites and applications is at your own risk. Additionally, we do not accept responsibility for any payments processed or submitted through third-party websites and applications or for the privacy policies of such third parties. We do not endorse any products offered by third parties and we urge our users to exercise caution in using third-party websites or applications.

16. Notices

Any required notices pursuant to these Terms may be sent by registered mail or email transmission (with electronic confirmation of delivery) to the addresses of the parties hereto set out herein or provided upon registration, as applicable, and any such notice shall be deemed to have been received one (1) business day after delivery by courier, four (4) business days after delivery by registered mail and one (1) business day after email transmission and written confirmation receipt of such transmission.

17. Miscellaneous.

‍These Terms shall be governed solely by the laws of the State of Israel, and without regard to the United Nations Convention on the International Sales of Goods and the competent courts in the State of Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Obol or enables you to act on behalf of Obol. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us and you relating thereto are hereby canceled. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

‍Exhibit A

Support Services

This Exhibit sets forth the details regarding the technical support services that Obol will provide with respect to the Platform and Services ("Support Services"), and constitutes an integral and indivisible part of the Terms of Service to which it is attached ("Terms"). Any capitalized terms not defined herein shall be interpreted according to the meaning ascribed in the Terms.

1. Support Services will be provided via telephone at +972-54-2000126 or via email at support@obol.app. When contacting support, as much information about the issue should be provided, including the provision of screenshots or videos, as applicable.
2. Standard support will be provided on Sunday – Thursday, excluding holidays, the eves of holidays, and other national holidays in Israel ("Business Days") during the hours 9:00 - 17:00 ("Business Hours").
3. In the event a defect, bug, or other service-affecting issue is reported by Customer, the issue will be categorized by Obol according to the criteria below. Each incident will be resolved in accordance with the table below.

In addition to the above, Obol commits to maintaining a Service Level Agreement (SLA) of 99% uptime for the Platform, exclusive of scheduled maintenance periods, to ensure dependable and consistent access to the services. This SLA commitment forms a fundamental part of the Support Services under these Terms.

Description

Minor Issue: A partial, non-critical loss of use of the Platform.

Medium Issue: Major functionalities of the Platform are impacted, or significant performance degradation of the Platform is experienced, however, operations can continue in a restricted fashion.

Critical Issue: The Platform is completely down or unavailable. Critical Issues may require Customer to have dedicated resources available to work on the issue on an ongoing basis with Obol.

Response Time

Minor Issue: Obol shall respond and acknowledge receipt of the issue report within forty-eight (48) hours during Business Hours. Obol will implement reasonable commercial efforts to reach full resolution within ten (10) Business Days, which may be extended by Obol by providing notice to Customer thereof.

Medium Issue: Obol shall respond and acknowledge receipt of the issue report within twenty-four (24) hours on during Business Hours. Obol will implement reasonable commercial efforts to reach full resolution within five (5) Business Days.

Critical Issue: Obol shall respond and acknowledge receipt of the issue report within twelve (12) hours during Business Hours. Obol will implement reasonable commercial efforts to reach full resolution within two (2) Business Days.