Welcome. Thank you for choosing to join our Services. These terms (hereinafter referred to as the “Terms” or the “Agreement”) regulate the use of the company’s services for the delivery of SMS/MMS/email Messages, according to the customer’s needs and for the recipients’ benefit (hereinafter referred to as the “Messages”). The services are operated by Simasti) Part of GeltSimple Ltd), a company organized and existing under the laws of the State of Israel (registration number 514555580), of Nahalat Yitzhak Street number 32, Tel Aviv-Yafo 6744824, Israel (hereinafter referred to as the “Company”).

These Terms constitute an integral and inseparable part of the Company’s services order form or price proposal (hereinafter referred to as the “Order Form” or the “Proposal”) signed or approved by the customer, who can be an individual, corporation, or legal entity as detailed in the Order Form/Proposal (hereinafter referred to as the “Customer(s)”). If the Customer is an individual, the use of the Services (as defined below) is allowed for Customers who are 18 years old or older.

Please carefully read the Terms as they constitute a binding Agreement and define the Customer’s rights and obligations regarding the use of the Services.

The Services:

The Company’s Services enable the Customer to send Messages on their behalf through the Company’s technological message-sending system to recipients who have Email addresses or who are subscribers of cellular operators or Bezeq (hereinafter referred to as the “System(s)” and the “Operator(s)”, respectively) with whom the Company has a contractual agreement for this purpose, as detailed and subject to these Terms and the Order Form/Proposal (hereinafter referred to as the “Services(s)”). For this purpose, the Customer shall connect to the System, in a manner and under conditions that will be provided to it by the Company and as detailed in these Terms and the Order Form/Proposal. The Customer’s connection to the System for using the Services will only be made after proper identification of the Customer in accordance with the law requirements and the Operators’ licenses, as detailed below in these Terms.

It is emphasized that the Company provides solely a technological platform that allows the Customer to send Messages to recipients on its behalf. The full and exclusive responsibility for sending the Messages, the Content of the Messages (as defined below), the timing and scope of their delivery, the recipient list to whom the Messages will be sent, and obtaining all required consents from the recipients for collecting their personal information and sending Messages to them, as required by law, solely rests with the Customer. Including, without derogating, the responsibility to ensure that the Customer complies with all legal requirements regarding Messages sent through the Services, and compliance with privacy laws, anti-spam laws, and consumer protection laws.

Additional information about the Services and its usage can be found within the System and in instructional documents that the Company may provide to the Customer from time to time regarding the use of the System. The Company has sole discretion to decide which Content and information will be presented in the System (excluding Customer’s Content), the duration of their display, their location, design, and any other related matters.

Connecting to the System requires an online connection of the Customer’s end devices to the internet. The connection costs, as mentioned, are subject to an Agreement between the Customer and their cellular communication services provider, and the fees applicable.

Services Limitations & Customer Obligations:

Customer confirms that it’s aware that the provision of the Services by the Company is dependent on the Services provided by Operators and other third parties to the Company. In any case, where communication between the Company and any of the Operators is interrupted, terminated, or canceled for any reason, this Agreement will be terminated in relation to the delivery of Messages to relevant Operator subscribers. The Customer shall have no claim, demand, or lawsuit against the Company in connection with this regard, except for the right to terminate the Agreement as detailed below.

The Customer confirms that it’s informed that the Operators bear no responsibility towards it or any other third party (such as its addressees) regarding the provision of the Services, including any malfunction or disruption in the operation of the Services, the System, or malfunctions in the System of the Operators or the cellular network of the Operators. The Operators serve solely as intermediaries for the purpose of transferring Messages on behalf of the Customer through the System, subject to the Terms of Agreements between the Operators and end-users (subscribers), the limitations of the end user’s devices, and the limitations of the Operators’ communication and computing networks.

The Customer confirms that the Messages transmitted to recipients through the Services will comply with all applicable laws, including the Content of the Messages, the identity of the recipients, the timing and frequency of the Messages, and in particular the provisions of the Protection of Privacy Law, 5741-1981, and the obligations imposed on the Customer by this law, including the registration and management of the Customer’s databases and the provisions of the law regarding direct mail and direct mailing services.

In addition, the Customer confirms that the provisions of Section 30A of the Telecommunications (Bezeq and Broadcasting) Law, 5742-1982 (hereinafter referred to as the “Spam Law”), are known to it, and it undertakes to fully comply with its provisions. The Customer is solely responsible for complying with these provisions. Furthermore, the Customer confirms that the Spam Law, among other things, prohibits sending Messages containing advertisements to recipients who have not given their prior written consent to the Customer, and therefore the Customer is obligated to ensure that the recipients to whom the Messages are sent through the Services have given the required consent according to the Spam Law.

Please note that the Spam Law stipulates that advertising Messages sent on behalf of the Customer must include the Customer’s name (referred to as the “sender” in the Spam Law), address, and contact information, as well as information about the recipient’s right to send a refusal message at any time and the methods for sending the refusal message. The Spam Law stipulates that any recipient is entitled at any time to withdraw their consent to receive advertising Messages by sending a refusal message. The Customer must enable the recipients, at their request, to withdraw their consent in writing (such as by letter) or by means of a replay message.

The provisions of the Terms are not intended to fulfill all the provisions of the Spam Law or any other applicable law, and they are intended to provide the Customer only with general background information about the main obligations imposed on it by this law so that it can prepare accordingly and avoid violating legal provisions when using the Services.

The Customer is solely responsible for obtaining the necessary consents required by law from the recipients for the purpose of sending Messages, including the consents required under the Spam Law. The Customer declares and confirms that it is authorized to send Messages through the System to the recipient lists provided to the Company. The Customer is obligated to keep full documentation of the explicit consent received from the Messages recipients sent through the System, as well as documentation of any recipient who revokes their consent to receive the Messages, and to promptly provide a copy of this documentation to the Company upon its first request. This obligation applies during the entire period of the Customer’s engagement with the Company, and even thereafter, in any case where a third party raises any claim or demand against the Company regarding the Customer’s Messages to its recipients. The Customer shall not send Messages through the Services to recipients who have not given their required consent and shall immediately cease sending Messages to recipients who have expressed their desire for the Customer to stop sending Messages to them.

The Customer undertakes to update the Company promptly and without delay regarding any recipient who has directly sent a refusal message to the Customer, provided that such recipient is included in the recipient list provided by the Customer to the Company prior to the receipt of the refusal message by the Customer. This is to allow the Company to update this information in the System.

The Customer acknowledges that a publisher (including its employees) who violates the provisions of the Spam Law may be subject to criminal prosecution and financial penalties. Violation of the Spam Law constitutes a civil wrong that may expose the Customer to significant compensation payments to the Messages recipients and may also give rise to a class-action lawsuit against the Customer.

The Customer shall be solely responsible for the delivery of the Messages, whether they are being sent through software, an interface, or any component installed by the Customer or provided to the Customer by the Company, and whether the delivery is performed by the Company or by anyone on its behalf, in accordance with the Customer’s instructions received by email, fax, telephone, or any other means.

The Operators are entitled, at their discretion, at any time, to disconnect, suspend, restrict, or limit the provision of cellular network services (including the Services covered by this Agreement) as a whole or to specific senders or recipients at the request of the Message recipient, during emergency periods, for essential maintenance or immediate deployment actions in the Operators’ system, in order to implement measures to prevent fraud, or for any other reason. The Operators may apply deviation mechanisms at their discretion that may change the rate of Messages transfer or limit the maximum number of Messages that the Company is authorized to send or receive per second. The Customer shall have no claim, demand, or lawsuit against the Company or the Operators, or anyone on their behalf, in relation to the above-mentioned.

The Customer confirms that there are technical limitations regarding Message delivery, as detailed in Appendix A to the Agreement. The Customer shall be solely responsible for sending the Messages in accordance with the limitations specified in Appendix A and undertakes that the Messages sent on its behalf will not exceed these limitations and will fully comply with them. The Customer is aware that if it does not comply with these limitations, the Messages sent through the Services may be partially delivered, distorted, or not delivered at all to their intended recipients, and the Customer shall have no claim against the Company or the Operators regarding this matter.

The transmission of Messages to recipients through the Services is also subject to cellular coverage limitations. The Customer is aware of the nature of cellular connectivity and that in some areas in Israel, cellular communication coverage may be incomplete or intermittent, which may result in delays in receiving Messages by recipients in certain cases and some recipients may not receive the Messages at all. These factors are beyond the Company’s control, and the Customer shall have no claim or demand against the Company in this regard.
The Customer confirms that it is not possible to fully guarantee that all Messages will reach their destination at the intended time or at all, and that it is not possible to guarantee that there will be no disruption to the Content of the Messages. The Company shall not bear any responsibility in the event that any of the Messages sent by the Customer through the Services did not reach their destination or did not reach their destination at the intended time, or in the event of any disruption to the Content of the Messages. It is hereby clarified that in the event that a Messages do not reach its destination, the Customer will not receive any notification or confirmation of such Messages.

The failure of a Messages to reach its destination for any reason or any disruption to the Content of the Messages for any reason shall not exempt the Customer from payment to the Company for the Messages sent through the Services. Furthermore, the Customer is aware that the Company may make human errors that may result in mistakes or omissions in Messages, non-delivery, delivery delays, or incorrect delivery, and in such cases, the Company shall not assume any responsibility.

Backup and Data Retention – Historical information of the Customer regarding the Messages sent, their recipients, and the use of the Services shall be stored in the Company’s System for a period of one year from the date of such Message delivery. The Customer has the option to download reports and information from the System through the interface provided by the Company. Retaining data for longer periods requires prior written consent between the parties, in accordance with the Terms to be agreed therein.

Content Restrictions:

The Customer undertakes that the Content of each Message sent through the System will not contain prohibited Content according to the law. Without detracting from the generality of the foregoing, the Customer undertakes that the Content of each Message will comply with all the conditions detailed in Appendix B to this Agreement, which constitute Content restrictions for Message delivery. The Customer shall be solely responsible for the Content of its Messages. The term “Content” shall mean, any verbal (textual), visual, audio, or any combination thereof, including their design, processing, editing, and presentation.

The Customer is responsible for the Content of the Messages. The Customer declares that it has full rights, including intellectual property rights, to the Content transmitted in the Messages, and that the Content does not infringe upon any third-party rights, including intellectual property rights (patents, copyrights, trademarks, trade secrets, etc.), privacy violations, defamation, consumer injustices, or any other infringement.

The Customer undertakes to include in each Message all the information required by the Spam Law, Privacy Protection Law, or any other applicable law that applies to the Customer and/or message transmission.

The Customer agrees to enter in the “sender” field a return number associated with the Customer, including a shortened number used for SMS activity, registered under the Customer’s name or the name of another owner who has given explicit written consent to the Customer to receive the returning messages/calls. The “sender” field may also be a textual field, not exceeding 11 characters, provided that the sender’s name has a clear connection to the Customer that allows easy identification without confusion. Do not enter a “sender” field that may mislead the recipients, including regarding the Customer’s identity or the sender of the Messages.

The Customer shall not use the name of the Company or any of the Operators in connection with the Services or as part of their Messages. The Company may mention the Customer’s name in its customers’ list, including on its website and in various advertisements.

The Company reserves the right to periodically check the Messages before sending them, but it is not obliged to do so. Such checks may be performed by the Company on a sample basis, solely to attempt to prevent the sending of illegal or harmful Messages, without the need for consulting or obtaining legal advice. The Company may choose not to send a Message if, in its judgment, it violates or is likely to violate the provisions of this Agreement or any law, and the Customer authorizes the Company to do so. This provision does not impose any liability or obligation on the Company, of any kind, with respect to the Content of the Messages or its transmission, nor does it relieve the Customer of their obligation to ensure that its Messages comply with legal requirements. The sole responsibility in this context rests with the Customer.

Registration for the Services & Customer Identification:

In accordance with the Ministry of Communications’ regulations for Operators, sending Messages through the Services requires full Customer identification. The identification can be done through the government authentication system or through a verification process such as “Know Your Customer” (KYC). Verification of the latter type may include at least one visual meeting between a Company representative and the Customer, or someone on their behalf, during which the Customer will provide or present the following details: full name, address, contact information, two identification documents (valid ID card, valid driver’s license, or Israeli passport/valid foreign passport), or a document that attests to the Customer’s identity to the satisfaction of the Company. The abovementioned meeting can be conducted through a recorded video call, during which the documents will be presented in front of the camera in a way that allows the Customer to be identified and the provided details to be verified.
The Customer must provide only accurate, precise, and complete information. Providing incorrect details may prevent the possibility of using the Services, hinder the identification and verification of the Customer’s details, and, if necessary, result in the refusal to establish contact with the Customer.

Additionally, the use of the Company’s System for the purpose of distributing Customer Messages may include protection of the usage of the distribution system, including two-step verification access, the use of strong passwords, and locking mechanisms after several failed access attempts.

Consideration and Payments

In consideration for the Services, the Customer shall pay the agreed-upon consideration (including the payment date) as stated in the Order Form or Proposal (hereinafter referred to as the “Consideration”). The amount of the Consideration and Services fees were determined by the Company, considering the Operators’ tariffs. Except in cases where the Consideration for Message delivery was prepaid, the Company is authorized to update the Consideration, including increasing it from time to time, by providing written notice to the Customer, especially if any of the Operators increase their applicable tariffs. In such a case, the Customer may terminate the Agreement with the Company if it does not agree to the new tariffs, as a sole remedy. In exchange for payment, the Customer will receive a tax invoice.

The number of Messages sent by the Customer will be calculated solely based on the data collected by the System. Value Added Tax (VAT) according to the law will be added to the Consideration and shall be paid by the Customer. In the event of a delay in payment of the Consideration, the Customer shall pay late payment interest at the maximum rate applicable from time to time at Bank Hapoalim for commercial current accounts.

Termination of this Agreement due to non-payment does not exempt the Customer from the obligation to pay any outstanding amount due to the Company.

Payment for the Services will be made by credit card in good standing, or any other payment method agreed upon explicitly and in writing by the parties. In accordance with the Ministry of Communications’ regulations for Operators, the Company is entitled to demand that the transaction be carried out in a manner that allows the identification of the cardholder by credit card companies, using a one-time random password.

The Company reserves the right to cease the use of any payment method and to allow the use of additional payment methods. Payment of the Consideration may be subject to various fees charged to the Customer by services providers for clearing or payment services, in accordance with the terms of services of those external providers vis-à-vis the Customer. The Customer bears sole responsibility for paying these fees, as required.

Liability & Indemnification:

The Customer shall be solely and fully responsible for any claim, demand, or lawsuit made by recipients or any third party, including regulators and governmental authorities, in connection with the Content of the Messages or their transmission. The Customer hereby releases the Company and Operators from any liability or obligation in this regard. The Company shall not be responsible for monitoring the Content of the Messages or the Customer’s collection of consents or authorizations to send his Messages to recipients.
The Customer shall bear any damage, loss, expense, harm, loss, etc., of any kind or type, incurred by the Company, recipients of the Messages, Operators, or any third parties, in connection with the sent Messages or due to the Customer’s breach of any obligations under these Terms or any applicable law.

The Customer undertakes to indemnify the Company, or any representative thereof, for any liability, expense, compensation, or payment that the Company is obligated to bear or incurred against it, resulting from any claim, demand, or lawsuit, and in connection with any claim, demand, or lawsuit directly or indirectly related to the Customer’s Messages or the breach of the Customer’s obligations under these Terms. If and when a claim/demand/lawsuit is filed against the Company or its representative by any third party, the Company is entitled to seek compensation from the Customer, and it shall inform the Customer as soon as possible and allow them to defend against any claim/demand/lawsuit as stated above.

The Customer agrees that they will not have any claim, demand, or complaint against the Company in any case where Messages cannot be sent due to a factor beyond the Company’s control, including technical malfunctions in System provided by the Operators or any third party delivering services to the Company, as well as any malfunction in the Company’s System, provided that the Company acts diligently and within a reasonable time to fix any malfunction within its control.

The Company will make every effort to ensure that the Services are available and functioning properly, without errors, and will notify the Customer in advance of any planned interruption in the System or maintenance, repair, upgrade, or improvement activities. However, the availability of the System and their proper operation depend on numerous factors and components, such as hardware and communication networks, some of which are provided by third parties.
The Company does not guarantee that the Services and the System will not be interrupted, will be provided as expected, or without interruptions, will be secure from unauthorized access, or free from damages, disruptions, and faults, including faults in the technology itself (including all hardware, software, firmware, and communication components). The Company shall not be liable, and the Customer shall not have any claim, lawsuit, or demand in any of these cases. However, the Company undertakes to act with reasonable skill to promptly fix any malfunction as stated above, to the extent that it depends on the Company and is within its control.
The Company and the Operators shall not bear any responsibility, contractual, tortious, or otherwise, for any delay, failure, damage, or loss caused in circumstances of force majeure. “Force Majeure” shall mean, any event caused by circumstances beyond the reasonable control of either party, including any directive of an authorized authority or restraining order unrelated to the acts or omissions of either party, directly and/or indirectly, including war, general mobilization, acts of terrorism or hostility, natural disasters, epidemics, fire, accident, blockade or embargo, government regulations or orders limiting economic activity, network limitations that do not exceed the Operators’ license conditions, provided that the party concerned has done everything reasonably possible to prevent the consequences of the applicable Force Majeure event.

In any case where the Company is prevented from fulfilling its obligations under the Agreement due to Force Majeure and/or due to a demand or directive of any authorized authority, including the Ministry of Communications or any of the Operators, the Company shall be entitled to immediately notify the cancellation of this Agreement or the immediate termination of the Services, and the Customer shall have no claim, demand, or lawsuit in connection therewith. In this regard, the Customer acknowledges that the Operators are entitled at any time to notify or instruct the Company of the termination of their Services or to disconnect.

The Company shall be entitled, subject to prior written notice to the Customer, to modify the Terms due to directives or requirements of the Ministry of Communications or any other authorized authority, or any of the Operators, or for any reason, including changes in Agreements between the Company and any of the Operators. If the Customer does not agree to the changes, the sole remedy available to them is to terminate this Agreement.

Term & Termination

This Agreement shall be effective from the earlier of (i) This Agreement signature date; or (ii) the Order Form/Proposal signature date. This provision shall apply even if the Company starts providing the Services to the Customer on a later agreed-upon date. The parties hereby agreed that the Terms herein shall apply to the parties from the actual delivery of the Services to the Customer, even if the Company commenced the Services prior to this Agreement signature date.

The Customer confirms that this Agreement is for an unlimited term, or as explicitly agreed upon by the parties in the Order Form or the Proposal. Either party may terminate this

Agreement under the following circumstances:

In case that the Customer has purchased a prepaid package of Messages, the Agreement shall end upon the depletion of the packages. Either party may terminate the Agreement by giving prior written notice of thirty (30) days to the other party. In the case of terminate by the Customer: (a) the Customer shall not be entitled to a refund for any unused Messages balance, and (b) the Customer shall be entitled to transfer the remaining unused Messages for the use of a third party, subject to: (i) the prior written approval of such party by the Company; (ii) the engagement of such party with the Company in an agreement similar to this Agreement; and (iii) the identification of such party in accordance with the legal requirements and the Operators’ licenses. If the Company terminates the Agreement by giving prior notice to the Customer as mentioned above, it shall refund the Customer for the unused Messages.

In case that the Customer is billed on a monthly basis based on usage, either party may terminate this Agreement by providing prior written notice of 30 days to the other party, provided that 12 months have elapsed from the actual commencement date of the Services. In the case of termination of the Agreement, the Customer shall be liable for the Services received from the Company until the actual date of Services termination.

In addition to the provisions of section 29 above, without prejudice to any right or remedy granted to the Company under any law and/or this Agreement, the Company shall have the right to immediately terminate the Agreement or cease providing the Services immediately, among other things, in the following events:

The Customer exceeds the limit of the number of Messages according to the purchased package and fails to pay for an additional package.

The Customer sends Messages to individuals who did not give their consent, or the Customer sends a Message that violates legal provisions or violates the Content restrictions specified in Appendix B to this Agreement.

A request for bankruptcy, liquidation, asset seizure, or debt arrangement is filed against the Customer, or any of its shareholders or on their behalf.

The Customer performs an act or omission that harms or may harm the Company or any third parties, including Operators, suppliers, or partners of the Company.

The Customer uses the Services to carry out or attempt to carry out an illegal act, or an act that is perceived as illegal, or to facilitate, facilitate, assist, or encourage the commission of such an act.

The Customer has a financial debt to the Company and has not paid it despite the due date set for payment.

The Customer breaches this Agreement in a material manner.

The Customer breaches this Agreement in a non-material manner and fails to remedy the breach within 7 days of receiving the Company’s request to rectify the breach.

Complaints have been received by the Company from Message recipients, Operators, or any authority regarding the Customer, the Massages, the manner in which the Messages were sent, the Content of the Messages, which, in the Company’s sole discretion, necessitate the suspension of the Services or the termination of this Agreement. The Company is not obligated to verify the accuracy or validity of such complaints.

Confidentiality

The parties to this Agreement undertake that they, their employees, and representatives shall maintain absolute confidentiality and refrain from disclosing, in any way, directly or indirectly, among themselves or by others, any professional, commercial, or other information that is not in the public domain, in connection with the activities of the other party to perform this Agreement, or any information transmitted within its framework.

Each party shall refrain from making any use of the knowledge and/or information, professional and/or commercial, of the other party unless it is necessary for fulfilling its obligations under this Agreement or if the disclosure of the information is required by the provisions of any law or by the demand of an authorized authority.

The provisions of this clause shall not apply to information known to the public or information that became known not as a result of the breach of this Agreement.

Law & Jurisdiction

This Agreement, the relationship between the parties, and the use of the Services are subject exclusively to the law of the state of Israel. The exclusive jurisdiction for any matter, including any dispute relating of this Agreement, shall take place in the authorized courts of the Tel Aviv-Yafo district.

Relations between the parties

This Agreement is not intended to create and does not create an employer-employee relationship, agency relationship, representative relationship, or agency relationship, and the parties shall not be entitled to any agreement, compensation, or rights under any law or custom not expressly mentioned in this Agreement. The employees engaged by each of the parties to this Agreement shall be employees of their respective party only, and there shall be no employer-employee relationship between them and the other party to this Agreement.
Neither party to this Agreement shall assume, approve, or undertake any obligation on behalf of the other party, and shall not make any statement, explicitly or implicitly, regarding the existence of a relationship different from the one detailed in this Agreement.

Privacy

The Company respects the privacy of the Customer, its employees, and recipients when using its System for the purpose of providing the Services. The privacy policy of the Services is detailed in Appendix C to this Agreement and constitutes an integral part of it. Please make sure to read the policy carefully.

System Use by Third Parties

In the event that the Customer wishes to use the Services for its own Customers, the Customer must sign Appendix D (Customer Obligations as a Distributer/Agent) to this Agreement.

Miscellanies

The Company is authorized, for the purpose of collecting any amount to which it is entitled from the Customer under this Agreement, to withhold or deduct any amount that the Customer is entitled to receive from the Company or from Company’s affiliates within the framework of other Agreements between the Customer and the Company or the Company’s affiliates.
The headings and Appendices of this Agreement are for convenience only and shall not be used in any way to interpret it.
The Customer is not authorized to assign any right or obligation under this Agreement, nor may they transfer, subjugate, mortgage, lend, or grant any rights whatsoever to any third party in any manner. Regarding the transfer of the unused Messages, the parties shall act in accordance with the provisions of this Agreement. Any act or omission contrary to the above is null and constitutes a fundamental breach of the Agreement. The Company is entitled to assign or transfer its rights and obligations under the Agreement, subject to the preservation of the Customer’s rights with pursuant to this Agreement.

Any delay, extension, waiver, or non-use of the rights granted to a party under the Agreement or the provisions of the law shall not be deemed a waiver, unless expressly notified in writing.
The Customer’s signature on this Agreement constitutes explicit consent to receive advertisements from the Company, as defined by the Spam Law. The advertisements will be sent to the Customer at their contact details and those of their designated personnel held by the Company, including by facsimile, email, SMS, or any other means. At any time, the Customer may revoke their consent and inform the Company of their refusal to receive advertisements, generally or in a specific manner, by sending a refusal notice. The method for sending the refusal notice will be specified in the advertisements sent by the Company and/or its representatives.

Any amendment, alteration, or addition to this Agreement shall be valid only if made in writing and signed by both parties.

The addresses of the parties shall be as stated in the Order Form or Proposal, unless either party notifies the other in writing and by registered mail of a change in their contact details. Any communication sent by one party to the other at the abovementioned address shall be deemed to have arrived at its destination within three days from the date of dispatch by registered mail, or at the beginning of the first business day following its dispatch if sent by facsimile, courier, or email.

Appendix A – Technical Limitations for Messages Delivery

Message Length
Messages can be sent in Hebrew or in English.

Messages in Hebrew can be sent on the condition that the recipient’s device supports receiving them. A detailed and updated list of device types and their language support can be found on the Operators’ websites or by contacting the Company.

The following table specifies the limitations on the number of characters allowed for sending a Message to subscribers of each Operator to whom the Company is allowed to send Messages:

The term “Character” shall mean, any symbol, including spaces, punctuation marks, etc. Any Message sent beyond the maximum length mentioned above may be truncated and may not reach the end-user (recipient) in its entirety. Any Message that contains a combination of letters in different languages and/or letters in any language with numbers and/or symbols may arrive in a corrupted form.

Despite the above, the Customer has the option to choose the “Message concatenation” feature. Choosing this option will cause a Message that exceeds the specified number of characters to be automatically concatenated into multiple Messages or a long Message. In such a case, the Customer will be charged for the additional Messages or the long Message. Message concatenation to an additional Message is usually performed automatically by the System after the last word within the limitations of the specified number of characters, and in a way that the System does not “cut” words included in the Message. As a result, for example, a 140-character Message sent to Partner or Cellcom subscribers, may be concatenated into 3 Messages instead of 2 Messages.

Sending Rate
The maximum sending rate for Messages to the recipient is 5 Messages per second. The Company clarifies that during exceptional events, various diversion mechanisms may be activated, either by the Company or the Operators, which could modify the Message transfer rate.

Non-Receipt of Messages
Although the Message was received by the System and transferred to the Operator’s system, it is possible that the Message will not reach the subscriber’s phone (the recipient, end-user). Here are some scenarios:
The phone is outside the coverage area.
The phone is disconnected from the network.
The phone is turned off.
The phone is in the analog control channel.
No response received from one or more Operators’ switches due to heavy load on the SMSC system and the switching network and/or limitations of the routing network during peak loads.
The subscriber is blocked from SMS services in general or specific content-based SMS services.

Any restriction or blockage of a device according to the exclusive policy and discretion of one or more Operators and/or the Company.

The number of pending Messages for the end-user in the system exceeds 10.
The phone’s memory is full of new or saved Messages.

Appendix B – Content Restrictions for Messages Delivery

The Messages shall not include any Content prohibited by law or by these Terms. Among others, the Messages shall not include the following Content:

• Any material that harms or may harm or violate the rights of others, including intellectual property rights such as copyrights, trademarks, trade secrets, or patents.
• Any pornographic, erotic, or sexually explicit material, or Content that may offend public sensibilities.
• Any material related to minors, identifying their personal details or contacting them.
• Any computer software, computer code, or application that includes computer viruses, including known malicious software such as Trojan horses, Worms, Vandals, Malicious Applications, etc.
• Messages that violate the provisions of section 30a of the Telecommunications (Bezeq and Broadcasting) Law, 5742-1982.
• Passwords, usernames, and other information enabling the use of computer software, digital files, websites, or services that require registration or payment, whether free or paid.
• Any illegal material or material that encourages, supports, assists, provides instructions for, or guides the commission of a criminal offense under the laws of the State of Israel.
• Any material that defames or violates a person’s privacy or any other right entrusted to them.
• Any material whose publication is prohibited by any law.
• Any obscene, threatening, abusive, racist, emotionally distressing, or potentially the basis for a civil lawsuit or otherwise violates Israeli law.
• Any material that harms or may harm the reputation and good name of the Company or any of the Operators or any other third party.
• Any material that may mislead consumers, as defined in the Consumer Protection Law, 5741-1981.
• Any link or reference to material whose publication is prohibited by this Appendix B.
• Any material that is password-protected or otherwise restricted from free access by all internet users.
• Any Content, including advertisements or marketing, relating directly or indirectly to the services of the Operators and/or the Operators themselves and/or end-user equipment and/or any type of services provided or to be provided directly by any of the Operators.
• Any Content prohibited by law.

Appendix C – Privacy Policy of the Services

The Company respects the privacy of the Customer, its Contacts, and recipients (regarding personal information about the recipients that the Customer provides to the Company for the purpose of Services delivery). This Appendix C explains the privacy policy of the Services. This Appendix C outlines, among other things, the personal information that the Company collects and receives from the Customer when it joins the Services and uses it.

The term “Personal Information” shall mean, any information or data relating to an individual that identifies that person or can be reasonably used to identify that person.

Personal Information Collected and Processed by the Company

The Company retains and processes two main types of Personal Information –

Personal Information about the Customer (“Customer’s Information”) – to the extent that the Customer is an individual (such as an authorized business owner/sole proprietor), the Company collects and processes Customer’s Information, such as full name, ID number, phone number, email, address, payment details, and similar relevant Personal Information. To the extent that the Customer is a corporation, the Company collects limited Personal Information, primarily concerning contact persons associated with the Customer, such as full name, position, phone number, and email. In addition, the Company keeps records of the Customer’s usage of the Services.

The Ministry of Communications requires that Message delivery through the Services shall be done after full identification of the Customer. Identification, as mentioned, can be done through the government identification system or verification by “Know Your Customer” (KYC). KYC Verification may include at least one visual meeting between a Company representative and the Customer, or someone on behalf of the Customer, during which the following details are provided or presented: full name, address, contact information, two forms of identification (valid ID card, valid driver’s license, or valid Israeli passport/valid travel document), or a document that attests to the Customer’s identity at the Company’s discretion. The abovementioned meeting can be conducted via recorded video call (with the Customer’s consent to the recording), during which the documents will be presented in front of the camera in a way that allows the Customer’s identification and verification of the required details.

Personal Information about the recipients (“Recipients’ Information”) – For the purpose of Services delivery, the Customer provides the Company with Recipients’ Information. This Personal Information includes the recipient’s phone number/email address and sometimes their name. Additional Personal Information about the recipients may be contained within the Messages sent by the Customer through the System.

The sole owner of the Recipients’ Information is the Customer, who is obligated to handle it in accordance with the law requirements. The Company processes the Recipients’ Information solely for the purpose of the Services delivery and not for any other purposes. The Company acts as a “holder” of the Customer regarding the Recipients’ Information. The Company retains (for a limited period) and uses the Recipients’ Information for the purposes outlined in this Appendix C, primarily for the operation of the System, Services delivery, and for internal administrative needs related to System operations.

The Customer or their representative are not obligated by law to provide Personal Information to the Company, the delivery of the Personal Information depends on their will and consent. However, providing incorrect details or failing to provide the required Personal Information may prevent the Customer from using the Services, hinder Customer identification, and/or hinder communication with the Customer. If the Customer’s details have changed, it must promptly notify the Company.

The Company may store and process additional Personal Information when establishing contact with the Customer or their representative, such as when the Customer submits requests or inquiries to the Company or its customer services or reports a privacy breach. Personal Information can include both Customer Information and Recipient Information.

When the Customer provides the Company with Personal Information about a third party, whether it is their representative (such as an employee or contact person) or a recipient, they confirm and declare that they do so in accordance with the provisions of any applicable law, especially the Protection of Privacy Law, 5741-1981, and that the Customer has all the appropriate approvals and authorizations required.

Information Collected by the Company When the Customer Uses the System:
When the Customer or their representative uses the System, the Company may collect Personal Information about the Customer use, including details about the frequency of the System usage, duration of usage, Internet Protocol (IP) address data used to access the Services, and more. Such Personal Information is generally collected automatically and stored in the Company’s server logs.

How the Company Uses Personal Information:
The Personal Information mentioned above will be maintained by the Company in its computerized system. The use of Personal Information will be carried out in accordance with the provisions of this Appendix C or according to the provisions of any applicable law, for the purposes detailed below –

To enable the Customer to register and use the Services and allow the proper functioning of the System as a distribution system for Messages to recipients, according to the Customer’s needs.

To comply with the Customer’s instructions regarding the distribution of Messages to their recipients.

For the purpose of billing the Customer, including retention in the archives for a reasonable time period.

In order to identify the Customer before the Company allows registration for the Services and its use, including identification in accordance with the instructions of the Ministry of Communications, recording video calls with the Customer and their representatives, and keeping documentation of the identification and the Customer’s identified documents.

To send Messages from the Company to the Customer and contacts on its behalf, including information, operational messages, surveys, advertisements, and more.

To contact the Customer when the Company deems it necessary.

For the purpose of analysis, control, and provision of statistical information to third parties. This Personal Information will not personally identify the Customer, the representative, or the recipients.

For the proper operation and development of the Services, including providing support to the Customer and handling requests or complaints.

To enforce the Agreement, in order to fulfill any requirements of any law, regulation, or procedure, and to assist authorized authorities and any third party, when the Company sincerely believes it is necessary to do so.

In any case of dispute or legal proceedings between the Customer and the Company or between the Company and the recipients.

For any other purpose specified in this Appendix C or in the provisions of the Agreement.

Transfer of Information to Third Parties
The owner of the Recipient Information is the Customer. The Company will process the Recipient’s Information solely for the purpose of providing the Services. The Company will not sell, rent, or transfer any Personal Information to any third parties, except in the following cases or in accordance with any applicable law:

• When necessary, in order to operate, manage, or maintain the System, the Company may engage third parties, such as services providers (e.g., Operators). In such cases, these service providers will be required to use Personal Information solely for the purpose of providing services to the Company.

• The Company may be required by the Operators to provide them with the Customer’s identification details according to the instructions of the Ministry of Communications, and in such a case, the Company will only transfer the required information according to the Operators’ licenses.

• If the Customer violates the Agreement, or if they perform actions through the Company’s System or in connection with the Services that contradict the law or attempt to carry out such actions. In such cases, the Company is entitled to disclose relevant Personal Information to enforcement authorities, investigative authorities, other authorized authorities, or any relevant third party, as required to handle that act or omission.

• In any dispute, claim, demand, or legal proceedings, if any, between the Customer and the Company, or between the Company and any of the recipients.

• In any case where the Company deems it necessary to disclose the Personal Information to prevent severe harm to a person or property.

• If the Company reorganizes its operations in another framework, changes its legal structure, merges with another entity, or sells its business, it shall be entitled to transfer a copy of the Personal Information to the new entity, provided that this entity undertakes to comply with this Appendix C.

Aggregated Data
The Company is authorized to use anonymous, statistical, and aggregate (‘aggregated’) data collected in connection with the use of the Services in order to operate, improve, add, modify, or cancel features and capabilities.

Data Retention
Historical information regarding the Customer’s sent Messages, recipients, and Services usage is retained in the System for only one year from the date of Message delivery. The storage of Personal Information for longer periods requires prior written consent between the parties, according to the terms therein. The Company will delete Recipient’s Information at any time upon the Customer’s request. The Company will store Personal Information in accordance with legal requirements and its needs for providing the Services, investigation, control, accounting, archiving, and documentation. Personal Information is stored in the System, which is independently stored or with server-stored providers and data backup, which may be located outside the borders of Israel. Additionally, Personal Information is collected and retained by other companies (such as statistical companies, etc.), which may also store the Personal Information outside the borders of Israel. The Customer’s consent to this Appendix C also constitutes consent to the storage of Personal Information abroad and its transfer outside the borders of Israel, as needed.

Data Security
The Company attaches paramount importance to the security of the information in the System. To safeguard Personal Information, it operates systems, applications, and policies for data security intended to minimize the risks of theft, damage, loss, or unauthorized access to Personal Information. However, these measures do not provide absolute security. Therefore, despite the considerable efforts invested by the Company in securing the Personal Information stored in its System, the Company does not guarantee, and the Customer cannot reasonably expect, that the Services and the System will be immune from unauthorized access to the Personal Information stored therein. The Customer is aware of and agrees to these limitations.

Appendix D – Customer Obligations as a Distributor/Agent

whereas the Customer wishes to use the Services for third parties (i.e., his customers), the Company hereby authorizes the Customer to use the Services subject to the following conditions:

All the provisions of the Main Services Agreement by and between the Company and [insert Customer’s name] dated [insert date] (the “Services Agreement”) shall apply, and he shall bear full responsibility towards the Company regarding any third party for whom the Customer chooses to provide the Services to.

The Customer undertakes to comply with all applicable laws regarding the Services, including without limitation, Ministry of Communications regulation regarding customer identification and he is responsible for ensuring his customer’s compliance.
Any action, deed, and/or omission by any of the Customer’s customers shall be deemed an action/deed/omission of the Customer, and he shall bear full responsibility for the consequences of such action/deed and/or omission.

Without prejudice to any other provision and any other remedy available to the Company under the Services Agreement [including provisions of clauses 27-33 (Liability & Indemnification)] and/or this Appendix and/or under any applicable law, the Customer shall be solely responsible for any direct and/or indirect and/or consequential damages and/or losses and/or expenses incurred by the Company or any third party arising out of or in connection with the transmission of Messages for his customers, and he shall indemnify the Company against any damages, liabilities, expenses, and claims of any third party in connection therewith, as of the Company’s first demand.