TERMS OF USE

BE ALL WEBSITE TERMS OF USE

Thank you for visiting www.Be-All.com (the “Website“), a service of Be All Centers Ltd. (“Be All“). Please read these Website Terms of Use (these “Terms of Use”) and the Privacy Policy posted on the Website (the “Privacy Policy“) carefully. By accessing the Website in any manner, including through any automated means or through a mobile device or application, you agree to be bound by these Terms of Use and the Privacy Policy.

1. Modifications to These Terms of Use. Be All reserve the right to modify these Terms of Use at any time. Any modifications to these Terms of Use will be effective immediately and Be All will be entitled to post them on the Website. By accessing the Website after Be All post on the Website such modifications to these Terms of Use, you agree to be bound by these Terms of Use as modified.

2. Modifications to the Privacy Policy. Be All reserve the right to modify the Privacy Policy at any time. Any modifications to the Privacy Policy will be effective immediately and Be All will be entitled to post them on the Website. By accessing the Website after Be All post on the Website such modifications to the Privacy Policy, you agree to be bound by the Privacy Policy as modified.

3. Other Agreements. These Terms of Use are not intended to, and do not, derogate from the Privacy Policy or from any other agreements, policies, terms and conditions or terms of use that you may be bound by as a result of your use of other services Be All may provide, including office sharing services, restricted-access web-based services, and Be All mobile applications.

4. The Site Content.

4.1. Be All or Be All licensors or partners own the intellectual property rights in the content displayed on the Website (the “Content“), including any logos, trademarks, service marks, text, images, photographs, videos, audio clips, information, software and other content generated, contained, provided or otherwise made accessible on or through the Website.

4.2. The Website and all Content are made available to you for informational use only. Without Be All prior express written permission, you may not modify, copy, reproduce, publish, upload, post, distribute in any manner or medium, transmit, display, license, sell, create derivative works from, or otherwise exploit any Content of the Website, either for commercial or non-commercial purposes. However, you may, from time to time, print individual pages of the Website for your personal, non-commercial use provided that you keep intact all copyright and other proprietary notices.

4.3. If you submit or post any content to the Website, you grant Be All and Be All affiliates a royalty-free, perpetual, irrevocable, transferable, assignable, sub-licensable, worldwide license to use such content, including alterations thereof, for Be All business purposes, in any form, in any media and via any technology.

4.4. Be All shall have the right, at any time, to delete any content posted or otherwise uploaded by you to the Website.

4.5. Sections 4.1, 4.2 and 4.3 above shall survive the termination, for any reason, of these Terms of Use.

5. Prohibited Conduct. Without derogating from any other provision in these Terms of Use, you may not: (i) use the Website for any unlawful purpose; (ii) perform any unauthorized action in connection with your use of the Website, including attempting to gain, or gaining, unauthorized access to the Website; (iii) cause any damage to the Website or any computer systems related thereto or post any content to the Website that contains any virus or other harmful content; (iv) post any content to the Website that is unlawful for you to post, including any content that infringes any third-party intellectual property right; and (v) post any content to the Website that promotes products or services other than Be All products and services.

6. Site Registration and Log-In.

6.1. In order to access some features of the Website, you may be required to provide certain information, including personal information. You agree to provide accurate, current and complete information about yourself and you are responsible to timely update such information as necessary.

6.2. In the event that you are required to create a username and password for the use of any feature of the Website, you may not share such credentials with any third-party nor may you sell or otherwise transfer such credentials to any third-party. You are responsible for any use of the Website through your username and password, whether such use was authorized by you or not. Without limiting any other provision in these Terms of Use, Be All shall have no liability for any loss or damage arising from, or in connection with, any authorized or unauthorized use of the Website through your username and password. You are required to immediately notify Be All when you first become aware of any unauthorized use of your username or password or any other breach of security relating to the Website.

6.3. Certain features of the Website may only be available to Be All customers and members and may require a Be All username and password. Such features may be subject to additional terms and conditions specific to such features. If you are not a Be All customer or a Be All member, you have no right to access or use such features.

7. Testimonials. Be All may publish on the Website testimonials by Be All customers and members relating to their use of any services Be All provide. Be All make no representation as to the accuracy of any such testimonials nor do Be All represent that the experiences discussed in the testimonials are typical of the experiences of other Be All customers or members.

8. Links to Third-Party Websites. The Website may contain links to other websites owned and operated by third-parties (“Linked Websites”). Linked Websites are not operated or controlled by Be All and Be All are not responsible for any content contained on such websites or for any products or services offered through such websites. Any links on the Website to any third-party websites do not constitute Be All endorsement of such websites.

9. No Warranties.

9.1. The Website and its Content are provided on an “as is” and “as available” basis and without warranties of any kind, whether express or implied, including any warranties of non-infringement of third-party rights, title, merchantability, fitness for a particular purpose and freedom from computer virus or other harmful components. Without limiting the foregoing, Be All make no representation or warranty that, inter alia: (i) the information on the Website is accurate, complete or up-to-date; (ii) the Website is secure from any unauthorized use, including by hackers; (iii) the Website is free of viruses or other harmful content; (iv) the Website will be available at any particular time or will function properly at any particular time.

9.2. Be All make no warranties of any kind regarding any products or services offered, ordered or provided through the Website.

9.3. This Section 9 shall survive the termination, for any reason, of these Terms of Use.

10. Indemnification and Limitation of Liability.

10.1. If you are dissatisfied with the Website or any of its Content or with these Terms of Use or any other rules or policies governing your use of the Website, your sole and exclusive remedy is to discontinue using the Website.

10.2. You agree to defend, indemnify and hold harmless Be All and Be All affiliates, and Be All respective directors, officers, employees and agents (each, a “Be All Party” and collectively, the “Be All Parties“) from and against any and all loss or damage sustained by, liability or charges imposed on, and claims or causes of action asserted against, any Be All Party arising in whole or in part out of or by reason of your use, or the use by any person or entity on your behalf, of the Website or any violation of these Terms of Use, or any other rules or policies that govern your use of the Website, by you or any person or entity acting on your behalf.

10.3. In the event that a Be All Party receives written notice of the commencement of any claim or Proceeding or of the imposition of any penalty or assessment for which defense and/or indemnity may be sought pursuant to this Section 10 (a “Third-Party Claim“), the Be All Parties seeking indemnification shall have the right to select the attorneys who will defend, at your expense, the Third-Party Claim on behalf of such Be All Parties and such Be All Parties shall have the right to control the defense of such Third-Party Claim, including the right, in their sole discretion, to settle, adjust or compromise such Third-Party Claim with or without your consent; provided, however, that the Be All Parties shall not be entitled to indemnification under this Section 10 in respect of amounts paid toward any such settlement, adjustment or compromise (not including reasonable attorneys’ fees and costs incurred in connection with such settlement, adjustment or compromise, the expense of which shall in all cases be borne by you) unless such settlement, adjustment or compromise was effected with your prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. You shall be entitled to participate in, but not control, the defense of a Third-Party Claim at your own expense with counsel of your choosing reasonably satisfactory to the Be All Parties seeking indemnification.

10.4. For the purposes of this Section10, the following terms shall have the following meanings:

10.4.1. “Governmental Body” shall mean any: (a) nation, state, county, city, district, or other similar jurisdiction of any nature; (b) local or foreign government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, commission, bureau, instrumentality department, official, entity, court, or tribunal); or (d) body or other Person entitled by applicable law to exercise any arbitrative, administrative, executive, judicial, legislative, police, regulatory or taxing authority or power.

10.4.2. “Person” shall mean any individual or entity (including a partnership, corporation, limited liability company, and trust).

10.4.3. “Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel (whether in Israel or elsewhere).

10.5. This Section 4 shall survive the termination, for any reason, of these Terms of Use.

11. Modifications/Suspension/Discontinuance. Be All may, at any time and without notice, modify, suspend or discontinue, either on a permanent or temporary basis, the Website (or any portion thereof) or the Content (or any portion thereof). You agree that Be All shall have no liability for any such modification, suspension, or discontinuance of the Website (or any portion thereof) or the Content (or any portion thereof).

12. Restriction/Suspension/Termination of Access. Be All shall have the right, for any reason at Be All discretion, including because of any breach of any of the provisions of these Terms of Use, to restrict, suspend or terminate any user’s access to the Website or the Content (or any portion of the Website or the Content). You agree that Be All shall have no liability for any such restriction, suspension or termination of your access to the Website or the Content (or any portion of the Website or the Content).

13. Governing Law and Jurisdiction. These Terms of Use shall be solely governed by, and construed in accordance with, the laws of the State of Israel, without giving effect to any other choice of law or conflict of law provision or rule (whether of the State of Israel or otherwise) that would cause the application of the laws of any jurisdiction other than the State of Israel. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Use. The sole and exclusive place of jurisdiction in any matter arising out of or in connection with these Terms of Use shall be the competent courts in Tel Aviv.

14. Additional Terms of Use, Terms and Conditions, Rules or Policies. Additional terms of use, terms and conditions, rules or policies may appear on the Website. You agree that any such additional terms of use, terms and conditions, rules and policies are hereby incorporated by reference into these Terms of Use.

15. Headings; Interpretation. The headings in these Terms of Use are for the purpose of convenience only. Under no circumstances are they to be used for the interpretation or construction of any provision of these Terms of Use. Any use of the words “including,” “for example,” or “such as” in these Terms of Use shall be read as being followed by the words “without limitation.”

16. Severability. If one or more of the provisions of these Terms of Use are held, in any court or arbitration proceeding, to be unenforceable, such unenforceability will not affect any other provision herein. In such event, the parties will substitute a provision that is as close as possible to the intent of the original unenforceable provision(s).

17. Waiver. Be All shall not be deemed by any act or omission to have waived any right or remedy provided to Be All under these Terms of Use unless these Terms of Use are modified by Be All, as provided for herein, to explicitly waive such right or remedy.

18. Assignment. You may not assign or attempt to assign any of your rights or obligations under these Terms of Use, in whole or in part, without Be All prior written consent. Any purported assignment of any of your rights or obligations hereunder without Be All prior written consent shall be void. Be All may assign these Terms of Use or delegate any or all of Be All rights or obligations hereunder to any third party without your consent.

19. Survival. Without derogating from Section 1 herein and from any survival clauses herein, these Terms of Use that were in effect at the time you last accessed the Website shall continue to apply to you even after you stop using the Website for any reason.