Terms & Conditions

These Terms and Conditions govern the use of the software as a service solution provided by Viewz Financial Solutions Ltd. By accessing or using the Solution, the Customer agrees to be bound by this Agreement.

Viewz grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Solution solely for Customer's internal business purposes, subject to the terms and conditions of this Agreement.

Customer shall not:

• modify, copy, or create derivative works based on the Solution;
• reverse engineer, decompile, or disassemble the Solution;
• remove any proprietary notices from the Solution;
• use the Solution in violation of any applicable laws or regulations.

Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account. Customer agrees to notify Viewz immediately of any unauthorized use of its account.

5.1. Customer shall pay the fees set forth in the applicable order form (the "Fees").

5.2. Payments are due within thirty (30) days of the invoice date.

5.3. In the event of Customer's default in payment, Viewz may, subject to reasonable prior notice, disable Customer's access to the Solution and suspend all services until outstanding invoices are paid. All fees once incurred are non-cancellable and non-refundable, except if Viewz has breached this Agreement.

6.1. Customer Data

Use of the Solution allows the Customer to upload financial data and integrate with third-party services. To the extent Customer Data includes personal data, such will be processed by Viewz on Customer's behalf:

• 6.1.1. The Customer is the 'data controller' and Viewz is the 'data processor'.
• 6.1.2. Customer instructs Viewz to process Customer's Personal Data as necessary for the provision of services, including transfer to jurisdictions other than those of Customer's operations in accordance with applicable law.
• 6.1.3. Viewz shall implement appropriate technical and organizational security measures; ensure all personnel processing Personal Data are subject to confidentiality undertakings; assist Customer in exercising data subjects' rights; and notify Customer of any Data Breach within 24 hours. Upon termination, Viewz shall delete, anonymize, or return all Customer Personal Data.
• 6.1.4. Customer authorizes Viewz to appoint sub-processors pursuant to written agreements with obligations no less onerous than those contained here.
• 6.1.5. Customer has sole responsibility for the accuracy, quality, and legality of Customer Personal Data.
• 6.1.6. Viewz may use anonymous, aggregated, non-identifiable data derived from use of the Platform for service improvement and legitimate business purposes.

6.2. Enhanced Data Security

Viewz acknowledges access to sensitive financial data and agrees to:

• Implement and maintain industry-standard administrative, physical, and technical safeguards;
• Encrypt Customer Data in transit;
• Restrict access to Customer Data to only those with a need to know;
• Not use Customer Data for any purpose other than providing the Services;
• Notify Customer within 24 hours of discovering any actual or suspected Data Breach;
• Comply with all applicable laws and regulations regarding data security and privacy;
• Remediate any potential damage from a Data Breach; not disclose Data Breach information to third parties without Customer's prior written consent;
• Maintain a documented incident response plan and cooperate fully with Customer's incident response efforts;
• Maintain ISO 27001 certification and SOC 2 Type II report;
• Maintain documented business continuity and disaster recovery plans with regular testing;
• Implement comprehensive logging systems for all security events, maintained for a minimum of 24 months.

6.3. Financial Data Security

• 6.3.1. Specific measures for financial data: role-based access controls; multi-factor authentication; audit logging; and regular security testing.
• 6.3.2. Viewz shall maintain a written information security program specifically addressing the protection of financial data, available to Customer upon request.
• 6.3.3. In the event of any Data Breach affecting financial data, Viewz shall: notify Customer within 24 hours; provide specific details; take immediate remedial action at Viewz's expense; and cooperate with any regulatory reporting obligations.
• 6.3.4. Upon termination, Viewz shall within 30 days return or securely destroy all Customer financial data and provide written certification of destruction.

7.1. All rights, title, and interest in and to the Solution, including any updates or enhancements, are and shall remain the exclusive property of Viewz or its licensors.

7.2. All financial reports, statements, analyses, and deliverables prepared specifically for Customer using Customer Data ("Deliverables") shall be owned by Customer. Viewz may retain copies as required for regulatory compliance.

8.1. Viewz may change the Solution's architecture, layout, and features without notice, provided such changes do not cause errors, malfunctions, or performance degradation.

8.2. Service Suspension. Viewz may temporarily suspend the Solution if Customer's use threatens its operation or Viewz's ability to serve other customers. For non-emergency suspension, Viewz shall provide at least 24 hours' advance notice, limit the suspension in scope, and restore services promptly once the issue is resolved.

9.1. "Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. Customer's Confidential Information includes all financial records, statements, analyses, forecasts, business plans, and other sensitive business information provided to Viewz.

9.2. Confidentiality Obligations. The Receiving Party shall:

• Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;
• Not disclose any Confidential Information except to employees, agents, and contractors who have a need to know and are bound by equivalent obligations;
• Not use any Confidential Information outside the scope of this Agreement;
• Implement and maintain appropriate technical, organizational, and physical safeguards.

9.3. Duration. Confidentiality obligations shall continue for five (5) years following termination, except for trade secrets and financial records, which shall remain confidential for as long as required by applicable law.

9.4. Required Disclosure. If required by law or court order to disclose, the Receiving Party shall provide prompt written notice to the Disclosing Party and limit disclosure to what is legally required.

9.5. Return or Destruction. Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so.

10.1. Mutual Representations. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction; that execution and performance will not conflict with other obligations; and that it has full authority to enter into this Agreement.

10.2. Customer Warranties. Customer represents and warrants that it will use the Solution in compliance with all applicable laws; will examine all Customer Data for accuracy prior to submission; and is solely responsible for backup of Customer Data.

10.3. Viewz Warranties. Viewz warrants that the Solution does not and will not infringe third-party IP rights. If the Solution becomes subject to an IP infringement claim, Viewz may: (a) procure Customer's right to continue using the Solution; (b) replace or modify the Solution; or (c) if neither is possible, discontinue the Solution and credit Customer for fees paid for the remaining period.

11.1. No Warranty. To the extent permitted by applicable law, the Solution and Services are provided on an "AS IS" basis. Viewz expressly disclaims all express and implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.2. Limitation of Liability. In no event shall Viewz or its affiliates be liable to Customer for any indirect, incidental, special, consequential, or punitive damages. Viewz's total liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Customer to Viewz in the twelve (12) months preceding the event giving rise to the claim.

The limitations in Section 11.2 shall not apply to: (a) damages caused by willful misconduct and/or gross negligence; (b) damages caused by breach of confidentiality or data protection obligations; and/or (c) regulatory fines or penalties imposed on Customer as a direct result of Viewz's failure to comply with applicable laws.

12.1. Customer shall defend, indemnify and hold harmless Viewz and its directors, officers, and affiliates from and against any and all claims, damages, or expenses arising from Customer's breach of this Agreement.

12.2. Viewz shall defend, indemnify and hold harmless Customer and its directors, officers, and affiliates from and against any claims, damages, and expenses arising from a third-party claim alleging that the Solution infringes any intellectual property rights.

12.3. The indemnitee Party shall promptly notify the indemnitor of any claim. The indemnitor shall have the right, in its sole discretion, to defend and settle any such claim. Any settlement must be reasonably approved in advance by the indemnitor Party.

This Agreement shall commence on the effective date and continue for as long as the Customer maintains a paid license. Either party may terminate for convenience by providing thirty (30) days' written notice. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within fourteen (14) days of written notice. Upon termination, Customer shall immediately cease all use of the Solution, and any outstanding fees shall become immediately due and payable.

This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles. The competent courts of Tel Aviv shall have exclusive jurisdiction over any disputes arising from this Agreement.

15.1. Viewz shall comply with all applicable laws, regulations, and professional standards related to the provision of financial and accounting services, including financial reporting standards; tax laws; data protection laws applicable to financial information; and anti-money laundering requirements.

15.2. Viewz shall maintain all necessary licenses, certifications, and qualifications required to perform the financial services described in this Agreement.

15.3. Viewz shall promptly notify Customer of any regulatory inquiries, investigations, or proceedings related to the Services provided under this Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. Viewz reserves the right to amend this Agreement at its sole discretion with written notice to Customer. Neither party may assign this Agreement without the other party's prior written consent, except that either party may freely assign in connection with a change of control or M&A event. This Agreement does not create an employer-employee relationship between the parties.