NSOF CONNECT LTD. - SOFTWARE END-USER LICENSE AGREEMENT

IMPORTANT - READ CAREFULY THE FOLLOWING END USER LICENSE AGREEMENT (THE "EULA") BEFORE INSTALLING, DOWNLOADING OR USING THE NSOF SOFTWARE (AS DEFINED BELOW). THE MOST CURRENT VERSION OF THIS EULA IS AVAILABLE AT HTTP://WWW.NSOFINSITE.COM/STATIC/PAGES/EULA.HTML.

YOU ALSO AGREE TO BE BOUND BY TERMS OF USE AVAILABLE AT: WWW.NSOFINSITE.COM/STATIC/PAGES/TERMS_OF_SERVICE.HTML, AND THE PRIVACY POLICY AVAILABLE AT: WWW.NSOFINSITE.COM/STATIC/PAGES/PRIVACY_POLICY.HTML.

By selecting the "I Agree" button below, or by installing or using the Software (as such term is defined below), you agree to be legally bound by this EULA. If you select "Cancel," the installation process will not proceed.

Do not install or use the Software until you have carefully read, understood, and agreed to this EULA. If you do not agree to this EULA, do not install or use the SOFTWARE. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

This EULA constitute the complete and exclusive statement of the agreement between you, or the company on whose behalf you are installing the software (either, the “User") and Nsof connect ltd. ("Nsof"), which supersedes any proposal or prior agreement, oral or written, and any other communication relating to the subject matter of these terms. This EULA applies to the Software, services, and any mobile applications, systems, servers, devices or other items related to the services of Nsof (collectively, the "Software").

DATA CONNECTIVITY AND CHARGES FROM SERVICE PROVIDER

IMPORTANT: In order to use the Software, the User must receive data connectivity services from User's service provider. The cost of the data connectivity service may vary among service providers; it is the User’s responsibility to review such costs and to determine whether User wishes to bear such costs or not. In particular, the User further understands that the cost of such data connectivity service may rise significantly when roaming internationally. Therefore, the User is advised to consider the cost of using the Software, depending on the User’s location at any particular time.

THE SERVICE

The Service enables you the ability to transact, through your mobile phone, with businesses and other vendors (the “Vendors”) located in your proximity from which you can order and pay for products and/or services offered by such Vendors through the Service, using your cell phone, credit card and other methods of payment (the “Service”).

To remove any doubt it is hereby clarified that Nsof only provides the platform for such transaction and is not a party thereto.

GRANT OF LICENSE

Nsof hereby grants the User a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge, license to download, install and use the Software on the User’s cell phone or PDA for the sole purpose of personally using the Software for the Services.

Nsof is entitled, without any liability, to refuse, restrict, limit, suspend and/or interfere or interrupt the Service or any part thereof, without any notice to the User for the repair, improvement, and/or upgrade of the Service or for any of the reasons for termination as mentioned below.

Nsof may, at its sole discretion and without any notice to the User, change the technical features of the Service and/or of the Software in order to keep pace with the latest demands and technological developments.

LICENSE EXCLUSIONS

The User may not make any use of the Software in whole or in part that is not expressly permitted by this EULA. The User shall not (i) sell, assign, rent, lease, distribute, market, disclose, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to, the Software or any part thereof, or (ii) undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Software or any part thereof.

The User acknowledges and agrees to use the Service solely for lawful purposes. In this respect the User may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for such User, (b) send any unsolicited commercial communication not permitted by applicable law, (c) use such User’s account or Service in any fraudulent way, or (d) expose any other user to material which is offensive, harmful to minors, indecent or otherwise objectionable.

PROPRIETARY RIGHTS

Nsof (or its third party providers) retains all title, right, copyright (and any other applicable intellectual property right) and interest in and to the Software, including all documentation, translations, enhancements, improvements or other modifications made to or derived from the Software.

PRIVACY; PASSWORD AND USER ID; INDEMNIFICATION

Nsof is committed to respecting the privacy and the confidentiality of the personal data of it’s Users. For more information on the privacy policy of Nsof, see www.nsofinsite.com/static/pages/privacy_policy.html. In order to operate the Service, the User receives a User ID and a password. The User agrees to notify Nsof in writing of any unauthorized and/or fraudulent use of User's User ID or password. The User agrees to indemnify, defend and hold harmless Nsof, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to the User in connection with the Service, from any and all claims, losses, damages and expenses (including reasonable attorneys fees) by, or on behalf of, the User or any third party user of the Service, relating to the Service, including use of the User’s User ID or password. Nsof will not be liable for any unauthorized or fraudulent use of the User’s User ID or password.

LIMITATION OF LIABILITY AND WARRANTY

TO THE FULLEST EXTENT PROVIDED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY THE USER. NSOF VENDORS, DISTRIBUTORS, THIRD PARTY LICENSORS, AND EQUIPMENT AND SERVICE PROVIDERS, IF ANY, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE. IN NO EVENT SHALL NSOF, VENDORS, DISTRIBUTORS, THIRD PARTY LICENSORS, OR EQUIPMENT MANUFACTURERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NSOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Software is being provided to the User free of charge. ACCORDINGLY, THE USER ACKNOWLEDGES AND AGREES THAT NSOF, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM THE USER OF THE SOFTWARE.

THE USER’S ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE IS TO UNINSTALL AND CEASE USE OF THE SOFTWARE.

EXPORT RESTRICTIONS

The User acknowledges that the Software may be subject to international rules that govern the export of software. The User agrees to comply with all applicable international and national laws that apply to the Software as well as end-user, end-use and destination restrictions issued by national governments.

TERMINATION

This EULA is effective until terminated. The User may terminate this EULA at any time by removing the Software from the User's system and destroying all copies of the Software. Unauthorized copying of the Software or otherwise failing to comply with this EULA will result in automatic immediate termination of this EULA and will make available to Nsof legal remedies. Upon termination of this EULA, the license granted herein will terminate and the User: (i) will cease any and all rights to use the Software, and (ii) will remove the Software from all, cell phones, networks and other storage media and destroy all copies of the Software in his possession or under his control.

The provisions in the paragraphs above labeled PROPRIETARY RIGHTS and LIMITATION OF LIABILITY AND WARRANTY will survive any termination of these Terms.

YOUR SUBMISSIONS

The User agrees that any content provided by the User in connection with the Site and/or the Service is provided on a non-proprietary, non-exclusive and non-confidential basis. Nsof shall be free to use or disseminate such content on an unrestricted basis for any purpose. The User acknowledges that User is responsible for such content, including its legality, and the User waives any "moral rights" in such content. The User may not submit or publish through Nsof any content that is libelous, defamatory, pornographic, an invasion of privacy, obscene, abusive, illegal, racist, offensive, harmful to a minor or an infringement on any intellectual property rights of a third party or would otherwise violate the rights of any third party. The User agrees to indemnify and hold Nsof, its affiliates and their respective directors, officers, employees and agents harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content the User submits, posts to or transmits through the Site.

MISCELLANEOUS

a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. (b) Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of Israel without giving effect to any principles of conflicts of laws thereof, and the eligible courts in the district of Tel Aviv shall have exclusive jurisdiction over all disputes between the parties. (c) User may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein without the express written consent of Nsof. Upon reasonable notice posted on www.nsofconnect.com, Nsof may assign or transfer this Agreement at its sole discretion. (d) If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.