INFOGIN LTD. (“InfoGin” or “Licensor”)
GInWiz SOFTWARE AS A SERVICE AGREEMENT


The terms of this Agreement are valid as of February 2012

PLEASE CAREFULLY READ THIS SOFTWARE AS A SERVICE AGREEMENT (“AGREEMENT”) REGARDING THE SERVICE PROVIDED BY INFOGIN. BY CLICKING "I ACCEPT" AND ENTERING THE LICENSOR’S SYSTEM YOU (“YOU” OR “LICENSEE”) ACCEPT THIS AGREEMENT AND ACKNOWLEDGE YOUR AGREEMENT TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE, PLEASE DO NOT ENTER OR USE OUR SERVICES.

1. GENERAL

InfoGin offers access to its GinWizsoftware as a service solutions enabling Web-To-Mobile Content Adaptation capabilities (“SaaS”). This Agreement set forth the basis on which you are permitted to access and use the SaaS offered on our website which enable automatic and real-time optimal adaptation of your website. to any mobile device, regardless of the device type, without compromising the website’s richness and functionality

2. LICENSE GRANT

Subject to the terms and conditions of this Agreement, during the Term (as defined herein) Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, a limited, revocable, worldwide, non-exclusive, non-transferable, non-sub-licensable, license to access the SaaS for all legal uses contemplated by this Agreement (“License”).

Under the License, Licensee shall be given a user name and a password from InfoGin for logging into the SaaS.

3. CONTENT

3.1. Licensee’s website including any and all media, text, images, games, music, sounds, graphics, video, or other materials and content of any kind that Licensee makes available (by uploading or otherwise) on its website including any such content and materials which are generated, uploaded or otherwise made available by Licensee’s users or other third parties on Licensee’s website (collectively “Content”) are at Licensee’s sole responsibility. InfoGin may but is not required to back up any Content and is not responsible for any Content uploaded or otherwise made available by Licensee or by any of its user by means of the SaaS.

3.2. Licensee and/or its licensors are and shall remain the sole owners of all rights in the Licensee’s website and any Content thereon; however, by using the SaaS, Licensee hereby grants Licensor a worldwide, non-exclusive, royalty-free, non-transferable, non sub-licensable, limited license to use the Content solely in connection with the adaptation of Licensee’s website by means of the SaaS and for enabling Licensee’s use of the SaaS in accordance with this Agreement. Licensor may not distribute, sublicense, transfer or display the Content . For purpose of clarity, should Licensee subscribe to a Program under which Licensor and/or its Publishers shall be permitted to place Ads (as such terms are defined herein) on Licensee’s website, then Licensee grants Licensor a worldwide, non-exclusive, royalty-free, sub-licensable right to install, insert, publish or otherwise make available such Ads under the terms of the applicable Program. The above licenses granted by Licensee to/in the Content shall terminate upon the removal or deletion of the website or Content from the SaaS or the termination of this Agreement. UNDER NO CIRCUMSTANCES WHATSOEVER WILL LICENSOR BE LIABLE IN ANY WAY FOR ITS AUTHORIZED USE OF THE CONTENT, INCLUDING, WITHOUT LIMITATION, FOR ANY ERRORS OR OMISSIONS, OR FOR ANY INFRINGEMENT OF THIRD PARTY'S RIGHTS, LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE AND/OR DISPLAY OF ANY CONTENT TRANSMITTED, UPLOADED AND/OR OTHERWISE MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SAAS.

4. RESTRICTIONS ON USE

4.1. Licensee may not use the SaaS if (a) Licensee is not of legal age to form a binding contract with InfoGin, or (b) Licensee is a person barred from using the SaaS under the laws of the country in which Licensee is resident or from which Licensee uses the SaaS. Subject to applicable law, InfoGin may, in its sole discretion, refuse to offer the SaaS to any person or entity and change its eligibility criteria at any time.

4.2. Licensee represents and warrants that Licensee shall use the SaaS solely for lawful purposes and not for any purpose that is prohibited by this Agreement or under applicable law. Licensee shall be solely responsible for all of Licensee’s activity in connection with the SaaS. Without derogating from Licensee’s responsibility under any applicable law, and solely by way of example, Licensee shall not (and shall prohibit any third party to) either (a) take any action or (b) download, upload, submit, post, or otherwise distribute or facilitate distribution of any Content (as defined below) on or through the SaaS that:

a. is illegal, threatening, abusive, invasive of any person's privacy, harassing, defamatory, libelous, false, deceptive, fraudulent, misleading, untruthful, tortuous, obscene, offensive, pornographic, or otherwise inappropriate, as InfoGin may determine in its sole discretion;

b. violates any right of privacy or publicity, or other right of any person or entity, or any law or contractual obligation;

c. infringes any patent, copyright, trademark or other intellectual property right of any person or entity ;

d. constitutes unauthorized or unsolicited advertising, "junk" or bulk email;

e. contains any harmful or malicious software or computer codes, files or programs such as viruses, worms, Trojan horses or other harmful or destructive code or content that are designed or intended to damage, disrupt, interfere with, or limit, the proper functionality of any software or hardware used by InfoGin or any third party.

5. SUBSCRIPTION PROGRAMS; USER ACCOUNTS

5.1. Licensee shall register as a user and subscribe to the SaaS under one of the programs as elected by the Licensee (“Program”):

a. Free Subscription Program. Under the Free Subscription Program Licensee shall be granted access to the SaaS in accordance with the License above, free of charge. Under this Program, Licensee shall authorize Licensor to insert advertisements and sponsorship ads (“Ads”) onto the Licensee’s website as adapted through the SaaS.

b. Paid Subscription Program. Under the Paid Subscription Program, Licensee shall be granted access to the SaaS in accordance with the License above, subject to payment of applicable fees.

5.2. Licensor may discontinue or revise the terms of the Programs at its discretion, provided that discontinuance or changes to Paid Subscription Program shall be subject to ninety (90) days prior notice to Licensee.Failure to pay for Paid Subscription Program shall entitle Licensor to suspend and/or cancel Licensee’s account.

5.3. It is clarified that Licensee is entirely responsible for maintaining the confidentiality of his password and account information. Furthermore, any and all activities that occur under Licensee’s account are and shall remain under Licensee’s sole responsability. Licensee shall immediately notify Licensor of any unauthorized use of his account or any other breach of security. InfoGin will not be liable for any loss incurred as a result of a third party using Licensee’s password or account, either with or without Licensee’s knowledge.

5.4. “Unlimited pages” refers only to pages within the same domain of the same business, organization etc. In case you are a publisher or directory of business, you may only convert the pages within your own domain, and not those of the businesses published in your site.

6. FEES; PAYMENTS

6.1. Licensee shall pay Licensor the fees set forth in the Paid Subscription Program. Payment shall be remitted in accordance with the payment terms of the Program. Payment shall be made in US dollars by valid major credit cards, electronic fund transfer and/or through other means as permitted by InfoGin from time to time (such as, PayPal or other providers of payment processing services). When Licensee provides credit card information, Licensee authorizes Licensor to charge such credit card for all services for the Term and any renewal term(s), in accordance with this Agreement.

6.2. Once paid, subscription fees are non-refundable. Notwithstanding the foregoing, the first thirty (30) days subscriptions fees shall be refunded upon receipt of written notification of your cancellation of the subscription within thirty (30) days of the original purchase. Thereafter, subscriptions shall be cancelable at any time upon your written notification to us, but you shall not be entitled to refund for any subscriptions fees charged through the end of the month in which your termination occurs. You shall not be charged for any subsequent subscription fees as of the following month.

6.3. All prices and rates displayed through the Program include VAT (as applicable), unless expressly provided otherwise. Licensee is solely responsible for payment of any taxes associated with the acceptance of the License and use of the SaaS. If any such taxes are required to be withheld, Licensee shall pay an amount to Licensor such that the net amount payable to Licensor after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement. If Licensor has the legal obligation to pay or collect taxes for which Licensee is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Licensee

6.4.Licensee represents and warrants that (i) all credit card information provided by Licensee is true, accurate and complete in all respects; (ii) Licensee is the legal owner of the credit card used in connection with the SaaS or Licensee have been granted by the owner of a valid credit card an express permission to use such credit card to subscribe to the SaaS; and (iii) Licensee will be solely liable for, and indemnify and hold harmless, InfoGin, its affiliates, and their respective officers, directors, employees, and agents from any claims, losses, damages, and expenses (including reasonable attorneys' fees) relating to an unauthorized use of a third party’s credit card by Licensee.

7. THIRD PARTY ADS

Under certain subscription Programs InfoGin shall have the right to insert, display, publish or otherwise make available on Licensee’s website certain Ads generated by third parties advertisers (“Publishers”). Placement of Ads and any compensation to be paid to InfoGin, Publishers and/or Licensee and additional terms in connection with the placement of such Ads shall be subject to InfoGin Ads Placement Terms and Conditions.Publishers shall be required to accept such terms and conditions in connection with placements of their Ads. For avoidance of doubt, InfoGin disclaims any responsibility and/or liability whatsoever for any damages resulting from Publisher’s Ads and/or any other non-InfoGin materials.

8. THIRD PARTY COPYRIGHT

InfoGin reserves the right to remove any Content (including Ads) alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, InfoGin will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Website is: support@GinWiz.com

9. LINKING

The SaaS may contain links to third-party websites or resources. Licensee acknowledges and agrees that InfoGin is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by InfoGin of such websites or resources or the content, products, or services available from such websites or resources. GinWiz reserves the right to promote the Licensee website in any way

10. CONFIDENTIALITY

During the term hereof, each party may have access to certain non-public proprietary, confidential and/or trade secret information or data of the other party, regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (together, the “Confidential Information”). Confidential Information shall exclude any information that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of or reference to the Confidential Information. The receiving party agrees: (a) not to disclose the disclosing party’s Confidential Information to any third parties other than to its, directors, officers, employees, advisors or consultants (collectively, the “Representatives”) on a “need to know” basis only and provided that such Representatives are bound by written agreement to comply with the confidentiality obligations as protective as those contained herein; (b) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; provided that the foregoing, shall not prohibit Licensor from using Licensee’s data in aggregate form; (c) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if receiving party is required by legal process or any applicable law, rule or regulation, to disclose any of disclosing party’s Confidential Information, then prior to such disclosure, receiving party will give prompt written notice to disclosing party so that it may seek a protective order or other appropriate relief. The parties' obligations with respect to Confidential Information shall expire five (5) years from the date of termination of this Agreement, unless a longer period of protection applies under applicable law, either as trade secret information or otherwise. For avoidance of doubt, the Licensor System and all designs, engineering details, and other technical, financial, marketing, commercial and other information pertaining to the Licensor System shall be considered Confidential Information of Licensor. Licensee Information shall be considered Confidential Information of Licensee. In addition, the Software may include integration with third party software which software shall be considered Confidential Information of its licensor.

11. PRIVACY POLICY

All conduct and communications in connection with this Agreement or the use of the SaaS are governed by Licensor's Privacy Policy . By accepting this Agreement, Licensee acknowledges that it has read the Privacy Policy and that Licensee agrees to the terms set forth therein. This is a precondition to the rights granted pursuant to this Agreement. Licensee hereby acknowledges and agrees that in the course of providing access the SaaS, Licensor may, subject to applicable laws, process or store statistical data related to Licensee’s website and users thereof. Such foregoing usage shall be done solely by Licensor to the extent necessary in connection with provision of the SaaS and in any event shall not be considered a breach of Licensor's confidentiality duties herein. Within 30 days of termination or expiration of this Agreement or request thereof, all Licensee information and any copies thereof shall be removed from the SaaS. Licensor may refer to Licensee as a customer in press releases or for marketing purposes. InfoGin may automatically offer for download and install updates to and for the SaaS from time to time. This updates are designed to improve and enhance the SaaS and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. Licensee agrees to receive such updates and permit InfoGin to deliver this as part of the SaaS.

12. DISCLAIMER OF WARRANTIES

Licensee acknowledges that the adaptation of Licensee’s website by using the SaaS is based on information, data, requirements and content provided by Licensee on its website. Licensor does not provide Licensee with any warranty whatsoever, neither on behalf of itself nor on behalf of any Publisher or any other party, with respect to the Licensee website, its use or any part thereof. It is hereby made explicitly clear that Licensor shall not be held responsible for any acts and/or omissions on the part of Licensee or any other website owner including without limitation discontinuation of services or availability of the website or Content or changes in the website’s technology, business model or terms of use. It is further understood and agreed that Licensor does not intend and will not be required to edit or review for accuracy or appropriateness any information and/or Content on Licensee’s website or provided by Licensee. LICENSOR PROVIDES THE USAGE OF THE SAAS TO LICENSEE ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SAAS OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. INFOGIN FURTHER DISCLAIMS ANY WARRANTY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND INFOGIN WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN LICENSEE AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, LICENSOR WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SAAS AND/OR THE LICENSOR SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHERWISE, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY LICENSEE HEREUNDER AND IF NO SUCH FEES ARE APPLICABLE THEN LICENSOR’S AGGREGATE LIABILITY SHALL NOT EXCEED 100$. THE FOREGOING SHALL NOT LIMIT LICENSEE’S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES; PAYMENT).

EXCLUSIONS

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

15. INDEMNITY

You agree to defend, indemnify and hold harmless InfoGin, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including reasonable legal fees) arising from: (i) your use of and access to the SaaS; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive the expiration of your use of the SaaS.

16. TERMINATION

The License granted to you shall remain in effect until otherwise terminated as set forth herein. Without prejudice to any other rights, your right to access and use the SaaS automatically terminates if you fail to comply with any material provision of this Agreement. InfoGin may terminate your License at any time with or without prior notice and you may terminate the License at any time by stopping your use of the SaaS. Upon termination of the License for any reason whatsoever, you will immediately cease use of the SaaS and return all Confidential Information to InfoGin. All parts of this Agreement which by their nature are intended to remain in effect following termination shall survive any termination of the License and this Agreement. You acknowledge that if you terminate this License at any time after the first thirty (30) days following the day you subscribed to a Program, you will be responsible for any and all fees and charges applicable to your account through the end of the month in which your termination occurs, whether or not you in fact use the SaaS during such month.

17. SSL

The Secure Sockets Layer (SSL) is a commonly-used protocol for managing the security of a message transmission on the Internet. SSL protocol and certificate services provided by GinWiz for any website supports SSL. Secure Sockets Layer uses a cryptographic system that encrypts data with two keys − a public key known to all users and a private or secret key known only to the recipient of the message. Many websites use the protocol to obtain confidential user information, such as credit card numbers. By convention, URLs that require an SSL connection start with https instead of http. Secure Browsing (https) is an opt-in security feature. When accessing a website with SSL, your traffic on GinWiz becomes encrypted, making it harder for anyone to access your information without your permission. SSL is an industry standard security technology for establishing an encrypted link between a Web server and a browser, and is used by millions of Websites to protect their online transactions with their customers.

17.1. In order to facilitate secure mobile site service for websites secured with SSL, GinWiz establishes a secure two ways communication gateway between the mobile device and the website, in order to adapt the content accordingly to the device capabilities and screen size. After adapting the information, all data is secured erased from our servers. This way, the user’s authentication details are securely delivered, from the device to GinWiz servers by SSL and then again used securely via SSL with the target website. As well as enabling the users a better browsing experience by adapting the content according to their device.

When users choose to access a secured SSL website, they will be prompted to confirm continuing surfing as follows: Security Notice:

You are trying to access a secured communication session. By clicking "Continue" you agree that any information you provide may not be fully secured. By clicking "Surf Directly" you will be routed out of this service and linked directly to the website you are trying to access. Note that for secured forms, you may be requested to reenter the information. For returning to the previous page use the 'Back' function of your device.

18. RESELLER PROGRAM TERMS

The reseller must agree to the GinWiz terms of use. GinWiz provides a one month of free on-air availability after a new site (domain) is published, during which the reseller can settle with the client, and before any payment is due. After the first free month, charging is automatic. No activation is needed. Charges can be stopped on a site by deleting the site from the My Sites page. When the first site is created, the reseller signs up and provides credit card details. Each new site is then charged without having to enter the payment details again. A site starts to be charged only from the second month and on. The reseller can stop additional charges on a site at any time (for example, if the sale to the customer did not go through) by just deleting it from the My Sites page. Once a site is deleted, no further charges accrue for this specific site. As long the mobile site exists in the My Sites page, it is charged. The reseller is notified about this policy upon publishing a new site – a popup appears with the explanation. Unlimited pages refers only to pages within the same domain of the same business, organization, etc. If you are a publisher or business director, you may only convert pages within your own domain, and not those of businesses published in your site. No limitation to the number of sites a reseller can create. Additional option in Page Settings to remove "Powered by GinWiz" from the page footer.

19. GENERAL TERMS

This Agreement, together with the Privacy Policy and any other legal notices published by InfoGin on its website shall constitute the entire agreement between you and InfoGin concerning this website and the SaaS. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and InfoGin's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. This Agreement is governed by the laws of the State of New York, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the courts of New York. Except for indemnification under this agreement, ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SAAS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. You may not transfer or assign your rights or obligations under this Agreement to any third party without the prior written approval of InfoGin. InfoGin may assign this Agreement in whole or in part at its discretion. InfoGin reserves the right to change this Agreement, upon notice to Licensee either directly through Licensee’s account