GENERAL TERMS AND CONDITIONS

PLEASE READ THESE GENERAL TERMS AND CONDITIONS (the “GTC”) CAREFULLY. REGISTERING TO WESNAPP’S WEBSITE CONSTITUTES ACCEPTANCE OF THESE GTC. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS CONTAINED IN THESE GTC, THEN PLEASE DO NOT REGISTER TO THE WESNAPP WEBSITE.

1.          Definitions

In these GTC the following definitions shall have the meaning as described below:

1.1.  “Equipment” shall mean all equipment and any other materials which are in the possession of the Service Provider as declared by the Service provider during his registration to WeSnapp’s website, and/or any other equipment and materials which the Service Provider will be obligated to possess at his own expense, under any applicable Purchase Order;

1.2.  “Purchase Order” shall mean an order as shall be submitted by WeSnapp to the Service Provider from time to time, for the provision of the Services pursuant to the terms of these GTC;

1.3.  “Service Provider” shall mean a freelance contracting party to which WeSnapp may issue Purchase Orders for the provision of Services from time to time;

1.4.  “Services” shall mean photographic works for WeSnapp’s customers as shall be specifically indicated in each Purchase Order;

1.5.  “WeSnapp” shall mean WeSnapp Ltd.;

2.          Scope and Purpose

2.1.  Scope. These GTC shall apply to any agreements and/or Purchase Orders concluded between WeSnapp and Service Provider for the provision of the Services. Any and all commitments, understandings and agreements between WeSnapp and Service Provider regarding the Services, including any Purchase Order, shall be deemed to incorporate these GTC, and by entering into any such commitments, understandings and agreements, the Service Provider expressly acknowledges and accepts the applicability of these GTC and their incorporation therein.

2.2.      Deviations from the GTC. Any deviations from these GTC, unless they are made in writing and executed by duly authorized officer of WeSnapp shall be void and unenforceable.

3.          Account.

3.1.  In order to provide the Services, WeSnapp shall create an account (“Account”) for the Service Provider, to which the Service Provider will have access through WeSnapp’s website at www.wesnapp.io.

3.2.  The Service Provider shall provide WeSnapp with all the information, details and documents required for the opening and operation of the Account. Following the establishment of the Account, the Service Provider shall validate the Account, in accordance with WeSnapp’s instructions, and will provide supplementary information required in connection therewith, including the geographical location in which the Service Provider wishes to provide the Services.

3.3.  The Service Provider warrants that any information provided by him in the framework of these GTC and/or as part of the establishment of his Account shall be true, complete and accurate.

3.4.  WeSnapp shall provide the Service Provider with the access details to the Account. A unique username and password and/or code in order to access the Account will be assigned to the Service Provider, which the Service Provider may change from time to time (“Identification Means”). The Service Provider acknowledges and agrees that the Identification Means are confidential, personal and cannot be transferred to any third party. WeSnapp may make modifications to the Account and/or the Identification Means for regulatory, technical or security reasons.

3.5.  Service Provider shall be solely responsible for any activity in his Account, and must keep the Identification Means secure. Service Provider must notify WeSnapp in writing immediately of any breach of security or unauthorized access to or use of his Account.

4.          Conditional Offers; Purchase Orders

4.1.  WeSnapp may issue from time to time conditional offers for the provision of Services to Service Provider and to other relevant additional service providers (each an “Offeree”), as WeSnapp deems fit, which shall not be deemed as definitive offers (each, a “Conditional Offer”).

4.2.  In the event that Service Provider is capable and desirable of performing the Services detailed in a Conditional Offer in accordance with its terms, Service Provider shall express its acceptance to such Conditional Offer in accordance with WeSnapp’s instructions (“Conditional Acceptance”).

4.3.  Following a Conditional Acceptance, and subject to the terms of Section 4.4.  It shall be clarified that an Acceptance Notice shall only be applicable to the first Offeree to issue a PO Acceptance to WeSnapp and in such event all other Offerees shall not be entitled to issue PO Acceptance notices to WeSnapp.

4.5.  It shall be clarified that WeSnapp shall not be obliged to issue any Conditional Offers and/or Purchase Orders to the Service Provider.

4.6.  Each Purchase Order shall specify: (i) The date and time for the execution of the respective Services; (ii) Description of the Services; (iii) WeSnapp customer’s identity and location for the provision of the Services; (iv) General instructions; (v) The consideration and payment terms for the performance of the respective Services (“Consideration”).

4.7.  WeSnapp may, at its sole discretion, notify the Service Provider of a temporary suspension, rejection or cancellation of the Services up to 12 hours prior to the time set to any session under an applicable Purchase Order. In such event, the Service Provider shall not be entitled to receive any Compensation due to any unfulfilled Purchase Order.

5.          Deliverables

5.1.  After receiving the applicable Services deliverables, WeSnapp shall review such deliverables, and if WeSnapp finds, at its sole discretion, that such deliverables do not conform to the standards and requirements specified by WeSnapp, it may require that Service Provider will re-perform any part of the Services (“Re-Execution”). In such event, Service Provider shall bear all costs relating to such Re-Execution.

6.          Representation and Warranties of the Service Provider

6.1.  The Services shall be provided solely by the Service Provider. The Service Provider is prohibited from assigning any of his obligations or rights under this Agreement to any third party without the express prior written consent of WeSnapp.

6.2.  Service Provider represents and warrants that he is not under any pre-existing obligation, in conflict or in any way inconsistent with the provisions of this Agreement.

6.3.  Service Provider represents and warrants that he possesses the qualifications, experience, knowledge, skills and the ability to properly perform the Services.

6.4.  Service Provider will perform the Services in accordance with the highest standards prevailing in the industry, to the full satisfaction of WeSnapp, shall possess all Equipment during the Term and shall notify WeSnapp of any change in the Equipment in his possession or any material change in the Equipment’s condition.

6.5.  Service Provider shall fully comply with WeSnapp’s orders and instructions in connection with the provision of the Services.

6.6.  Service Provider shall perform the Services in compliance with all applicable federal, state or local laws or regulations, or the applicable foreign equivalents and in a manner that does not violate any of the rights of any third party.

6.7.  Service Provider undertakes to conduct and maintain, through a duly licensed and reputable insurance company, any insurance policy required by applicable law or as customary in the field of the Services.

6.8.  Service Provider undertakes that during the Term and anytime thereafter, he will not receive, by himself or by anyone acting on his behalf, any payment or any benefit, directly or indirectly, from anyone who operates, maintains or intends to maintain business relations with WeSnapp including WeSnapp’s customers.

7.          Compensation

7.1.  In consideration for the Services rendered by the Service Provider and subject to the full compliance with all of the Service Provider’s obligations under these GTC and any applicable Purchase Order to the full satisfaction of WeSnapp, the Service Provider shall be entitled to receive any undisputed amounts of the applicable Consideration according to the payment terms specified in each applicable Purchase Order, subject to the issuance of a report detailing the Services performed and a tax invoice by Service Provider.

7.2.  WeSnapp shall be entitled to deduct from the Consideration any sums that the Service Provider may owe to WeSnapp at any time.

7.3.  The Service Provider shall not be entitled to receive any reimbursement whatsoever for any expenses incurred by him in the performance of the Services unless otherwise approved in writing by WeSnapp.

7.4.  The Consideration shall be the sole and only payment that the Service Provider shall be entitled to receive from WeSnapp for the provision of the Services hereunder including with respect to any assignment of Intellectual Property (as defined below) under Section 7.5.  The Service Provider shall be solely responsible for and shall bear all liability with respect to payment of any and all taxes, levies, insurances, contributions and other liabilities, charges, dues or impositions applicable thereto, in all jurisdictions having authority to tax the Service Provider.

7.6.  WeSnapp shall have the right to withhold tax at source, unless the Service Provider has provided a satisfactory approval from the applicable tax authorities.

8.          Non-Compete, non-solicitation

The Service Provider represents and warrants that:

8.1.  he does not presently perform or intends to perform, during the Term, consulting, management or other services for, or engage in or intend to engage in an employment relationship with, companies whose businesses or proposed businesses in any way involve products or services which would be competitive with WeSnapp’s products or services (“Competitors”);

8.2.  he has the right to disclose and/or or use all information and/or data which the Service Provider has gained from third parties, and which the Service Provider discloses to WeSnapp or uses in the course of performance of the Services hereunder, without liability to such third parties under any applicable law; and

8.3.  he will not knowingly infringe upon any proprietary or other right of any former client, employer, partner or any other third party in the performance of the Services under this Agreement.

8.4.  During the Term (as defined below) and for a period of 12 months thereafter, the Service Provider shall not engage, directly or indirectly, as a shareholder, partner, joint venture, consultant, agent, distributor, dealer, sub-contractor, supplier, director, officer, employee or otherwise of any Competitor.

8.5.  The Service Provider agrees and undertakes that during its engagement with WeSnapp and for a period of 12 months thereafter, it shall not, including personally or in any business in which it may be an officer, director or holder of controlling interest in other company, without the prior approval of WeSnapp, solicit for employment any person who is employed by WeSnapp, or any person retained by WeSnapp as a consultant, advisor or the like who is subject to an undertaking towards WeSnapp to refrain from engagement in activities competing with the activities of WeSnapp, or was retained as an employee or a consultant during the twelve (12) months preceding termination of its engagement with WeSnapp.

9.          Intellectual Property

9.1.  WeSnapp shall be the sole and exclusive owner of any and all rights, title and interest in and to all photographs, information, data, drawings, designs, developments, improvements, techniques, diagrams and models, all whether or not covered by trade secrets, copyrights or other proprietary rights protection used or developed under these GTC, including for the removal of doubt any intellectual property developed by the Service Provider for WeSnapp or by WeSnapp in connection with or as a result of the provision of the Services (the “Intellectual Property”).

9.2.  The Service Provider hereby irrevocably transfers and assigns to WeSnapp, without additional consideration to the Service Provider, his entire rights, title and interest in and to the Intellectual Property developed or provided under this Agreement, all or any part thereof, including for the removal of doubt Intellectual Property developed by WeSnapp in connection with or as a result of the provision of the Services.

9.3.  WeSnapp shall be entitled to use the Intellectual Property without any restrictions and without any obligations to pay the Service Provider and/or anyone acting on his behalf any additional consideration in respect thereof, free of any obligation to pay any royalties.

9.4.  The Service Provider shall promptly execute any document required by WeSnapp in order to secure and/or register Intellectual Property in accordance with this Section 8, and hereby irrevocably designates and appoints WeSnapp and its representatives as his attorney-in-fact for the implementation of any action required for such purpose.

10.       Term and Termination

10.1.   These GTC shall remain in full force and effect until terminated by either party by providing a 90-days’ prior written notice to the other party (“Term”).

10.2.   If the Service Provider is in default of any material provision of these GTC or any applicable Purchase Order, and such default is not corrected within 14 days after receipt of a notice specifying the default, these GTC and any applicable Purchase order may be terminated immediately thereafter by WeSnapp. Nothing contained herein shall be construed to limit or waive any rights or remedies available to WeSnapp, or under applicable law by reason of any such failure or breach.

10.3.   The Service Provider shall not be entitled to any compensation with respect to any period after such early termination under the terms of this Section 10.4.   Notwithstanding the foregoing, the Service Provider’s obligations under Sections 11.       Relationship

11.1.   The Service Provider shall be at all times an independent contractor of WeSnapp, and no employment, agency or other relations shall exist, be implied or asserted as a result of his engagement thereby. The Service Provider shall comply, at its own expense, with the provisions of all applicable requirements and with all laws applicable to it, and shall pay and be solely liable for all taxes applicable to the Compensation hereunder.

11.2.   The Service Provider shall have no authority to bind WeSnapp by contract or otherwise without WeSnapp’s prior written consent and authorization.

11.3.   In the event that a court or any other authorized body shall decide, contrary to the representations set forth in this Section ‎11.3.1. The Service Provider shall indemnify WeSnapp for any direct expenses and/or damages incurred by WeSnapp as a result, including, but not limited to any legal expenses;

11.3.2. WeSnapp shall be entitled to set off the Excess Amount from the Consideration or any other payment due to the Service Provider according to this Agreement and/or according to the Judicial Decision

12.       Confidentiality

12.1.   The Service Provider agrees (i) to keep the WeSnapp’s Confidential Information confidential, with such care as it uses for its own confidential information, but at least reasonable care; (ii) not to disclose WeSnapp’s Confidential Information, in whole or in part, to any person or entity, unless requested to do so by WeSnapp, and (iii) keep in a safe place, and safeguard all Confidential Information exposed to or materials received from WeSnapp, and return them immediately upon its first demand, and delete or erase any Confidential Information which could not be returned (including any software backups) immediately following first demand, and provide WeSnapp with a written evidence of such action.

12.2.   The Service Provider shall immediately upon becoming aware of any unauthorised disclosure, misuse, theft or other loss of Confidential Information, give notice to WeSnapp.

12.3.   For the purpose of these GTC, “Confidential Information” shall mean any technical, business or other information related to WeSnapp’s actual or planned business, including but not limited to, know-how, inventions, data, drawings, designs, diagrams, software programs and their sources, processes, methods, formulae, prototypes and models, all whether or not marked as confidential and whether or not covered by patents, patent applications, copyrights or other proprietary rights protection, and trade secrets, agreements, documents, names of potential suppliers or customers, proposed business deals, reports, plans, market studies, surveys and projections, and any other information which is confidential or proprietary in nature.

12.4.   For the avoidance of doubt, the terms of these GTC and the terms of the applicable Purchase Order shall be considered as Confidential Information.

13.       Miscellaneous

13.1.   Non-Assignment. The Service Provider may not assign any of its rights and obligations hereunder without WeSnapp’s prior written consent. Any other purported assignment shall be null and void.

13.2.   No Waiver. No course of dealing or failure of WeSnapp to strictly enforce any term, right or condition of these GTC or the terms of the applicable Purchase Order shall be construed as a waiver of such term, right or condition.

13.3.   Governing Law. These GTC and the applicable Purchase Order shall be exclusively governed by and construed in accordance with the laws of the state of Israel, without giving effect to conflict of law rules. The competent courts in Tel Aviv shall have the exclusive jurisdiction in any dispute arising from these GTC or the applicable Purchase Order The parties agree not to bring any claim regarding such a dispute in any other court, and to waive unconditionally any objection to the laying of venue in the competent courts of Tel Aviv, including any claim of inconvenient forum. The application of the United Nations Convention on International Sale of Goods is expressly excluded, and does not govern these GTC.

13.4.   Publicity. Service Provider entitles WeSnapp to list the Service Provider as one of WeSnapp’s service providers.

13.5.   Headings. The headings used in these GTC and the Purchase Order are for reference purposes only and shall not be deemed to in any way affect the interpretation of any term or provision hereof.

14.  Ordering – The order is valid for one year only (12 months) (hereinafter – the expiration date). If the customer did not use the entire package that he ordered until the expiry date, he will not be able to use the package after the expiry date. This does not include promotions, benefits and discounts (hereinafter – the promotions) that Wesnapp publishes, which the relevant validator will indicate in the promotions themselves.