THIS SAAS AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU ("YOU" OR "CUSTOMER") AND LOOP CONNECT LTD. (A.K.A. ZENZAP) (“COMPANY”) (EACH, AS A "PARTY" AND COLLECTIVELY, AS THE "PARTIES"). BY CLICKING "VERIFY AND SIGN", OR OTHER SIMILAR BUTTON OR BY INSTALLING, ACCESSING AND/OR USING THE ZENZAP PLATFORM (“PLATFORM”) OR ITS RELATED SERVICE PROVIDED THEREUNDER, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS OF THE DATE OF ITS ACCEPTANCE BY YOU (THE "EFFECTIVE DATE").
BY AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU ALSO REPRESENT THAT YOU: (I) HAVE THE AUTHORITY TO ACT ON BEHALF OF AND BIND YOUR COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS; (II) ARE BINDING YOUR COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS "CUSTOMER" AND "YOU" IN THIS PARAGRAPH REFER TO SUCH ENTITY; AND (III) 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 LAW.
IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT OR DO NOT HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY DO NOT ACCEPT THIS AGREEMENT AND DO NOT ACCESS AND/OR USE THE PLATFORM OR ITS RELATED SERVICE.
1. Definitions. The following capitalized terms have the meanings set forth below:
1.1. "Feature" means any module, tool, functionality, or feature of the Service.
1.2. "Order Form" means the order form submitted by Customer for the purchase of the Service and any related service once the initial free use of the Service has expired or any usage allowance thereunder has been exceeded. The Order Form shall include relevant usage and volume parameters, as well as the commercial terms agreed between the Parties.
1.3. "Order Form Effective Date" means the date you submit the Order Form by way of clicking "download", "accept" or other similar link on the Order Form webpage.
1.4. "Service" means Company's software-as-a-service solution that enables employees to communicate and collaborate with each other through sending and receiving various types of media (e.g., text, photos, videos, documents, location and voice messages and other media formats).
1.5. "Subscription Scope" means any Service usage and/or limitations set forth in the Order Form.
1.6. "Initial Subscription Term" means the Service initial subscription period specified in the Order Form.
1.7. "Users" means an employee of Customer authorized to access and use the Service.
2. Subscription.
2.1. Access Right. Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right to remotely access (i.e. on a SaaS basis) the Service during the Subscription Term (as defined below), solely for Customer's internal purposes (meaning, not for resale) (collectively, the "Subscription"). Unless otherwise indicated, the term "Subscription" also includes any appliance and any manual or documentation provided or made available to Customer in connection with the operation of the Service ("Documentation"). Customer may use the Service subject to the use limitations specified in this Agreement and the respective Order Form and applicable laws and regulations. Customer shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Service, for ensuring their compatibility with the Service.
2.2. Additional Purchases. Purchases of access to additional Features and/or purchases of additional volume under the Subscription Scope (collectively, "Additional Purchases"), shall be made by mutually signed written addendum to the Order Form or by executing a new order form, in each case according to the pricing agreed between the Parties (or the pricing pre-agreed in the Order Form, if any). If Additional Purchases take effect during a Subscription Term, the Subscription Fees and the term will be prorated to be coterminous with said Subscription Term.
2.3. Account Setup. In order to access the Service, Customer is required to set up an administrative account with Company, by submitting the information requested in the applicable Service interface ("Account"), and each User may need to set up a user account (each, a "User Account", and references herein to the "Account" shall be deemed to include all such User Accounts if applicable). Customer warrants that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Customer shall be responsible and liable for all activities that occur under or in the Account. Customer shall be fully responsible and liable for any breach of this Agreement by a User. Any unauthorized access or use of the Service must be immediately reported to the Company.
2.4. Third Party Service Providers. The Service is supported by certain third party service providers over whom Company has no control and, Company hereby absolves itself of all liability in claims or damages that arise with respect to the provision, or lack thereof, of such services. For the sake of clarity, Company's Services are provided through use of a third-party hosting services provider selected by Company and accordingly the availability of the Service shall be in accordance with the Hosting Provider's then-current uptime commitments and ability to meet such commitment.
3. Support Services.
3.1. Company shall provide support and maintenance services in accordance with Company's then current service terms.
4. Subscription Fees.
4.1. Subscription Fees. Customer shall pay Company the Subscription fees specified in the Order Form (the "Subscription Fees"). Please be aware that your use of the Service may require and utilize internet connection or data access. To the extent that a third party service provider or carrier charges you for your internet or data usage, you agree to be solely responsible for those charges. To the extent Company engages any third party for the purpose of processing payments on its behalf, additional terms and conditions may apply, with which you will be solely responsible to comply (and ZenZap shall have no liability towards you for any interaction with, or use of, such payment processing service).
4.2. General. All Fees are payable and shall be invoiced, monthly, on an automatic basis through Company's third-party payment processing provider charging the credit-card that you provided as part of the account registration process. All payments shall be made automatically upon issuance of an invoice by Company or its payment processing provider and, in case of any issue with the card of record, such issue shall be resolved and the relevant fees shall be paid within thirty (30) days of issuance of invoice; and any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable law.
4.3. Suspension. Company reserves the right to temporarily suspend provision of the Service: (a) if Customer is overdue on a payment; (b) if Company deems such suspension necessary as a result of Customer’s breach under Section 5 (Subscription Restrictions); (c) if Company reasonably determines suspension is necessary to avoid material harm to Company or its other customers, including if the Service's cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Company’s control, or (d) as required by law or at the request of governmental entities.
4.4. Taxes. Amounts payable under this Agreement are inclusive of all applicable taxes except for taxes based upon Company's net income.
5. Subscription Restrictions. As a condition to the Subscription, and, in addition to any restrictions identified on an applicable Order Form, except as expressly permitted otherwise under this Agreement, Customer shall not do (or permit or encourage to be done) any of the following subscription restrictions (in whole or in part): (a) copy, "frame" or "mirror" the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Service; (d) modify, alter, adapt, arrange, or translate the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Service; (f) remove, alter, or conceal any proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (h) make a derivative work of the Service, or use it to develop any service or product that is the same as (or substantially similar to) it; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service; or (j) take any action that imposes or may impose (as determined in Company’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure or (k) breach or otherwise not comply with any applicable laws and/or regulations.
6. Messages. The Service may permit you to send messages to other Service users (“Messages”). You (and not Zenzap) are solely responsible for your Messages and the consequences of sending them, and you agree to hold us harmless, and expressly release us, from any and all liability arising from your Messages. You grant us a worldwide license to use, store, and reproduce your Messages for the limited purpose of facilitating sending them to your designated recipients (and we may also use the tools, software or services of third party service providers to facilitate the sending of Messages to your designated recipients). To the maximum extent permitted by law, you hereby consent to the foregoing. You represent and warrant that you own or have the necessary rights and permissions to use all of the Intellectual Property Rights (as defined below) in and to your Messages, and to grant the foregoing license to us. You retain all of your ownership rights in your Messages.
6.1. Prohibited Messages. You agree that you will not send, display, post, submit, publish or transmit a Message that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorized commercial communication; (ix) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (x) breaches this Agreement.
6.2. Spam. You agree not to, and will not, use the Service to send unauthorized commercial communications and you shall be solely responsible and liable for any such unauthorized communications.
7. Personal Data. To the extent that Customer needs a data processing agreement, Customer shall request Company to provide it with Company's Data Processing Agreement ("DPA") and shall return such DPA signed to Company as described therein.
8. Mutual Warranties. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the agreement to, and performance of, this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
9. Intellectual Property Rights.
9.1. Service. As between the Parties, Company is, and shall be, the sole and exclusive owner of all intellectual property rights in and to: (a) the Service and all related software and intellectual property; and (b) any and all improvements, derivative works, and/or modifications of/to the foregoing, regardless of inventorship or authorship. Customer shall make, and hereby irrevocably makes, all assignments necessary or reasonably requested by Company to ensure and/or provide Company the ownership rights set forth in this paragraph. Company shall be entitled, from time to time, to modify and replace the Features (but not material functionalities, unless it improves the material functionality) and user interface of the Service. Nothing herein constitutes a waiver of Company’s intellectual property rights under any law.
9.2. Feedback. If Company receives any feedback (which may consist of questions, comments, suggestions or the like) regarding any of the Service (collectively, "Feedback"), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and such shall be considered Company's Confidential Information. Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of the Feedback.
9.3. Analytic Information. Any anonymous information, which is derived from the use of the Service (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or Customer’s use, of the Service) which is not personally identifiable information [and which does not identify Customer] ("Analytics Information") may be used for providing the Service, for development, and/or for statistical purposes. Such Analytics Information is Company's exclusive property.
9.4. Customer Data. While using the Service, certain data, such as personal data or other data, will be made available and/or accessible to Company or the Service (the "Customer Data"). Customer hereby grants Company and its affiliates a worldwide, non-exclusive, non-assignable (except as provided herein), non-sublicensable (except to Company's subcontractors, if applicable), non-transferable right and license, to access and use the Customer Data, including without limitation for Company's provision of the Service and related services hereunder. As the exclusive owner of the Customer Data, Customer represents, warrants and covenants that to the extent the Customer Data includes any personally identifiable information, Customer has received and/or obtained any and all required consents or permits and has acted in compliance with any and all applicable privacy laws, including, without limitation privacy laws, as to allow us to receive, transfer and use the Customer Data solely in order to perform the Service. Company may however be required to disclose the Customer Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; or (b) to collect, store, transfer, and/or process the Customer Data through Company's affiliates, subsidiaries, third party service providers and vendors as reasonably necessary to provide the Service.
10. Third Party Components. The Service may use or include third party open source software, files, libraries or components that may be distributed to Customer and are subject to third party open source license terms. A list of such components is available upon request and may be updated from time to time by Company. If there is a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software. Company makes no warranty or indemnity hereunder with respect to any third party open source software.
11. Integration with Third Party Services. If the Customer integrates the Platform with third-party services ("Third-Party Services"), the Customer may selectively upload data, information and/or content from these Third-Party Services to the Platform ("User-Selected Data"). Customer hereby grants Company the right to collect, use, process, and store any such User-Selected Data in order to provide the Services. The Customer represents and warrants that they have all necessary rights, permissions, licenses and consents to collect and upload User-Selected Data to the Platform from Third-Party Services and to allow Company to use such User-Selected Data as permitted herein. The Customer is responsible for ensuring that their use of Third-Party Services and the Platform complies with all applicable laws and regulations.
12. Confidentiality. Each Party may have access to certain non-public information and materials of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the "Confidential Information"). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section12, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, use of, or reliance on, the disclosing party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement ("Permitted Use"). The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein; in any event, the receiving party shall remain liable for any acts or omissions of such persons. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing Party in writing of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing party in connection therewith. All right, title and interest in and to Confidential Information is and shall remain the sole and exclusive property of the disclosing Party.
13. DISCLAIMER OF WARRANTIES. Company represents and warrants that, under normal authorized use, the Service shall substantially perform in conformance with its Documentation. As Customer's sole and exclusive remedy and Company's sole liability for breach of this warranty, Company shall use commercially reasonable efforts to repair the Service. The warranty set forth herein shall not apply if the failure of the Service results from or is otherwise attributable to: (i) repair, maintenance or modification of the Service by persons other than Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Service; (iii) use of the Service other than in accordance with the Documentation; or (iv) the combination of the Service with equipment or software not authorized or provided by Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND THE RESULTS THEREOF ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY DOES NOT WARRANT THAT: (i) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICE WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 8 AND THIS SECTION 13, THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CUSTOMER'S HOSTING SERVICE OR ANY OTHER SERVICES PROVIDED BY THIRD PARTY SERVICE PROVIDERS. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY THIRD PARTY SERVICE PROVIDERS TO CUSTOMER.
14. LIMITATION OF LIABILITY. COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, PROFITS, DATA, OR DATA USE, OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; COMPANY'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO COMPANY BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO COMPANY UNDER THIS AGREEMENT (INCLUDING ITS EXHIBITS).
15. Term and Termination.
15.1. Term. This Agreement commences on the Order Form Effective Date and, unless terminated in accordance herewith, shall continue in full force and effect until for the duration of the Initial Subscription Term specified in the Partner Order Form (the "Initial Subscription Term") and any Renewal Subscription Term (defined below). Following such Initial Subscription Term, the Order Form shall automatically renew for successive Subscription Terms of equal length (each, a "Renewal Subscription Term", and together with the Initial Subscription Term, the "Subscription Term"), unless either Party notifies the other Party in writing of its intent not to renew the Order Form, not less than thirty (30) days prior to the expiration of the then-current Subscription Term.
15.2. Termination for Breach. Each Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within sixty (60) days after receipt of written notice specifying the material breach (except that for payment defaults, such cure period will be seven (7) days).
15.3. Termination for Bankruptcy. Each Party may terminate this Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (a) a receiver is appointed for the other Party or its property, which appointment is not dismissed within sixty (60) days; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief Law, which proceedings are not dismissed within sixty (60) days; or (d) the other Party is liquidating, dissolving or ceasing normal business operations.
15.4. Effect of Termination; Survival. Upon termination of this Agreement for any reason: (a) the Subscription shall automatically terminate, (b) Customer shall cease all access and use of the Service thereunder, and (c) Customer shall (as directed) permanently erase and/or return all Confidential Information of Company in Customer's possession or control. Following termination, all outstanding Fees and other charges that accrued as of termination, which become immediately due and payable, and if necessary Company shall issue a final invoice therefor. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement (including limitation of liability) shall so survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.
16. Miscellaneous. This Agreement, including the DPA (if applicable), the online Order Form, and any exhibits attached or referred hereto, represents the entire agreement between the Parties concerning the subject matter hereof, replaces all prior and contemporaneous oral or written understandings and statements, and may be amended only by a written agreement executed by both Parties. Any terms and conditions printed, or linked to, within any Customer’s purchase order which are in addition to and/or inconsistent with the terms and conditions of this Agreement, shall be of no effect, except for the terms contained in the Order Form which, if contradictory, shall prevail over the terms contained herein. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach shall not be deemed a waiver by that Party as to subsequent enforcement or actions in the event of future breaches. Any waiver granted hereunder must be in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable. Any use of the Service by an agency, department, or other entity of the United States government shall be governed solely by the terms of this Agreement. Company may use the trademarks, service marks, trade names, service names, logos or other brand designations of Customer in any promotional material or other public announcement or disclosure to state that Customer is a customer of Company. Except as stated otherwise herein, this Agreement is for the sole benefit of the Parties hereto and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by either Party in connection with a merger, consolidation, sale of all of the equity interests of such Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. Without derogating from and subject to the abovementioned, this Agreement will bind and benefit each Party and its respective successors and assigns. This Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts of the city of Tel Aviv-Jaffa shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction in order to protect its proprietary rights. Each Party irrevocably waives its right to trial of any issue by jury. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party. Company will not be liable for any delay or failure to provide the Service resulting from circumstances or causes beyond the reasonable control of Company including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, riot, acts of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Company. Notices to either Party shall be deemed given (a) four (4) business days after being mailed by airmail, postage prepaid, (b) the same business day, if dispatched by facsimile or electronic mail before 13:00 hour (Israel time) and sender receives acknowledgment of receipt, or (c) the next business day, if dispatched by facsimile or electronic mail after the hour 13:00 (Israel time) and sender receives acknowledgment of receipt. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.