Neema Terms and Conditions

Neema Shefa Israel, Ltd. ("Neema") provides a service for transferring funds (the "Service") through the Neema mobile application (the "Application"). These Terms and Conditions (these "Terms") together with the Neema Privacy Policy govern your use of the Service and Application. A current version of the Neema privacy policy is available at [www.getneema.com] (the "Privacy Policy"). In these Terms, references to the Service include the Application unless stated otherwise.

Please read these Terms carefully. These Terms are a legal agreement that govern your use of the Service. You must accept these Terms prior to using the Service. By downloading or using the Service, you signify your assent to these Terms. Changes may be made to these Terms from time to time. We will make reasonable commercial efforts to notify you of any updates to these Terms. Your continued use of the Service after receiving notice of such updates will be deemed acceptance to amended or updated Terms. If you do not agree to any of these Terms, please do not use the Service.

License. Subject to the terms and conditions hereof, Neema hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, license to use the Application and Service as set forth in these Terms. Neema may modify the Service at any time in its sole discretion, and has no obligation to maintain or support the Service or provide updates in respect thereof.

Registration. You must register with Neema in order to receive the Service. When you register, Neema will collect basic information, which may include your name, contact details, tax identification number, social security number, sex and date of birth. You are not required to provide all such details, but Neema may not provide the Service if you decline to provide such information. All such information must be correct and accurate. Inaccurate information raises the risk of transaction disputes. You agree to indemnify Neema from any costs from disputes due to your failure to provide correct or accurate information. We may also ask for additional information at our discretion to help verify your identity. You authorize Neema to retrieve additional information about you from third parties and other identification services. Any determination of whether you are eligible to use the Service or open a Neema account shall be at the sole discretion of Neema. Neema may periodically request further information to determine whether you continue to meet eligibility requirements for a Neema account. If you are a resident or citizen of certain jurisdictions, Neema may in its sole discretion impose additional requirements on you as necessary or recommended to comply with regulatory, tax or other requirements of such jurisdictions. You should not reveal your account information to anyone else. You agree to immediately notify Neema of any unauthorized use of your account or password. You are fully and solely responsible for all activity on your account, even if such activities were not committed by you. Neema will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Neema harmless for any improper or illegal use of your account, and any charges and taxes incurred, unless you have notified us that your account has been compromised, and have requested us to block access to it.

Representations. By using Neema, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the right, power, and ability to enter into and perform under these Terms; (c) all information in your Neema account will be accurate and correct, (d) all information you submit regarding a transfer will be accurate and correct and will represent a bona-fide transaction, and (e) you and all transactions initiated by you will comply with all applicable laws, rules, and regulations.

Transactions. You are responsible for providing accurate information in respect of any transaction or transfer. Neema shall have no responsibility or liability for the failure of any transaction or the transfer of any funds to an incorrect recipient to the extent the foregoing results from incorrect or inaccurate information you have provided.

Restrictions. Except as set forth expressly herein, you shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of the Application, (b) modify the Service or insert any code or product, or manipulate the Service in any way, (c) circumvent any security or access control features of the Service, or (d) sublicense your rights hereunder or provide the Service to any third party or permit any third party to use or benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform Neema in writing in each instance prior to engaging in the applicable activity.

Compliance with Law. Applicable law requires that Neema impose certain limitations on the amount of funds that can be transferred through the Service, the identity of any recipient of funds and the location to which any funds may be transferred. Neema may update such restrictions and limitations at any time in its sole discretion. In addition to transfers expressly prohibited by Neema, you shall not make any transfer of funds that violates applicable law and you shall ensure that all identifying information provided to Neema in order to effect a transfer shall be correct and true. You shall indemnify Neema in respect of any breach of this provision by you. In addition, by way of example only, you will not use Neema in connection with the purchase or sale of drugs, tobacco products, pornography, obscene or sexually oriented materials, alcohol, gambling or the sale of weapons. You represent and warrant that neither you nor any recipient of funds is located in a country that is subject to a U.S. Government or U.N. security council embargo, or that has been designated by the U.S. Government (or any other government) as a "terrorist supporting" country, and that neither you nor any recipient of funds is listed on any U.S. Government list (or the list of any other government) of prohibited or restricted parties. Neema reserves the right to not authorize or settle any transaction you submit which it believes is in violation of these Terms or applicable law, or exposes you, other Neema users, our processors or Neema to harm, including but not limited to fraud and other criminal acts. You hereby grant Neema authorization to share information with law enforcement about you, your transactions, or your Neema account if Neema reasonably suspects that your Neema account has been used for an unauthorized, illegal, or criminal purposes or any transfer violates these Terms or applicable law.

Intellectual Property. As between you and Neema, all right, title and interest in and to the Service and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing shall at all times remain with Neema or its licensors, subject only to the express license granted hereunder. Neema grants no rights in or to the Service except as expressly set forth herein. Neema does not request your feedback regarding the Service. Notwithstanding the foregoing, if you provide Neema with any feedback regarding the Service, Neema shall not be subject to any non-disclosure or non-use obligations in respect of such feedback, and may use such feedback in any manner it deems appropriate, including for commercial purposes and as part of its products and services.

Data and Privacy. Through your use of the Services, Neema collects certain data and information as set forth in the Neema Privacy Policy. By using the Services, you agree to allow Neema to track data concerning your use of the Services and use such data as further described in the Privacy Policy. Neema is not a data storage service, and makes no guarantees regarding the storage of any data. As further described in the Privacy Policy, Neema will disclose any data (including data that may personally identify you) as required by applicable law or regulation in any jurisdiction, in order to cooperate with any law enforcement investigation, or as may be required by applicable authorities in order for Neema to retain any applicable licenses or government consents to operate its business in the ordinary course.

Fees. In consideration for the performance of the Service, Neema will charge you an amount as Neema may notify you from time to time (the "Fee"). Neema may change the Fee at any time by providing you with prior written notice. Unless stated otherwise, the Fee does not include applicable taxes, government charges, transfer charges or any other amounts charged by the applicable authorities or financial institutions, which will be collected by Neema as applicable. You are responsible for any penalties or fines imposed on Neema by any authorities or financial institution as a result of your activities.

Disclaimer of Warranties. The Services are provided "As-Is". Neema expressly disclaims all implied and statutory warranties in respect of the Services, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Neema does not guarantee the Services will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of your equipment, systems or local access services, or (3) for previously scheduled maintenance.

Indemnification. You shall defend, indemnify and hold harmless Neema (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys' fees) which Neema may suffer or incur in connection with any claim, demand, action or other proceeding by any third party arising from or relating to any breach of your obligations, representations or warranties in these Terms. Neema may be represented in any such suit by counsel of its own choosing at its own expense.

Limitation of Liability. To the maximum extent permitted under applicable law, in no event shall Neema, its directors, officers, employees, agents or shareholders, be liable to you or any third party for any incidental, consequential, indirect, special or punitive damages, including loss of profits, loss of data or loss of business opportunities, arising out of or relating to the Services. In no event shall Neema's liability to you exceed the aggregate payments actually received from you by Neema in the 12 months preceding the applicable claim.

Term. The term of these Terms shall commence as of the date that you install the Application or commence use of the Services, and shall continue unless terminated by either party pursuant to these Terms. Neema may terminate these Terms at any time if you have breached any provision of these Terms or for any reason upon 10 days written notice. You may terminate these Terms at any time by ceasing all use of the Services. Upon any termination or expiration of these Terms, you will cease all use of the Services. Sections 7, 8, 10, 11, 12, 16 of these Terms shall survive any expiration or termination thereof.

Contact Information. You may use the following contact information to contact Neema: info@getneema.com or at 108 Levinsky St., Tel-Aviv, Israel, Central Bus Station, 4th floor, shop 4312.

Miscellaneous. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements or understandings between the parties, whether written or oral, regarding the subject matter hereof. Neema and you shall be deemed independent contractors, and nothing herein shall be deemed to create any employer-employee relationship between the parties or authorize you to make any representations, warranties or contractual obligation on behalf of Neema. These Terms may not be modified or amended except in a writing executed by both parties. A waiver of any default hereunder of any provision of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The rights and obligations of the parties to this Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. You may not assign any rights or obligations under these Terms; any attempted assignment shall be null and void. Neema may assign its rights or obligations hereunder to any third party that purchases all or substantially all of Neema assets or share capital, or that succeeds to Neema's business in respect of the Service. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. Neema may communicate with its users electronically and on-line and, as such, you consent to receive all communications and notices electronically from Neema (including through the Application) or to an email address or social media account that you have provided to Neema. All such communications or notifications shall be considered as having been provided in writing.

Disputes; Arbitration. You and Neema agree that, except as provided below, all disputes, controversies and claims related to these Terms (each a "Claim"), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the rules of arbitration of Israel . Except as otherwise set forth herein, you may seek any remedies available to you under applicable laws in an arbitration action. As part of the arbitration, both you and Neema will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. Except as otherwise provided in these Terms, (a) you and Neema may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator's decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND NEEMA WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be conducted in Israel, unless the parties agree in writing to video, phone and/or internet connection appearances. You and Neema agree that any arbitration shall be limited to the Claim between Neema and you individually. YOU AND NEEMA AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION. You and Neema agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of your or Neema's intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court's jurisdiction in lieu of arbitration.

The client declares that s/he or it is not a "US Person" for US federal income tax purposes.
A client that becomes a US person must notify Neema no later than 30 days from the date s/he or it became a US Person for US federal income tax purposes and the client's contract may be terminate upon such a notice.
It is the client's responsibility to determine whether s/he or it is a US Person. Failure to provide such information to Neema will be considered a breach of the contract.
If Neema becomes aware that the client is a US Person Neema has the right to terminate the client's contract.

Updated: October 1st, 2015