1. Services Provided

1.1 Scope of Services

qFiber agrees to provide the following services (collectively, the “Services”) to the Client:

• Internet connectivity
• Managed network services
• IT consultancy
• Technical support and maintenance
• Other services and products as agreed with the client

1.2 Service Specifications

The detailed specifications, including the service levels, response times, and performance metrics, are provided upon agreement wit the client. Each service and product will evintually have it’s own specifications.

1.3 Updates

qFiber has the right to update, change, cancel, or discontinue the products and services provided upon prior notice to the clients.

2. Term and Termination

2.1 Term

This Agreement shall commence on the Effective Date and shall continue for an initial term of one year (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one-year periods (each a “Renewal Term”) unless either party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.

2.2 Termination for Cause

Either party may terminate this Agreement for cause if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

2.3 Termination for Convenience

The Client may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to qFiber.

3. Fees and Payment

3.1 Fees

The Client agrees to pay qFiber the fees for the Services as agreed upon. All fees are exclusive of taxes, which will be billed to and paid by the Client.

3.2 Payment Terms

Invoices will be issued monthly in arrears and are payable within forteen (14) days of the invoice date.

4. Client Responsibilities

4.1 Access and Cooperation

The Client shall provide qFiber with necessary access to its premises, equipment, and personnel to perform the Services. The Client shall also cooperate with qFiber in all matters relating to the Services and provide any necessary information and assistance.

4.2 Compliance

The Client shall comply with all applicable laws and regulations in connection with the use of the Services and shall not use the Services for any unlawful or prohibited purposes.

5. Confidentiality

5.1 Confidential Information

Each party acknowledges that it may have access to certain confidential and proprietary information of the other party (“Confidential Information”). Each party agrees to maintain the confidentiality of the Confidential Information and not to disclose it to any third party without the prior written consent of the other party.

5.2 Exclusions

Confidential Information does not include information that is (a) publicly available, (b) already known to the receiving party at the time of disclosure, (c) independently developed by the receiving party, or (d) rightfully obtained from a third party without breach of any obligation of confidentiality.

6. Warranties and Disclaimers

6.1 Service Warranty

qFiber warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.

6.2 Disclaimer

Except as expressly set forth in this Agreement, qFiber makes no other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

7. Limitation of Liability

In no event shall qFiber be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or use, incurred by the Client, whether in an action in contract, tort (including negligence), or otherwise, even if qFiber has been advised of the possibility of such damages. qFiber’s total liability for damages arising out of or in connection with this Agreement shall in no event exceed the total amount paid by the Client to qFiber under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

8. General Provisions

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Israel, without regard to its conflict of law principles.

8.2 Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the parties. If the parties are unable to resolve the dispute through negotiations, the dispute shall be submitted to binding arbitration in accordance with the local laws.

8.3 Amendments

This Agreement may only be amended or modified by a written agreement signed by both parties.

8.4 Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that qFiber may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

8.5 Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next-day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

8.6 Acceptance of service agreement

Granting qFiber permission to provide the service is an explicit approval by the client that they do accept this agreement.

8.7 Entire Agreement

This Agreement, including all Appendices hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties.