Last updated: 07/05/2024

 

Introduction

1. Thank you for choosing products/services by RUBIXTAX Ltd. (the "Solutions")

2. The Solutions includes, among others, Rubitax Platform, RubiRobot, Rubiform Platform, and any service or product developed or provided by RUBIXTAX from time to time.

3. This Solutions assists businesses with digital corporate finance and tax solutions and other digital transformation solutions.

4. RUBIXTAX makes reasonable efforts and invests reasonable resources to provide you with a high-quality, useful, and up-to-date Solutions. However, if you encounter any problem, error, or mistake, or you have a question or comment, do not hesitate to contact us per the contact info below. We promise to address any message from you with the utmost seriousness.

5. This EULA constitutes a binding contract between RUBIXTAX and the entity using the Solutions (hereinafter – the "Client"). This EULA applies to all types of users and usage of the Solutions as well as to all types of devices by which the Solutions is used, including cellular devices.

6. Breach of the provisions of the EULA may result in Client's access to the Solutions being immediately blocked (without any advance notice); in addition to any other rights RUBIXTAX has under any applicable laws.

7. NOTE: Use of the Solutions is also subject to RUBIXTAX Privacy Policy, available in the following link: https://www.rubitax.com/privacypolicy. Any additional provisions not set herein shall be set and defined in a Statement of Work (hereinafter - the “SOW”) and/or Service Order (hereinafter - the “Service Order”). The Privacy Policy, the SOW, and the Service Order are an integral part of this EULA.

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This EULA is a Binding Agreement between the Parties

1. By clicking the "I Agree" button or using the Solutions, the Client agrees to be bound by the terms and conditions of this EULA, as amended from time to time.

2. If you do not agree to this EULA or any part thereof – do not use this solution or any part thereof.

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Scope of this EULA

1. Subject to the prior registration as a Client and full and timely payment of the agreed upon license fees and the terms and conditions set herein, RUBIXTAX grants the Client the sole right to use the Solutions for up to the maximum allowed number of Clients.

2. This license is revocable, non-exclusive, non-transferable, and limited by a pre-determined number of users to use the Solutions strictly for the Client's business purposes. The Solutions may be cloud-based Solutions, and downloading it to any local machine is prohibited.

3. The Client is not allowed to disclose his account details or password, nor is he allowed to reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Solutions, nor copy, sublicense, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise exploit the Solutions in any way not explicitly permitted herein, including making it available to any 3rd party.

4. RUBIXTAX, at its discretion, may offer additional features, modules, and/or services to some or to all Clients based on their characteristics, needs, or any other criteria. These features, modules and/or services may be conditioned upon and subject to other or additional license terms, including additional fee requirements.

5. The term "Client" in this EULA includes the Client using the Solutions, which RUBIXTAX shall approve upon registration. All Client's obligations per this Agreement shall also bind and apply to the Client's employees, managers, directors, agents, shareholders, and others acting on the Client's behalf.

 

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License Fees & License Term

1. Use of the Solutions is conditioned upon the Client timely paying the agreed upon License Fee for the entire License Term, as outlined in the online registration form (hereinafter – "Registration Form"), which is an integral part of this EULA, and/or in the SOW/Service Order.

2. All License Fees are non-refundable. Unless the Client provides RUBIXTAX with fourteen (14) days advance written cancelation notice, the License Term and the License Fees will automatically renew for subsequent periods as determined in the Registration Form and/or Service Order.

3. Failure by the Client to pay a fee or any part thereof on a timely manner, shall be considered a material breach of this EULA, and will automatically result in voiding the Client's right to use or access the Solutions.

4. Termination of this EULA shall not affect the rights and obligations of the Parties that accrued before the effective date of such termination, nor will it relieve the Client of full payment of License Fees due.

5. Upon any termination of this EULA, the Client shall immediately cease all use of the Solutions.

 

 

Retention of Rights

1. Unless expressly granted to the Client in accordance with this EULA, RUBIXTAX is the sole proprietor and reserves all copyrights, trademarks, tradenames, trade secrets, utility patents, design patents, and all other rights, title, and interest in and to the Solutions and/or any part therein, in Israel and abroad, including but not limited to all data and information uploaded by the Client to and/or using the Solutions or downloaded from there.

2. Unless required to provide its services hereunder or for technical, maintenance, or warranty purposes, RUBIXTAX will not utilize the Client's identifiable information uploaded to and/or using the Solutions.

3. If the Client suggests any new features, functionality, or performance for the Solutions that RUBIXTAX subsequently incorporates into the Solutions, RUBIXTAX shall be the sole proprietor of such new capabilities and the Client irrevocably waives any alleged right to payment for these capabilities if and in as much as such exists.

4. Any breach by the Client of RUBIXTAX proprietary rights in the Solutions shall be considered a material breach of this EULA and will automatically result in voiding the Client's right to use or access the Solutions without derogating from RUBIXTAX's rights under this Agreement and/or any other law.

 

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Restrictions on Use

1. The Client will not utilize the Solutions for any unlawful purposes, including but not limited to, infringing proprietary rights of others, money laundering, terror funding, tax evasion, misleading tax or other official authorities, etc.

 

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Representation Before the Israel Tax Authority (hereinafter – "ITA")

1. The Solutions may provide the Client with an option to receive certain data from ITA's systems. Such data transfer is technically available only subject to the Client appointing an official representative before ITA (hereinafter – "Representative"). A Client who wishes to appoint a Representative for the purpose of data transfer from ITA's systems and/or establishing an interface between the Solutions and these systems, must appoint a CPA, or a licensed Israeli lawyer, or a tax advisor, as Client's official Representative before ITA under section 236 of the Israeli Tax Ordinance and/or section 143a of the Value Added Tax Law and/or the Israel Bar Association Law and/or section 109a of the Real Estate Tax Law.

2. In order to utilize the option and when the Client is not a Representative by himself/herself, if and when available, of data transfer between ITA's systems and RUBIXTAX, RUBIXTAX will inform the Client about the identity of a 3rd party Representative, and the Client will be required to sign all relevant forms required to appoint such Representative.

3. By using the Solutions, the Client hereby confirms and authorizes the Representative to provide and transfer to RUBIXTAX all required information and data obtained from ITA and/or transmitted to ITA. RUBIXTAX will keep this information confidential and use it solely to provide the Client with the Solutions services, unless the Client uses a on-prem product from our Solutions.

4. The Client acknowledges that the Solutions is used for merely as a technical tool and does not impose on RUBIXTAX any duties towards the Client. The Client irrevocably releases RUBIXTAX from any and all legal, professional, ethical, or other duties which may apply due to such representation.

5. Any transmittal of data by and from the Solutions to ITA or vice versa, is subject to ITA's consent to receive, process and send such transmissions as well as to the compatibility of ITA's systems. RUBIXTAX shall not bear any responsibility for ITA's failure to do so nor the incompatibility of its systems; however, RUBIXTAX will reasonably notify the Client soon after any failure or delay occurs.

6. In addition, and due to ITA recent declarations with regard to assisting technology tools, the use of the Solutions will be solely in the responsibility of the Client.

 

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No Implied Warranty

1. The Client acknowledges that the Solutions merely provides a platform which simplifies the consolidation of data and the reporting process, provide automation for collection and transmission process of such data prepared by 3rd party, to and: from the ITA’s System, and:

1. It is not bookkeeping software or accounting service.

2. It does not provide any legal, accounting or tax advice, recommendation, or opinion nor any other professional advice, opinion or service.

3. It does not replace or constitute a substitute for CPA's, tax advisor's or tax attorney's services.

4. It does not monitor the accuracy, correctness or completeness of any financial data or tax reports uploaded or downloaded.

1. ​It is the Client's sole responsibility to evaluate the performance of the Solutions and determine whether it fits the Client's requirements, as well as to evaluate the accuracy, correctness or completeness of all data uploaded to, downloaded from or used with the Solutions.

2. The Client shall provide RUBIXTAX with complete, timely and accurate information, data and materials required by RUBIXTAX for the proper operation of the Solutions. The Client will be responsible for, and assumes the risk of, any problems, errors, or omissions resulting from the content, lack of accuracy, completeness, and consistency of all such information, data, and materials the Client has supplied.

3. Without limiting the generality of the foregoing, RUBIXTAX provides the Solutions AS IS. RUBIXTAX does not warrant that the Solutions (i) will meet the Client's requirements or any particular purpose; (ii) will operate in combination with other hardware or software systems; (iii) will be uninterrupted or error-free; (iv) will require or maintain ITA's approval; (v) will sync with ITA's systems, receive data from ITA or transmit data thereto; or (vi) is error free and/or all errors will be corrected.

4. Without derogating from the abovementioned, in no event RUBIXTAX, nor anyone acting on its behalf, be liable for any direct, indirect, incidental, special, or consequential damages, including without limitation damages for loss of profits, data, or use, incurred by the Client or any 3rd party, whether in an action in contract, tort or breach of statutory duty, even if it has been advised of the possibility of such damages.

 

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Technical Warranty

1. RUBIXTAX warrants that it will use commercially reasonable efforts to correct or provide a workaround for material errors in the Solutions that the Client can reproduce or demonstrate.

2. If RUBIXTAX is unable to make the Solutions operate in an orderly manner within a reasonable time considering the severity of the error and its impact on the Client, then Client shall be entitled to terminate its usage of the Solutions. Such termination will not release the Client from paying license fees for his actual use of the Solutions.

3. When using the Solutions, the Client may be required to utilize various software, hardware and firmware, Internet and communication networks, data transfer, cellular networks, cloud computing, etc., all provided and operated by others than RUBIXTAX (hereinafter—" 3rd Party Systems"). RUBIXTAX shall not bear any responsibility for the availability or proper activity, technical or otherwise, of such 3rd Party Systems.

 

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Limitation of liability.

1. Subject to local law and notwithstanding any damage that may be caused to you, the liability of Rubixtax and any of its suppliers within the provisions of this EULA agreement and your remedy in relation to the above, will be limited to the amount you have actually paid separately for Rubixtax's services and/or solutions to the maximum extent permitted by applicable law, in any case the supplier Its employees or licensees shall not be liable for any loss of profits, income, sales, data or costs of purchasing substitute goods or services, property damage, personal injury, loss of privacy, disruption of business operations, loss of business information or confidential information or any damage special, direct, indirect, incidental, economic, cover, punitive, special or consequential, in any way caused and whether arising from contract, tort, negligence or other theory of liability, arising from the installation, use or inability to use the software or otherwise in connection with a provision of the instructions included in this EULA, even if the Provider or its licensors or its affiliates knew of the possibility of such damages. Because certain countries and jurisdictions do not allow the exclusion of liability, but may allow the limitation of liability, in such cases the liability of the Provider, its employees, its licensors or its affiliates will be limited to the amount you paid for Rubixtax's services and/or solutions.

 

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Term & Termination

1. This EULA shall remain in effect if the User utilizes the Solutions.

2. Any breach of this EULA by the User will automatically and without prior notice may void the User's right to use the Solutions.

3. Termination of this EULA shall not affect the rights and obligations of the Parties that accrued before the effective date of such termination, nor will it relieve the User of full payment of license fees due.

4. Upon any termination of this EULA, the User shall immediately cease all use of the Solutions.

 

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Force Majeure & COVID-19

1. RUBIXTAX will be excused from performance of any warranty or other obligation under this EULA for any period during which, and to the extent that, there exist force majeure or causes beyond its reasonable control, and without its fault or negligence including without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics (including but not limited to COVID-19), communication line failures, power failures, etc.

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Severability

1. If any provision of this EULA is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

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Modifications & Updates to the Solutions & to the EULA

1. RUBIXTAX reserves the right to update, modify, suspend or discontinue, temporarily or permanently, the Solutions or any part thereof. RUBIXTAX may also, at its sole discretion, modify or replace the terms of this EULA at any time.

2. RUBIXTAX will provide the Client with at least 30 days' written notice prior to any new material changes in the Platform or in the terms of the EULA taking effect. Such notice may be by means of an online message upon the logging in to the Solutions.

 

 

Assignment of Rights

1. The Client shall not assign or otherwise transfer, in whole or in part, any of his rights or undertakings per this EULA. Any such attempted assignment shall be void and of no effect without the advance written consent of RUBIXATX, which will not be unreasonably withheld or delayed.

2. RUBIXTAX may assign or otherwise transfer, in whole or in part, any of its rights or undertakings per this EULA or to the Solutions, if this will not derogate from the Client's rights herein.

 

 

Governing Law

1. This EULA and all matters arising out of or relating to it shall be governed only by the laws of the State of Israel, and the competent courts of the Central District shall have exclusive jurisdiction over any dispute, controversy, or claim arising out of or in connection with the above.

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General Provisions

1. This EULA constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this EULA. This EULA shall not be modified or amended except by a written instrument signed by a duly authorized party representative.

2. RUBIXTAX's waiver of any default or breach of this EULA does not constitute a waiver of any other or subsequent default or breach by the Client.

3. The preamble and any section headers in this EULA are for convenience purposes only and shall not impact the interpretation of provisions.

4. Words of any gender used in this EULA shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural unless the context otherwise requires.

5. Any notice under this EULA shall be in writing and be deemed to have been delivered upon the date received by the recipient. An email is deemed to have been received on the reception date mentioned in the electronic acknowledgment of receipt.

 

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RUBIXTAX Ltd., Israeli Company no.: 516352952

Address;  Tel-Aviv, Israel

Email: info@rubitax.com