5. Marketer's Statements The Reseller declares as follows: 5.1 The Reseller declares that he has the knowledge, experience, skills and ability necessary to perform the Services expertly and efficiently as specified in this Agreement, and that he has sufficient means, knowledge, experience, connections and skill for the purpose of locating, promoting, marketing and selling the Products. 5.2 That there is no legal and/or factual and/or legal impediment to entering into this Agreement and carrying out its provisions. In the event that such an impediment exists, the Reseller undertakes to notify the Company, in writing, of such impediment, immediately from the date of becoming aware of the existence of the impediment. 5.3 That he did not commit to any obligation contrary to any obligation under the agreement. 5.4 He is familiar with the law applicable to the Services, has all the necessary permits and licenses in connection with the performance of his obligations, and will act in accordance with any law and/or license. 5.5 that he has received all the data and information 5.6 that are necessary for the performance of the Services and its obligations, in accordance with the provisions of this Agreement, and that it is well acquainted with the Products, their nature and the provisions that apply to them. 5.7 Act in accordance with the instructions, guidelines, price list and procedures published by the Company and/or provided to it by the Company, as updated from time to time, all at its sole discretion. The marketer is not entitled to deviate from these provisions, and he undertakes to indemnify the company for any damage caused to it as a result. 5.8 The above is a fundamental condition of the Agreement and its breach is a fundamental breach of this Agreement. 6. Marketing of the products by the marketer 6.1 The Reseller undertakes not to misrepresent to the Reseller customers and to present only the services provided according to the products and specifications that will be provided to him by the Company. 6.2 The Reseller shall not use, directly or indirectly, the Company's logo and/or its name, unless it has received prior written approval from the Company. The marketer will indicate to the marketer's customers that he is not an employee of the company and that all his actions in the framework of marketing the products are the responsibility of the marketer and will refrain from presenting misleading data about the company and/or the products. 6.3 The Marketer will make use of advertising materials, in connection with the Products or the Company, which have been approved for use by the Company only. 6.4 For the avoidance of doubt, all expenses of the Marketer, including marketing and advertising of the Products, will be at the Marketer's expense only, and he will not be entitled to any payment for these expenses. 6.5 For breach of the Marketer's duty or misrepresentation by the Marketer under this Agreement – he undertakes to bear responsibility for any damage and/or expense and/or loss caused to the Company and/or the Marketer's Customer and/or any third party. The Company's indemnification will be made immediately upon its first demand, for any damage and/or expense and/or payment that it will be required to pay for an act and/or omission by the Company and/or anyone on its behalf, including for the incorrect and/or inaccurate presentation of the Products to the Customers and in any connection with the marketing of the Products, as well as for any damage and/or expense caused to the Company and/or anyone on its behalf to the extent that the Reseller does not fulfill any of its representations and/or obligations as stated in this Agreement. 6.6 The Reseller waives any claim and/or demand and/or claim against the Company in connection with the termination of an engagement and/or sale and/or cancellation of a transaction executed (subject to reimbursement of charges) in the event that it exercises its right to terminate its engagement with the Reseller customers for any reason, at its sole discretion. 6.7 In order to retain customers and/or operate the products, the Company may contact the marketer's customers, including taking any action required for the purposes of operation and/or providing a benefit and/or retaining the customer who qualifies the Company, all in accordance with its sole discretion 6.8 However, in no case will the Company contact the Marketer's customers for the purpose of marketing additional products or additional service letters without coordination with the Retailer 6.9 The above is a fundamental condition of the Agreement and its breach is a fundamental breach of this Agreement. 7. Consideration and Transfer of Payments 7.1 In exchange for the Marketer's Client, the Marketer will be entitled to receive from the Company a commission as detailed in Appendix A to this Agreement. (hereinafter: "Commission") all of this is subject to the fulfillment of all of the Marketer's obligations as stated in this Agreement. This consideration includes VAT. 7.2 The rate of commission for the marketer will be calculated from the amount of the final consideration actually received in the Company's account in respect of the marketer's customers. From this sum, the payments paid in respect of discounts, grants, refunds, claims of the marketer's customers or other benefits of equal monetary value that will be given to the marketer's customers (claims – if the marketer has chosen the track of participation in the claims to which Appendix A is appended) will be deducted, all as calculated by the Company and in accordance with its rules as they will be in effect from time to time. 7.3 It is hereby clarified that the Marketer's entitlement to receive the consideration is subject to the Company receiving from the Marketing Customer the consideration due to it in accordance with this Agreement in respect of the Products, on time and in order. 7.4 Notwithstanding the provisions of this Agreement, to the extent that the Company is compelled to provide services to the Reseller Client by itself and/or through anyone on its behalf of its choosing, due to complaints by the Reseller customers about the Reseller – the Company will deduct 20% of the consideration as stated in Section 7.1 above. 7.5 The Company will collect the consideration for the Products, which will be paid by the Marketer's customers by direct transfer to its bank account, or by way of credit clearing through the Company's terminal, or by means of payment of the bill from the bank account, in fixed monthly installments. 7.6 The Company will make an accounting with the Retailer, on a monthly basis, according to the Company's records. The company's records will constitute conclusive evidence of what is stated therein. 7.7 The Company has the right to determine as it sees fit the amount of the commission to be paid to the marketer for new products that do not exist in the appendix to the Company's price list, as the fees for new sales on existing products may change from time to time with the Company's 30 days' notice 7.8 The consideration will be paid to the Reseller during the term of this Agreement and after its termination, as long as the Reseller Customers' service letters are active and the consideration for them is paid to the Company in an orderly manner, and except in the event that the engagement in this Agreement is terminated due to its breach by the Reseller thereof. 7.9 The above is a fundamental condition of the Agreement and its breach is a fundamental breach of this Agreement. 8. Defining the Employment Relationship 8.1 It is clarified that there will be no employee-employer relationship between the Company and the Reseller and/or the employees on behalf of the Reseller and only the provisions of this Agreement and the derivative thereof will apply to this relationship. 8.2 It is hereby clarified that the Marketer and/or its employees are not entitled from the Company to payment of any benefits and social conditions prescribed by any law, including severance pay 8.3 In the event that the Company receives a claim and/or a demand based on an allegation that there was an employee-employer relationship between the Company and the Marketer, the Marketer undertakes to indemnify and compensate the Company for any damage and/or expense caused to the Company, including the tax authorities and the National Insurance Institute, immediately upon the Company's first demand. Retailer's signature: