Overview & Purpose

CWS Israel acts as an authorized reseller of the Hoppier Platform, providing account management, billing, and first-line customer support services. The core functionality of the Debit Card Solution, including the Platform, card issuing, and fund management, is provided directly by Hoppier Inc.

These terms establish the foundation of our relationship and define the rights, obligations, and protections for both parties. We've designed this document to be comprehensive yet clear, ensuring you understand exactly what to expect from our partnership.

1. Definitions

To ensure clarity throughout this document, the following terms have specific meanings:

• "CWS Israel" or "we" or "us" means CWS Israel, an authorized reseller of the Hoppier Platform.
• "Customer" or "you" means the business entity or individual entering into this agreement.
• "Debit Card Solution" means the combination of CWS Israel's support and billing services and the underlying Platform provided by Hoppier Inc.
• "Hoppier" means Hoppier Inc., the underlying third-party service provider and platform operator.
• "Hoppier Terms" means the Hoppier Inc. Terms of Service, available at https://www.hoppier.com/terms, which are incorporated by reference into this Agreement.
• "Cardholder" or "User" means any individual authorized by Customer to use a debit card via the Platform.
• "Funds" means monetary value loaded by the Customer onto the Platform for distribution to Cardholders. All Funds are held and managed exclusively by Hoppier.
• "Platform" means the web-based interface and mobile applications provided by Hoppier for managing the Debit Card Solution.

2. Service Description and Acceptance of Terms

2.1. CWS Israel's Role as a Reseller

CWS Israel provides account management, billing, and first-line customer support services. The core functionality of the Debit Card Solution, including the Platform, card issuing, and fund management, is provided directly by Hoppier Inc. CWS Israel is an independent reseller and has no control over the operation, maintenance, security, or availability of the Hoppier Platform.

2.2. Acceptance of Hoppier's Terms

By accepting these Terms and Conditions, Customer acknowledges and agrees that its use of the Platform is subject to the Hoppier Terms. Customer agrees to be bound by the Hoppier Terms in their entirety. A breach of the Hoppier Terms shall be considered a material breach of this agreement.

2.3. Service Components Provided by CWS Israel

• Billing and invoicing for fees related to the Debit Card Solution.
• First-line customer support and assistance.
• Account setup and administration facilitation.

2.4. Account Setup

To use the Debit Card Solution, Customer must:

• Complete CWS Israel's registration process.
• Provide all business and identity verification documents as required by Hoppier for its compliance obligations.
• Fully comply with all "Know Your Customer" (KYC) requirements as mandated by Hoppier.

3. Platform License and Access

3.1. License Grant from Hoppier

The license to access and use the Platform is granted to the Customer directly by Hoppier, subject to the Hoppier Terms. CWS Israel does not grant or sublicense any rights to the Platform.

3.2. Access and Security

Customer shall be responsible for all activities conducted under its account, as further detailed in the Hoppier Terms.

4. Customer Responsibilities

4.1. Compliance

Customer shall comply with all applicable laws, regulations, and card network rules, as well as all responsibilities outlined in these Terms and the Hoppier Terms.

4.2. Card Distribution and Use

Customer is solely responsible for the management of Cardholders and the use of Funds, as detailed in the Hoppier Terms.

5. Funds Management

5.1. Disclaimer of Custody

Customer acknowledges and agrees that CWS Israel does not, at any point, hold, control, or have custody of Customer Funds. All Funds are loaded directly to, held by, and managed exclusively by Hoppier Inc. in accordance with the Hoppier Terms and applicable financial regulations.

5.2. Fund Loading, Expiration, and Withdrawal

All processes, timelines, and policies regarding the loading, distribution, expiration, and withdrawal of Funds are governed by the Hoppier Terms. CWS Israel has no liability or control over these processes. Any delays in fund withdrawals, including the 30-day processing time mentioned in the Hoppier Terms, are the responsibility of Hoppier.

6. Fees and Payment

Customer agrees to pay CWS Israel all applicable fees as specified in the Order Form. All payments are for the services provided by CWS Israel and for facilitating access to the Hoppier Platform.

7. Intellectual Property

All rights, title, and interest in the Platform and related intellectual property are owned by Hoppier, as detailed in the Hoppier Terms.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's proprietary information.

9. Data Protection and Privacy

Data processing, security, and retention are governed by the Hoppier Privacy Policy and the Hoppier Terms. Customer acknowledges that personal data will be processed by Hoppier as the primary data controller for the Platform services. CWS Israel may act as a data processor for the limited purpose of providing its support and billing services.

10. Representations and Warranties

10.1. CWS Israel Warranty

CWS Israel warrants that it will provide its direct services (account management, billing, and first-line support) in a professional and workmanlike manner.

10.2. Disclaimer of Platform Warranties

11. Limitation of Liability

11.1. Pass-Through Liability

CWS Israel's liability for any damages arising from the use, non-performance, or failure of the Hoppier Platform is strictly limited to the liability of Hoppier to the Customer under the Hoppier Terms. CWS Israel shall not be liable for any damages for which Hoppier is not liable under the Hoppier Terms.

11.2. Exclusion of Damages

In no event shall CWS Israel be liable for any indirect, incidental, special, or consequential damages, including lost profits or business interruption, arising from its own services.

11.3. Liability Cap

To the maximum extent permitted by law, CWS Israel's total aggregate liability arising from or related to its direct services under this agreement shall not exceed the fees paid by Customer to CWS Israel in the twelve (12) months preceding the event giving rise to the claim.

12. Indemnification

Customer agrees to indemnify, defend, and hold harmless CWS Israel and its officers, directors, and employees from any claims, damages, or losses arising from:

• Customer's or Cardholders' use or misuse of the Debit Card Solution.
• Customer's breach of these Terms or the Hoppier Terms.
• Any violation of laws or third-party rights by the Customer or its Cardholders.

This indemnification does not extend to claims arising solely from the gross negligence or wilful misconduct of CWS Israel.

13. Compliance and Regulatory Matters

13.1. Hoppier's Regulatory Responsibility

Customer acknowledges that Hoppier Inc. is the regulated entity responsible for all financial regulatory compliance, including but not limited to Anti-Money Laundering (AML), "Know Your Customer" (KYC), and sanctions screening (OFAC) as required by applicable law. CWS Israel has no role or responsibility in these compliance activities, other than facilitating the collection of information from the Customer on behalf of Hoppier.

14. Term and Termination

This agreement commences upon acceptance and continues as specified in the Order Form, subject to the termination provisions herein.

15. General Provisions

15.1. Governing Law and Jurisdiction

This agreement shall be governed by the laws of the State of Israel. Customer acknowledges that the Hoppier Terms are governed by the laws of the State of Delaware, and any disputes related to the Hoppier Platform may need to be resolved in that jurisdiction.

15.2. Entire Agreement

This agreement, together with the Hoppier Terms and any Order Forms, constitutes the entire agreement between the parties.

15.3. Third-Party Provider

The Debit Card Solution is dependent on the services of Hoppier Inc. CWS Israel is not responsible for any service interruptions, failures, or damages caused by Hoppier or any other third-party provider.

16. Contact Information

For questions, support, or notices regarding CWS Israel's services, please contact:

• CWS Israel
• 3 Pika St. Rishon Le'Zion, Israel
• +972 (03) 7228 451
• legal@cwsisrael.com
• https://www.cwsisrael.com