General Terms and Conditions for Enterprise Customers — Emnotion LTD

August 2025

Table of Contents

1. SCOPE AND APPLICABILITY 
2. ORDER OF PRECEDENCE 
3. SERVICES 
4. EQUIPMENT
5. THIRD PARTY INVOLVEMENT
6. TRIAL
7. NO PARTNERSHIP OR AGENCY
8. FEES AND PAYMENT
9. RESPONSIBILITIES OF THE CUSTOMER
10. LIMITATION OF LIABILITY
11. OWNERSHIP
12. DATA PROTECTION
13. INDEMNIFICATION
14. WARRANTIES
15. TERM AND TERMINATION
16. CONFIDENTIALITY
17. MISCELLANEOUS

DEFINITIONS

For the purpose of the Agreement, the following terms shall have the following meaning, unless the context clearly requires otherwise:

”Affiliate”, means any entity linked to another entity within the meaning of Sections 1 and 268 of the Companies Law, 1999, State of Israel.

”Agreement”, means the Offer, these GTC, the Service Level Agreement, Documentation and/or any other written or electronic agreement between Emnotion and the Customer for the use of the Services and Equipment provided by Emnotion and any other document that is governing the contractual relationship between Emnotion and the Customer.

‘’Business Day’’, means a day other than Friday, Saturday or public holiday in Jerusalem, Israel.

“Customer” means a customer acting in the course of its commercial or professional activity, i.e., not a consumer as defined under the Consumer Protection Law, 1981 entering into a legal relationship with Emnotion.

‘”Customer Data”, means any information or data that is transmitted, created, collected, stored, processed or otherwise made available by Customer (and/or its Affiliates) to Emnotion (and/or its Affiliates) via the Services or Equipment, including any data or information that is transmitted, created, collected, stored, processed or otherwise made available by to Emnotion (and/or its Affiliates) through Customer’s, any of its Users’ or Affiliate’s use of the Services or Equipment.

”Documentation”, means any online guidelines or policies provided or made available to the Customer by Emnotion in connection with the Services and/or Equipment provided by Emnotion, including the documentation located at www.Emnotion.com

”Equipment”, means any certain hardware or equipment which are either leased or sold by Emnotion (or its Affiliates) to the Customer as expressly specified in the Offer.

“Fee”, means fees to be paid by the Customer to Emnotion which amount, and payment cycle is indicated in the Offer.

”Force Majeure”, means an unforeseeable event beyond control of Emnotion during the entire duration of Initial Term and any Renewal Term that cannot be remedied or avoided by the exercise of reasonable diligence, including without limitation: (i) war, (ii) terrorism, (iii) civil disturbances, (iv) government actions, (v) pandemics & epidemics, (vi) strikes, (vii) lockouts, (viii) labor disputes, (ix) natural disasters, (x) fire, (xi) explosion, (xii) computer, telecommunications, internet service provider, or hosting facility failures; (xiii) delays involving hardware, software, or power systems not within Emnotion possession or reasonable control or (xiv) other catastrophes.

”GTC”, means these General Terms and Conditions.

”Initial Term”, means the initial subscription term for which the Agreement between Emnotion and the Customer is concluded.

‘’Intellectual Property Rights’’, means any patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks, service marks, business names and domain names, rights in get up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extension of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world.

”Emnotion”, means Emnotion LTD.

“Offer”, means any offer made by Emnotion to the Customer that contains details of the goods and/or services to be supplied by Emnotion to the Customer and includes the corresponding Fees. Including but not limited to the sale of drones, the sale of meteorological data is included by this term.

”Party”, means Emnotion or the Customer individually, and ‘’Parties” means Emnotion and the Customer collectively.

”Renewal Term”, means the subscription term following the end of the Initial Term for which the Agreement is renewed.

“Services”, means the services provided by Emnotion, particularly meteorological measurement and forecast data as well as the provision of individual forecasts, software and consulting and other products provided by Emnotion.

“Service Level Agreement”, means the valid version of the Service Level Agreement concluded between Emnotion and the Customer.

”User”, means a natural person who was authorized by the Customer to use the Services of Emnotion and for whom an account was created and who obtained the credentials to access the Services of Emnotion.

1 SCOPE AND APPLICABILITY

1.1 These GTC govern the contractual relationship between Emnotion and the Customer particularly for the Services and/or the sale/ rental of Equipment.

1.2 Customer’s Affiliates may enter into a legal relationship with Emnotion either by (a) receiving the Services and/or Equipment under the same agreement as the Customer and the Customer will then be fully liable for the compliance of the Affiliates with the agreement and those GTC or (b) enter into an independent legal relationship directly with Emnotion which is governed by those GTCs. The latter is only valid with the express consent of Emnotion.

1.3 Emnotion does not acknowledge deviating, conflicting or supplementary general terms and conditions as well as general terms and conditions of purchase of the Customer; they will only become part of the Agreement if Emnotion has expressly agreed to their validity in writing.

1.4 These GTC shall also apply if Emnotion performs without reservation in the knowledge that the Customer's terms and conditions conflict with or deviate from these GTC.

1.5 Any deviations from these GTCs must the expressly stated in a written document signed by both Parties or in the Offer. However, Emnotion may amend these GTCs at any time by posting them at Emnotion designated website, currently located at Emnotion.com, and all such amended terms and conditions shall be deemed effective and binding as of the new effective date specified in the amended terms and conditions.

2 ORDER OF PRECEDENCE

2.1 If any provisions of the Offer, Service Level Agreement, Documentation, these GTC or other written or electronic agreement between Emnotion and the Customer conflict with each other, the following order of applicability shall apply:

• Emnotion’ Offers and Order Confirmations as well as amendments, adaptions or extensions of the Offer or the Order Confirmation validly agreed between the Parties,

• Documentation,

• Service Level Agreement,

• If applicable additional Limited Warranty Agreement,

• GTCs

3 SERVICES

3.1 Right of use

3.1.1 Subject to the Agreement Emnotion hereby agrees to make the Services available to the Customer under the applicable Offer. The Customer can benefit from this right of access on a non-exclusive and non-transferable basis (hereinafter referred to as the ‘’Right of Use»).

3.1.2 The Right of Use is limited temporally to the duration of the Agreement concluded between Emnotion and the Customer, spatially to the contractually agreed territory and factually to the purpose of the Agreement.

3.1.3 Neither the Customer and/or its Affiliates are entitled to any further rights in respect of the Services, besides as mentioned in Clause 3.1.1., such as copyright, patent, trademark, ownership or other usage that was not expressly mentioned in GTC, Offer, Service Level Agreement, Documentation or additional terms validly agreed between the Parties.

3.1.4 The Customer is obliged to obtain all the required permits, permissions or consents required by law, any landlord or any other party applicable to usage of Services.

3.2 Restrictions on the Right of Use

3.2.1 The Customer shall not undertake any of the following actions with respect to the Services and/or Documentation of Emnotion:

3.2.1.1 adapt, reverse engineer, create, copy, modify, create any derivative work of, disassemble, decompile, re-engineer, make error corrections to the Services or otherwise create, attempt to create, or permit, allow or assist others to create, the source code or the structural framework of the Services (this also applies to Equipment) in whole or in part;

3.2.1.2 copy, modify, translate, or create derivative works based on the specifications of Emnotion Services;

3.2.1.3 cause or permit any use, sub-license, assign, novate the benefit, display, loan, publication, transfer of possession or other dissemination of the Services or Documentation, in whole or in part, to or by any third party without Emnotion prior written consent;

3.2.1.4 remove, delete, obscure, or alter any proprietary notices or labels;

3.2.1.5 engage in any fraudulent, unlawful or illegal activity, violate any laws or violate the rights of any third party.

3.2.2 The Customer shall notify Emnotion as soon as it becomes aware of any unauthorized use of the Services by any person.

4 THIRD PARTY INVOLVEMENT

4.1 The Customer acknowledges that certain content and/or information that is available through the Services offered by Emnotion, specifically meteorological information may be subject to intellectual property rights of third-party providers (hereinafter referred to as ‘’Third-Party Information”).

4.2 The Customer acknowledges that Emnotion is not responsible or liable for its use of any Third-Party Information. The Customer ensures that the use of Third Property Rights by Customer and/or its Affiliates does not violate any intellectual property rights of others. In case Customer violates intellectual property rights of third parties and Emnotion is being made liable for this violation, Customer will hold Emnotion harmless (incl. attorney and court fees).

5 TRIAL

5.1 Emnotion may make available to the Customer certain Services on a trial basis (hereinafter referred to as the “Trial Service”). The Customer’s use of the Trial Service will be for a term specified in the applicable Offer.

5.2 Emnotion may discontinue any Trial Service at any time in its sole discretion. Emnotion provides the Trial Service to the Customer ‘’as is» and without any warranty or indemnity of any kind.

6 NO PARTNERSHIP OR AGENCY

Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or have authorize any Party to make or enter into any commitments for or on behalf of any other Party.

7 FEES AND PAYMENT

7.1 As consideration for the Services and/or Equipment to be provided by Emnotion, the Customer shall pay to Emnotion the Fees specified in the Offer.

7.2 Unless otherwise agreed between the Parties, the Fees due under invoices issued by Emnotion to the Customer shall be payable net cash within 10 calendar days after the issuance of such invoice. If the invoice will not be paid by the Customer within 10 calendar days, Emnotion has the right to suspend its services until the outstanding Fees will be paid by the Customer in full incl. the default interest.

7.3 If the Customer is in default after the expiration of the payment term indicated in Clause 7.2, Emnotion is entitled to apply the statutory default interest rate calculated daily and compounded monthly.

7.4 Unless otherwise agreed between the Parties, all Fees are non-refundable and no refunds shall be issued if the Customer is not using the Services and/or Equipment of Emnotion or is using them partially.

7.5 Emnotion has the right to adjust the Fees annually and/or at the beginning of each Renewal Term.

8 RESPONSIBILITIES OF THE CUSTOMER

8.1 The Customer shall:

8.1.1 co-operate with Emnotion in all matters relating to the Services;

8.1.2 use the Services of Emnotion solely for internal business purpose or the purpose indicated in the Agreement;

8.1.3 be responsible for the legality, quality, appropriateness and the accuracy of the Customer Data;

8.1.4 remain solely responsible for any use of the Services by its Users and be responsible for all Users’ compliance with Agreement;

8.1.5 make sure that the credentials for the Services are kept strictly confidential and not shared with any other person than those who have a need to know them (need to know basis);

8.1.6 promptly notify Emnotion of any breach of security or unauthorized use of its account with Emnotion;

8.1.7 be responsible for obtaining and maintaining any equipment, hardware, software, devices necessary to connect to, access or otherwise use the Services and/or Equipment.

9. LIMITATION OF LIABILITY

9.1 Emnotion shall exercise reasonable care and follow generally recognized principles of meteorological science and technology in the provision of its Services. The Customer acknowledges that, due to the multiplicity of factors affecting weather and climate, forecasts and reconstructions cannot achieve absolute accuracy, and deviations from the actual situation are unavoidable.

9.2 The Services of Emnotion constitute forecasts or reconstructions of historical weather/climate processes based on experience and probabilities. Such forecasts or reconstructions may deviate from the actual weather/climate situation and shall not be deemed a defect of the Services.

9.3 Emnotion shall have no liability whatsoever for any damages, losses, costs, or other consequences incurred by the Customer or any third party arising out of, or in connection with, the use of or reliance upon the forecasts, reconstructions, or any other Services provided by Emnotion.

9.4 The Customer shall make all weather- or climate-related decisions solely on the basis of official meteorological or climate forecasts and data issued by the competent governmental authorities of the relevant jurisdiction. The Services of Emnotion are provided exclusively as supplementary informational tools and shall not be relied upon as a substitute for official forecasts.

9.5 Nothing in this Section shall exclude or limit Emnotion’s liability for willful misconduct or for liability that cannot be excluded under applicable mandatory law.

9.6 The limitations of liability set forth herein shall apply mutatis mutandis to the liability of Emnotion, its legal representatives, and its vicarious agents.

10 OWNERSHIP

10.1 Emnotion retains all Intellectual Property Rights owned by it or its Affiliates. Customer acknowledges that – except for the Right of Use – no license grant or assignment, express or implied, with regard thereto is intended by, or shall be inferred from, the Agreement. Emnotion shall become and remain the sole owner of all rights in materials developed and produced by Emnotion employees, workers, co-workers, representatives, assistants and auxiliary person.

10.2 No unauthorized use of Emnotion materials or information is permitted by the Customer without the express prior written approval of Emnotion.

10.3 No rights are granted to the Customer hereunder other than expressly set forth herein.

10.4 This Section will survive any termination or expiration of Agreement between Emnotion and the Customer.

11 DATA PROTECTION

11.1 The Customer and Emnotion will process any personal data in accordance with any relevant laws included but not limited to the Federal Data Protection Act (BDSG) and the EU General Data Protection Regulation.

11.2 Personal data will be handled by Emnotion in accordance with Emnotion privacy policy. The Customer is liable for the lawfulness of the collection, processing and use of the personal data in accordance with any applicable data protection law.

11.3 Customer acknowledges that the current data protection policy of Emnotion can be retrieved under https://www.Emnotion.com/en/privacy-policy/

12 INDEMNIFICATION

12.1 The Customer shall indemnify and hold Emnotion including its directors, officers, employees, suppliers, agents, successors and auxiliary person harmless from and against all actions, claims, damages, costs, expenses or liabilities (including court and attorney’s fees) arising out of:

12.1.1 breach by the Customer or its Affiliates of any representation, warranty, covenant or obligation stipulated in the Agreement;

12.1.2 violation of applicable law by the Customer or its Affiliates;

12.1.3 negligent act, omission, or intentional misconduct of the Customer or its Affiliates.

13 WARRANTIES

13.1 Each Party represents and warrants to the other Party that the execution, delivery and performance of their contractual obligations (i) is within its corporate powers (ii) has been duly authorized by all necessary corporate action on such Party’s part (iii) does not and shall not contravene or constitute a default under and is not and shall not be inconsistent with any contract, agreement, or any other undertaking applicable to such Party.

14 TERM AND TERMINATION

14.1 The contractual relationship between Emnotion and the Customer is concluded for the Initial Term set forth between the Parties in the Services Offer.
14.2 The Initial Term shall renew automatically for subsequent terms (each referred to as the “Renewal Term”) unless the Customer gives a notice of termination to Emnotion not later than 3 (in words: three) months before the expiration of the Initial Period or Renewal Term.
14.3 Parties can terminate their contractual relationship with immediate effect for cause, including but not limited to the following cases:
14.3.1 in case of a material breach of the Agreement insofar as this breach was not cured by the breaching Party within 30 (in words: thirty) calendar days following prior written warning of the other Party.
14.3.2 if the other Party is insolvent or the opening of insolvency proceedings is rejected for lack of assets.
14.3.3 Emnotion, if the Customer is in default related to the payment of the Fees, and after written notice received by Emnotion, the Customer did not pay the outstanding amount within 10 (in words: ten) calendar days.
14.4 Any notice of termination must be given in writing.

15 CONFIDENTIALITY

15.1 The following definitions and rules of interpretation apply in this clause:
15.1.1 Representatives: employees, agents and other representatives of the Receiving Party or affiliated companies of the Receiving Party. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
15.1.2 Confidential Information: all confidential information (however recorded or preserved) disclosed or made available, directly or indirectly, in writing, electronically or orally by either Party (hereinafter referred to as the “Disclosing Party”) to the other Party (hereinafter referred to as the “Receiving Party”) its employees, officers, representatives or advisers, which may include without limitation:
A. Patent, pending patent or patent applications;
B. Trademark (incl. applications and pending applications);
C. Copyright;
D. Design (incl. applications and pending applications);
E. Trade secrets;
F. Proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of the Disclosing Party, including without limitation the Disclosing Party’s information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Disclosing Party provides regarding third parties;
G. Any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and/or the operations, processes, products, know-how, designs, trade secrets or software of the Disclosing Party;
H. Any information or analysis derived from the Confidential Information; and
I. All other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party.

But not including any information that:
A. Is or becomes generally available to the public (other than as a result of its disclosure by the Receiving Party or its Representatives in breach of this agreement);
B. Was available to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party; or
C. Was lawfully in the possession of the Receiving Party before the information was disclosed to it by the Disclosing Party.

15.2 Obligations of the Receiving Party
15.2.1 The Receiving Party shall keep the Confidential Information confidential and shall (and shall procure that its Representatives shall):
A. Not use or exploit the Confidential Information in any way except for the purpose of the Agreement;
B. Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by the Agreement;
C. Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the purpose of the Agreement (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);
D. Apply the same security measures and degree of care to the Confidential Information as the Receiving Party applies to its own confidential information, which the Receiving Party warrants as providing adequate protection from unauthorised disclosure or use;
E. Disclose the Disclosing Party's Confidential Information only to those of its Representatives who need to know this Confidential Information for the purpose of the Agreement, provided that it informs these Representatives of the confidential nature of the Confidential Information before disclosure; and
F. Remain responsible for these Representatives' compliance with the obligations set out in this Agreement.

15.2.2 Notwithstanding the above, the Receiving Party may disclose certain Confidential Information, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party as far as possible and permissible with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

15.3 Return of information and announcements
15.3.1 The Parties acknowledge and agree that as between themselves the Confidential Information and any copies thereof disclosed by the Disclosing Party to the Receiving Party hereunder remain the property of the Disclosing Party, and that nothing in this Agreement or in any disclosure made hereunder shall be construed as granting to the Receiving Party any patent, copyright or rights of use similar industrial property rights which may now or hereinafter exist in the Confidential Information.
15.3.2 At the request of the Disclosing Party, the Receiving Party shall promptly destroy, erase or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; and shall certify in writing the Disclosing Party that it has complied with the requirements of this clause. Excluded from this are routinely made backup copies of electronic data traffic and confidential information that must be archived due to mandatory legal provisions, for which the obligations from this non-disclosure agreement then continue to apply indefinitely.
15.3.3 If the Receiving Party develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any Confidential Information, the Receiving Party shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that Confidential Information has not been used or disclosed in order to develop or use that product or process.
15.3.4 No Party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party except as required by law or any governmental or regulatory authority.

15.4 Reservation of rights and acknowledgement
15.4.1 The Disclosing Party reserves all rights in its Confidential Information. No rights in respect of the Disclosing Party's Confidential Information are granted to the Receiving Party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement.
15.4.2 Except as expressly stated in this Agreement, the Disclosing Party does not make any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information.
15.4.3 The Receiving Party acknowledges that damages alone are not necessarily an adequate remedy for the breach of any of the confidentiality provisions of this Agreement. Without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the confidentiality provisions of this Agreement.
15.4.4 The Receiving Party shall be liable to the Disclosing Party for the actions or omissions of its Representatives as if they were the actions or omissions of the Receiving Party.

15.5 Term of confidentiality obligations
15.5.1 The obligation to keep Confidential Information confidential exceeds the term of the Agreement by five years.

 

16 MISCELLANEOUS

16.1 Amendments or additions to this Agreement must be made in writing. Electronic communications, including emails, shall be sufficient to satisfy this requirement, unless expressly excluded in these General Terms and Conditions or in the Offer.
16.2 The Clauses of those GTCs are severable and if any one or more such Clauses is determined to be invalid, illegal, or unenforceable, the validity, legality and enforceability of any of the remaining provisions or portions thereof will not be affected or impaired thereby and will nevertheless be binding between the Parties.
16.3 The contractual relationship between Emnotion and the Customer is governed in accordance with German Law, without regard to any rules of conflicts or choice of law provisions or international law that would require the application of the laws of any other jurisdiction, including but not limited to the United Nations Convention on Contracts for the International Sale of Goods (CISG). All disputes arising out of or in connection to the contractual relationship between Emnotion and the Customer shall have jurisdiction of the courts at the registered seat of Emnotion.
16.4 The Customer may not assign the Agreement without the express written consent of Emnotion.
16.5 Each Party may only offset its own claims against claims of the other Party and assert rights of retention if the claims of the offsetting Party or the Party rights of retention are either legally established, recognised by the other Party or the counterclaim is related to the goods or services invoiced. The Party exercising the offset or retention is free to assert excluded claims in court.