TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement ("Agreement") is entered into by and between Minogra Inc. ("Company," "we," "us," or "our") and the user ("User," "you," or "your") accessing or using the Minogra platform.

ARTICLE 1. ACCEPTANCE OF TERMS

1.1. By accessing, browsing, or using the Minogra platform ("Platform"), you acknowledge that you have read, understood, and agree to be bound by this Agreement and all applicable laws and regulations.

1.2. If you do not agree to these terms, you are prohibited from using or accessing the Platform.

1.3. This Agreement constitutes the entire agreement between you and Minogra regarding your use of the Platform.

ARTICLE 2. ELIGIBILITY AND USER ACCOUNTS

2.1. You must be at least eighteen (18) years of age or the age of legal majority in your jurisdiction to use the Platform.

2.2. You are responsible for maintaining the confidentiality of your account credentials and for all activities occurring under your account.

2.3. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.

ARTICLE 3. PROHIBITED CONDUCT

3.1. You agree not to:
   (a) Violate any applicable local, state, national, or international law;
   (b) Infringe upon intellectual property rights;
   (c) Submit false, misleading, or fraudulent information;
   (d) Attempt to gain unauthorized access to Platform systems;
   (e) Interfere with the proper functioning of the Platform;
   (f) Engage in fraudulent transactions;
   (g) Harass, threaten, or abuse other users;
   (h) Use automated systems without authorization.

ARTICLE 4. INTELLECTUAL PROPERTY

4.1. All content on the Platform, including but not limited to text, graphics, logos, images, audio clips, digital downloads, and software, is the property of Minogra or its content suppliers and is protected by international copyright, trademark, and other intellectual property laws.

4.2. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material without prior written consent.

ARTICLE 5. PURCHASES AND PAYMENTS

5.1. All purchases are subject to product availability and order acceptance.

5.2. Prices are displayed in the applicable currency and include applicable taxes unless otherwise stated.

5.3. The Company reserves the right to refuse or cancel any order for reasons including pricing errors or suspected fraud.

5.4. Risk of loss and title for purchased items pass to you upon delivery to the carrier.

ARTICLE 6. VOUCHERS AND GIFT CARDS

6.1. Vouchers and gift cards offered on the Platform are closed-loop, stored-value instruments redeemable only at the single issuing merchant — vouchers in person via QR code, gift cards applied at checkout via PIN. They are not redeemable at other merchants or for cash except where required by applicable law.

6.2. The purchase of a voucher or gift card is final and non-refundable. Closed-loop stored value is not exchangeable for cash and may be subject to value limits required to comply with applicable regulations; instruments exceeding permitted limits may be declined.

6.3. Buyer funds are protected by escrow. The Company collects its commission at the time of purchase and holds the merchant's portion in escrow with its payment processor until the instrument is redeemed. Unredeemed escrowed funds remain reversible, so that a merchant default cannot strand buyer funds.

6.4. Vouchers and gift cards are valid for five (5) years from the date of issuance, consistent with the minimum lifetime for prepaid value under the Israeli Consumer Protection Law, 1981.

6.5. Breakage. For any closed-loop voucher or gift card that reaches its legal five (5) year expiration date without being redeemed by the consumer, the remaining escrowed funds will be liquidated. Minogra will assess a 5% Breakage Processing Fee on the remaining balance, and the remaining 95% of the escrowed funds will be released directly to the Merchant's withdrawable balance as unfulfilled contract revenue.

ARTICLE 7. THIRD-PARTY SELLERS

7.1. The Platform operates as a marketplace connecting buyers with third-party sellers.

7.2. Each seller is independently responsible for their products, listings, and fulfillment.

7.3. The Company does not warrant the accuracy of seller listings or the quality of products sold by third parties.

ARTICLE 8. LIMITATION OF LIABILITY

8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MINOGRA, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

8.2. THE COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC TRANSACTION GIVING RISE TO THE CLAIM.

ARTICLE 9. DISCLAIMER OF WARRANTIES

9.1. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND.

9.2. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ARTICLE 10. INDEMNIFICATION

10.1. You agree to indemnify, defend, and hold harmless Minogra and its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, and expenses arising from:
   (a) Your use of the Platform;
   (b) Your violation of this Agreement;
   (c) Your violation of any third-party rights.

ARTICLE 11. GOVERNING LAW AND DISPUTE RESOLUTION

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

11.2. Any disputes arising under this Agreement shall be resolved through binding arbitration or in courts of competent jurisdiction.

ARTICLE 12. MODIFICATIONS AND TERMINATION

12.1. The Company reserves the right to modify this Agreement at any time with notice.

12.2. Continued use of the Platform following modifications constitutes acceptance of updated terms.

12.3. The Company may terminate or suspend your account at its sole discretion for violations of this Agreement.

ARTICLE 13. MISCELLANEOUS PROVISIONS

13.1. Severability: If any provision is found unenforceable, remaining provisions shall continue in effect.

13.2. Waiver: Failure to enforce any provision shall not constitute a waiver of that provision.

13.3. Assignment: You may not assign this Agreement without prior written consent.