The second agreement signed is an agreement for the purchase of the system between the joint venture company and KSA. KSI stated that it had introduced the system to the founders and that the company had agreed to purchase the As Is system (clause 2 of the agreement) for ILS 500,000 plus VAT.
- The joint venture was actually established on May 10, 2018, and at a board meeting held on May 15, 2018, the parties agreed on the division of responsibilities between them as follows: Shmulik is responsible for the technological aspect, marketing and conversions; Keren is responsible for customer service and the content of the system's operations; Tzachi is responsible for collaborations, finances, community management, as well as the partner leadership program; And Yonat is responsible for service for lecturers, a nurturing program for lecturers, acceptance of new lecturers, and a schedule for courses (Appendix 35 to the Werber Evidence).
The Beginnings of the Conflict and the Turn of Events Until Werber's Announcement of the Cancellation of the Deal (Shortly After the Launch)
- According to Werber, in a meeting that took place between the parties on May 22, 2018, they understood for the first time that the reality was not as it was presented to them and that there were deficiencies in the system. This is after many complaints were received in the two weeks since the launch of the project, and malfunctions were discovered, when according to Werber, in the same meeting, Shmulik also informed them that there was a problem with the display to the lecturers regarding the fees to which they were entitled. The essence of the malfunction was that the lecturers were presented as customers who were also recruited by them, i.e., customers who had just left details on the project website and had not completed registration as subscribers to the site (and therefore did not become "paying customers"). Since according to the business model, marketers are only entitled to a commission for a customer who signed up and actually paid a subscription fee, this meant that marketing partners were presented with information that misled them into thinking that their expected commissions would be higher than their actual entitlement.
- On May 27, 2018, Shmulik sent an e-mail "a list of important things to focus on in order to move forward" and proposed a division of roles. From then on, there was a deterioration in the relationship between the parties, which was also reflected in the correspondence between them.
- On June 1, 2018, Werber asked that Froimovich "buy" their share of the venture in exchange for the amount Schurber had invested. This is what Werber wrote to Froimowitz (Appendix 41 to Werber's evidence at p. 505):
Shmulik and Keren,