The use and Provisions of the Services (products, software, services) of SphereUp are subject to the Terms of Service (”TOS”) hereunder. By using the Services, you signify your irrevocable acceptance of the TOS. You also agree to ensure that anyone who uses this Services on your computers and/or other devices, including without limitation your employees or on your behalf, also abides by the TOS.

By ticking the ”I accept these terms...” checkbox of the TOS or by installing, copying or actually using the Services, you understand and agree that SphereUp will treat your use of the Services as acceptance of the TOS from that point onwards.

If you agree to the terms, you should print off or save a copy of the TOS for your records. If you do not agree to the terms or conditions, do not use the Services, do not download, order, open, install or use the Services or product package.

1. Definitions
1.1 “Confidential Information” means, for the purposes of the TOS, the Software, the Documentation and any disclosures relating specifically to the functionality and operability thereof.

1.2 “Documentation” means, all operator and user manuals, training materials, guides, listings, specifications and other materials, including on-line information and materials, relating to the use of the Software delivered to you in connection with the TOS.

1.3 “SphereUp Product” is an innovative software service containing a fast, easy and intuitive search tool that integrates into desktop applications and provides ability to share organizational contacts with employees, partners and/or customers. “SphereUp Alpha Product” means an alpha stage of the SphereUp Product, providing basic functionality, which does not constitute a final product.

1.4 “Services” means, SphereUp Product, and the computer programs in machine-readable form specifically described hereunder, including SphereUp Alfa Product thereof, together with any error corrections, updates, modifications or enhancements thereto furnished by SphereUp.

1.5 “Hardware” means, the servers, workstations, printers, modems and related peripherals described hereunder.

1.6 “IP Rights” means, (i) patents, pending patent applications, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, know-how, trade secrets and Confidential Information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and (iii) applications, extensions and renewals in relation to any such rights.

1.7 “Feedback” means, comments, remarks, reports, opinions or any other ideas of the users regarding the services that are provided by SphereUp.

1.8 “Customer Data” means, personal information about customer or end users and/or other important traffic data provided to SphereUp or collected by SphereUp such as (i) Personal data (incl. name, personal ID code, date and place of birth, language, etc.), (ii) Contact data (incl. address, phone number, fax number, e-mail address, etc.), (iii) Professional data (incl. education, working experience, etc.), (iv) Financial data (incl. income, assets, obligations, etc.), Health records, or other private important data.

1.9 “Subsidiaries” means, SphereUp subsidiaries or its affiliates or its suppliers or its licensors or its officers, or its agents, co-branders or its
other partners.

2. License of Software
2.1 Grant of License. In consideration of the covenants made herein, SphereUp hereby grants to you, and you accept from SphereUp, a royalty free nonexclusive, non-transferable license to use the Software and the Documentation. This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by SphereUp, in the manner permitted by the TOS.

2.2 Ownership of Software and Documentation. SphereUp retains all right, title and interest in and to the Software and Documentation in all forms and all copies and modifications of the Software and Documentation, including Feedbacks from Customers and/or users, all worldwide rights to patents, copyrights, trademarks and trade secrets in or relating to the Software or Documentation. You are not acquiring any right, title or interest of any nature whatsoever in any Software or Documentation or any Feedback except the license to use the Software and Documentation granted under Section 2.1.

2.3 You may not (and you may not permit anyone else to) copy, modify, resell, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by SphereUp, in writing.

2.4 Unless SphereUp has given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

3. Provision of the Services by SphereUp
3.1 Utilization of Your Computer. SphereUp Software may utilize the processor and bandwidth of the computer (or other applicable device) you are utilizing, for the limited purpose of facilitating the communication between SphereUp Software users. SphereUp will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) you are utilizing and of your communication, however SphereUp cannot give any warranties in this respect.

3.2 You further acknowledge and agree that SphereUp may stop (permanently or temporarily) providing the Services (or any features within the Services) at any time to you or to users generally at SphereUp’s sole discretion, without prior notice to you. You may stop using the Services at
any time.

4. Use of the Services by you
4.1 You agree to use the Services only for purposes that are permitted by (a) the TOS and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

4.2 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by SphereUp, unless you have been specifically allowed to do so in a separate agreement with SphereUp.

4.3 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

4.4 Unless you have been specifically permitted to do so in a separate agreement with SphereUp, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

4.5 You agree not to provide any pre-release reports or provide pre-release interviews concerning the Services or the Confidential Information without SphereUp’s prior written consent.

4.6 You agree that you are solely responsible for (and that SphereUp has no responsibility to you or to any third party for) any breach of your obligations under the TOS or the law, including any content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which SphereUp may suffer) of any such breach.

4.7 You agree to indemnify and hold SphereUp, and its Subsidiaries and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of content you submit through the Services, your violation of the TOS, or breach of privacy laws, or your violation of any rights of another person or entity.

5. Warranties, Disclaimers and Limitation of Liability
The Software, Services are provided “as is” and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, SphereUp disclaims all warranties, express or implied, including, but not limited to, implied warranties of satisfactory quality, merchantability or fitness for a particular purpose or the warranty of non infringement. In no event shall SphereUp or its Subsidiaries be liable for any damages whatsoever including, without limitation, damages for loss of profits (whether incurred directly or indirectly), loss of goodwill, business reputaion, business interruption, or loss of information arising out of the use of or inability to use the materials, even if SphereUp has been advised of or should have been aware of the possibility of such damages. SphereUp further does not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within the Software. SphereUp may make changes to the Software at any time without notice. SphereUp makes no commitment to update the materials.

6. Privacy and personal information.
SphereUp shall take appropriate organizational, technical and security measures to protect the personal data and traffic data provided to it or collected by it with due observance of the applicable obligations and exceptions under the relevant legislation.

As part of providing the Service, SphereUp may store and process Customer Data in maintained facilities, using Cloud Computing technology. By using the Services, Customer consents to this transfer, processing and storage of Customer Data.

Customer agrees to protect the privacy rights of its end users under all applicable laws and regulations. Customer will obtain and maintain all the requirements of law, consent from all end users to Customer’s access, monitoring, use or disclosure of this data. Customer is responsible for obtaining any necessary authorizations from any third party to enable the provision of the Services.

Except as provided below, SphereUp shall not sell, rent, trade or otherwise transfer any personal and/or traffic data or communications content to any third party without your explicit permission, unless it is obliged to do so under applicable laws or by order of the competent authorities.

7. Proprietary rights
7.1 You acknowledge and agree that SphereUp own all legal right, title and interest in and to the Services, including any IP Rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by SphereUp and that you shall not disclose such information without SphereUp’s prior explicit written consent.

7.2 Any and all IP Rights in the SphereUp Software and Services are and shall remain the exclusive property of SphereUp. Nothing in the TOS intends to transfer any such IP Rights to, or to vest any such IP Rights in You. You are only entitled to the limited use of the IP Rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with SphereUp’s IP Rights. Any unauthorized use of SphereUp’s IP Rights constitutes a violation of the TOS.

7.3 Unless you have agreed otherwise in writing with SphereUp, nothing in the TOS gives you a right to use any of SphereUp’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

7.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices), which may be affixed to or contained within the Services.

8. Software updates
The Software, which you use may automatically download and install updates from time to time from SphereUp. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit SphereUp to deliver these to you) as part of your use of the Services.

9. Ending your engagement with SphereUp
9.1 The TOS will continue to apply until terminated by either you or SphereUp as set out below.

9.2 If you want to terminate your legal agreement with SphereUp, you may do so by (a) notifying SphereUp at any time and (b) stop using all of the Services, which you use, where SphereUp has made this option available to you. (c) Destroy any and all copies of the Software and erase all copies residing on computer equipment. Your notice should be sent, in writing, to SphereUp’s address as detailed at the beginning of these TOS.

9.3 SphereUp may at any time, terminate its legal agreement with you if:
(A) You have breached any provision of the TOS (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the TOS); or
(B) SphereUp is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) When the TOS come to an end, all of the legal rights, obligations and liabilities that you and SphereUp have benefited from, been subject to (or which have accrued over time whilst the TOS have been in force) or which are expressed to continue indefinitely, shall be unaffected by
this cessation.

9.4 Any and all IP Rights in the SphereUp Software and Services are and shall remain the exclusive property of SphereUp. Nothing in the TOS intends to transfer any such IP Rights to, or to vest any such IP Rights in You. You are only entitled to the limited use of the IP Rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with SphereUp’s IP Rights. Any unauthorized use of SphereUp’s IP Rights constitutes a violation of the TOS.

10. Testing Period
Although SphereUp makes every effort to provide a stable solution, the SphereUp Alpha Product does not constitute a final product, ready for use, and there still might be critical bugs involved during the Testing Period. Section 5 to this TOS shall apply during the Testing Period.

11. General legal Terms
11.1 The TOS constitute the whole legal agreement between you and SphereUp and govern your use of the Services (but excluding any services which SphereUp may provide to you under a separate written agreement), and completely replace any prior agreements between you and SphereUp in relation to the Services.

11.2 You agree that SphereUp may provide you with notices, including those regarding changes to the TOS, by email, regular mail, or postings
on the Services.

11.3 You agree that if SphereUp does not exercise or enforce any legal right or remedy which is contained in the TOS (or which SphereUp has the benefit of under any applicable law), this will not be taken to be a formal waiver of SphereUp’s rights and that those rights or remedies will still be available to SphereUp.

11.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these TOS is invalid, then that provision will be removed from the TOS without affecting the rest of the TOS. The remaining provisions of the TOS will continue to be valid and enforceable.

11.5 You acknowledge and agree that each member of the group of companies of which SphereUp is the parent shall be third party beneficiaries to the TOS and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the TOS which confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be third party beneficiaries to the TOS.

11.6 The Israeli law shall govern the TOS and your relationship with SphereUp under the TOS. You and SphereUp agree to submit to the exclusive jurisdiction of the courts of Tel-Aviv to resolve any legal matter arising from the TOS. Notwithstanding this, you agree that SphereUp shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

11.7 SphereUp reserves the right to change modify or update these TOS at any time without notice. You should visit this page from time to time to review the then-current terms binding on you.

11.8 SphereUp reserves the right to change modify or update the model and specific prices of the Services from time to time.

11.9 I hereby accept the above-mentioned TOS.