End User License Agreement (“EULA”)

Effective 11 July 2017

This EULA is a legal agreement between You (“You” or “Your”), and Actifile, Inc and its affiliates and subsidiaries (“we”, “our” or “us”, collectively "Actifile"), a Delaware Corporation with its principal place of business at One Shankar St., Herzeliya, Israel 4672501.

This EULA governs Your use of our Website and Software (collectively “Actifile Services”).

You accept this EULA by clicking an “agree” or a similar button, where this option is provided by Actifile, or if You install, use or access the Actifile Services or any part of it. Your agreement to these terms also binds Your authorized users, Your company or organization. If You do not agree to the terms of this EULA, do not accept it. Before accepting this EULA, please carefully read it.

1. Definitions

a. “Actifile Services“ or “Services” means the full range of functionality, or any part of, the Actifile Software and Website, whether provided for free, for evaluation or for a subscription fee.

b. "Device" means any computer or other electronic device on which Actifile Software is installed.

c. "Modifications" means any change, patch, update or upgrade to the Actifile Software licensed by You.

d. "Partner" means a third party reseller, distributor, Managed Service Provider and/or IT provider authorized by Actifile to sell Actifile’s Services.

e. "Software" or “Actifile Software” means Actifile’s downloadable agent.

f. “Subscription Term” means a one-month period of time beginning on the date of acceptance of this EULA.

g. "User Data" means all content and materials stored, indexed, or otherwise transmitted by You on/to the Actifile Services.

2. Grant of license and subscription

a. FREE AND/OR EVALUATION SUBSCRIPTION LICENSE. If You choose to use our Services for evaluation purposes and/or our free services as may be provided by Actifile from time to time at Actifile’s sole discretion, we grant You, subject to the terms of this EULA, a no charge, nonexclusive, nontransferable, non-sublicenseable, revocable, limited license to use the Actifile Services for evaluation purposes only and for a term defined on our Website and/or Software, beginning on the date on which You agree to the terms of this EULA (“Evaluation Period”). The Actifile Services You subscribe to during the Evaluation Period may not be complete or fully functional and they are provided “AS IS.” Upon expiration of the Evaluation Period, and if You have not canceled Your subscription, Your subscription license will be converted to a non-evaluation subscription license. By accepting an evaluation subscription license, You acknowledge and agree that Your subscription license will continue until canceled by You. If You choose not to purchase a subscription license You will not be able to use those Actifile Services that are not offered free of charge, in case there are such services.

b. NON-EVALUATION SUBSCRIPTION LICENSE. If you choose to subscribe to our Services following or without an Evaluation Period, we grant to You a nonexclusive, nontransferable, non-sublicenseable, revocable, limited license to use those Services that You have subscribed to.

c. CANCELLATION. Your subscription license can be canceled at any time via the Actifile Website. If you choose to cancel your subscription, your license will terminate at the end of the then-current Subscription Period and you will not be able to access your User Data stored in the Cloud.

d. UNINSTALLING ACTIFILE SOFTWARE. At any time you may uninstall the Actifile Software from your Devices by using the uninstall utility that is part of the Actifile Software.

e. RESTRICTIONS. Except as otherwise expressly provided under this EULA, You agree not to: (i) transfer, assign or sublicense any license or subscription right to another person or entity; (ii) modify the Actifile Software in any way (iii) engage in, cause, or permit the reverse engineering, disassembly, decompilation or any similar manipulation or attempt to discover the source code of the Software and Services or any part thereof; (iv) bypass, alter, or tamper with any security or lockout features of the Services; (v) create any derivative work or translation of the Services; (vi) use or permit the Actifile Services to be used to perform services for third parties; (vii) use the Actifile Services to develop any other services, or (viii) make or use any copies of the Actifile Software other than as permitted under this EULA.

f. MODIFICATIONS. During the Evaluation Period and/or anytime thereafter, You agree that Actifile may, at any time in its sole discretion, access the Actiflle Software on Your Devices in order to provide Modifications. All Modifications, will be related to the Actifile Services. Actifile reserves the right to make necessary unscheduled deployments of changes, updates or enhancements to the Actifile Services without notice.

3. Auto renewal

Upon expiration of any Evaluation Period or your Subscription Term, Your subscription will automatically renew monthly at the monthly rate You agreed to when registering to the Services OR at the then-published rate in case the period to which Your subscription related to has passed. You acknowledge and agree that your subscription to the Actifile Services will continue until canceled by You or by Us and until such cancelation you authorize us (or our Partner if applicable) to charge your credit-card for the Actifile’s Services fee (plus taxes).

4. Pricing and payment

a. PRICING INFORMATION. Pricing for the Actifile Services may change from time to time. Such change in price will take effect after the expiration of Your then-current Subscription Period. If You do not agree to the change in price You may terminate Your subscription license in accordance with the “Termination” section.

b. PAYMENT. In order to make payments for using Actifile’s Services You may be required to provide Your credit-card or bank account details to Actifile or to Actifile’s Partner (Your transaction with the Actifile Partner will be subject to the terms of service between You and the Partner). All fees are non-refundable.

c. INFORMATION. You are responsible for providing complete and accurate billing and contact information to Actifile or to the Actifile Partner, if applicable.

5. Termination

This EULA shall be effective as of the date you accept it and shall continue in effect until terminated by either party or otherwise terminated as set forth in this EULA. Either of us may, at our election and in our sole discretion, terminate this EULA and any subscription to the Actifile Services at will, at any time. Actifile reserves the right to temporarily suspend or terminate Your access to the our Services at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. In case Actifile decides to terminate Your subscription, we will use commercially reasonable efforts to notify You. Following such termination, you will no longer have access to the Actifile Services and to the User Data stored in the Cloud. The termination of this EULA for any reason shall not affect Your payment obligations related to any amounts due and/or any other obligation or liability which either party has to the other. All provisions of this EULA that are intended by their nature to survive termination, including Sections “Termination”, “Title”, “Disclaimer of Warranties”, “Limitations on Liability”, “Indemnification” and “General”, shall survive the expiration or termination of this EULA.

6. Title

a. All right, title and interest (including any and all intellectual property rights) in the Services and any improvements and enhancements thereto, including without limitation, any data or information employed by Actifile pursuant to this EULA and any know-how, methodologies or process used by Actifile to provide the Services, including without limitation all patents, copyrights, trade secrets and any other proprietary rights therein, are and shall at all times remain the sole and exclusive property of Actifile and no rights in the Services or under any Actifile intellectual property rights is granted to You except to the limited, restricted and non-exclusive right to use the Services for the term of this EULA pursuant to the terms herein. It is hereby further agreed that any and all inventions, developments, source codes, improvements, mask works, trade secrets, modifications, discoveries, concepts, ideas and/or designs, including any derivative works and modifications and any proprietary information, whether or not patentable or otherwise protectable, and all intellectual property rights associated therewith, which are invented, made, developed, discovered, conceived or created, in whole or in part, independently, or jointly with others in connection with the use of the Services by You, are and shall be the sole and exclusive property of Actifile.

b. Nothing in this EULA gives You a right to use any of Actifile's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

c. You hereby agree that in the event You provide Actifile with feedback concerning the functionality and performance of the Services, including, without limitation identifying potential errors, enhancements and improvements, any feedback, suggestions, ideas or other inputs that You provide Actifile in connection with the Services may be freely used by Actifile to improve or enhance its products and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by You as aforesaid, shall vest solely with Actifile.

7. Data storage and processing locations

Your User Data and account information will be stored in major Cloud services providers such as AWS or Google.

8. Data Security

a. ACCOUNT DETAILS AND PASSWORD. During the process of creating an account in order to access the Services ("Account"), You may be required to select a password (the "Login Information"). The following rules govern the security of Your Account and Login Information. For the purposes of this EULA, references to Account and Login Information shall include any account and account information, including user names, passwords or security questions, whether or not created for the purpose of using the Services, that are used to access the Services: (i) You shall not share Your Account or Login Information, nor let anyone else access Your Account or do anything else that might jeopardize the security of Your Account; (ii) In the event You become aware of or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of Your Login Information or unauthorized access to Your Account, You must immediately notify Actifile and modify Your Login Information; (iii) You are solely responsible for maintaining the confidentiality of the Login Information, and You will be responsible for all uses of Your Login Information, including purchases, whether or not authorized by You; (iv) You are responsible for anything that happens through Your Account, whether or not such actions were taken by You, including, for the avoidance of doubt, actions taken by third parties. You therefore acknowledge that Your Account may be terminated if someone else uses it to engage in any activity that violates this Agreement or is otherwise improper or illegal; (v) You undertake to monitor Your Account and restrict use by any individual barred from accepting this Agreement and/or using the Platform, under the provisions listed herein or any applicable law. You shall accept full responsibility for any unauthorized use of the Platform by any of the above mentioned; (vi) Actifile reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party's rights.

b. DELETED FILES. By default, and unless otherwise modified by You, all deleted files may be maintained by Actifile, for at least thirty (30) days.

c. PROTECTED INFORMATION. You agree that You or anyone on Your behalf shall not upload information to the Services that includes any viruses or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, injurious to any person or property, harassing or offensive and shall not use the Services with any illegal intention, including inter-alia, to track the private information of other users, to spam, phish, pharm, pretext, spider, crawl and/or scrape.

d. PREVENT DELIVERY. We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from our Services if we believe in good faith that it is needed to protect the protect our customers, Services or to stop You from breaching this EULA.

9. Privacy

a. You hereby acknowledge and confirm that during the course of Your use of the Services, Actifile may collect information regarding such use, such as but not limited to information on features being used and how they are being used. Any such information gathered by Actifile will be used in general, aggregated, non-personally identifiable form in connection with evaluating and improving Actifile’s products and technology and for statistical and/or marketing purposes. We may disclose information about You in order to comply with the law, respond to lawful requests or protect the rights or property of Actifile or our customers.

b. Any personal information You provide to us when creating or updating Your Account, which may include Your name, age, birth date, gender, address, geographic location, e-mail address, picture and any such other information, will be held and used in accordance with Actifile's Privacy Policy available at www.actifile.com ("Privacy Policy") which constitutes an integral part of this EULA. You agree that You will supply accurate and complete information to us, and that You will update that information promptly after it changes. You represent and warrant that You have full right and authority to provide Actifile with the foregoing information, including, without limitation, any third party's consent (to the extent required under any applicable law).

10. Disclaimer of warranties

a. Actifile’s Services are provided “AS IS”. Actifile expressly disclaims any and all warranties, representations, and conditions relating to the Services, whether express, implied or arising by custom or trade usage, or from a course of dealing including, but not limited to, any representation, warranty, or condition of merchantability, fitness or suitability for a particular purpose, lack of viruses, title, non-infringement and/or that the Services will perform error-free or uninterrupted. No information or advice given by Actifile or its agents, employees, or representatives, whether oral or written, shall create any representation or warranty.

b. You agree that the form and nature of the Services may change and that future versions of the Services may be incompatible with previous versions of the Services.

c. You acknowledge and confirm that although Actifile shall strive to keep the Services secure, it cannot guarantee that it will always be successful at doing so, given the nature of the Internet. Accordingly Actifile will have no liability to You and/or any party on your behalf for any unauthorized access, copying or use of Your User Data or information, or any resulting corruption, deletion, destruction or loss thereof.

11. Limitations on Liability

To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Actifile, its affiliates and their respective in no event shall Actifile, its affiliates or anyone on its behalf be liable for any indirect, consequential, incidental, special or punitive damages of any kind, including without limitation damages for loss of business or profits or of actual or anticipated revenue, business interruption, loss of business information or lost data or User Data or loss or damages to goodwill, in connection with this EULA regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if Actifile has been advised of the possibility of such damages or loss. Notwithstanding anything to the contrary herein and/or under any applicable law, under no circumstances will Actifile’s total and aggregate liability to you from all causes of action of any kind, including without limitation contract, tort, negligence, strict liability, breach of warranty, or otherwise, arising out of or related to this agreement, exceed the fees actually paid by You to Actifile under this EULA in the twelve (12) months preceding such claim.

12. Indemnification

To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Actifile, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of or accruing from (a) Your use of the Services, and (b) any non-compliance with this EULA and/or breach of Your representations or applicable law.

13. General provisions

a. SEVERABILITY. If any term, provision, covenant or restriction of this EULA is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against regulatory or public policy, the remainder of the terms, provisions, covenants and restrictions of this EULA shall in no way be affected, impaired or invalidated.

b. ENTIRE AGREEMENT. The terms and provisions herein contained constitute the entire agreement between the parties with respect to the subject matters hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matters hereof.

c. WAIVER. No waiver of any rights by any party hereto shall be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a party in exercising any power or right hereunder, and no forbearance or indulgence of a party granted to the other party, shall in any way restrict or diminish the full rights and powers of that party under this EULA, or operate as a waiver of any breach by a party of any of the terms or conditions of this EULA.

d. Assignment. Actifile may assign this EULA without notice to You. You shall not assign this EULA or Your rights hereunder without the prior written consent of Actifile (such consent may be withheld or conditioned at Actifile's sole discretion) and any assignment without Actifile's prior written consent shall be null and void and of no effect. Actifile may perform all obligations to be performed under this EULA directly or may have some or all obligations performed by its affiliates, Partners, contractors or subcontractors.

e. THIRD PARTY BENEFICIARIES. Except as otherwise provided in this EULA and except for Actifile’s Partners and/or successors, there are no third party beneficiaries to any right provided under this EULA.

14. Changes to the EULA

Actifile reserves the right, at any time in its discretion, to update, revise, supplement, and otherwise modify this EULA and to impose new or additional rules, policies, terms, or conditions on Your use of the Services. Actifile will make reasonably commercial efforts to communicate to You changes to this EULA by posting the new version of the EULA on its Website or as otherwise determined by Actifile. Your continued use of the Actifile Services after such notification of change will constitute Your acceptance of any and all such changes.

15. Questions or additional information

If You have any questions regarding this EULA or wish to obtain additional information, please send an email to legal@actifile.com.

Actifile, Inc. All Rights Reserved.