Service Terms

1. Agreeing to These Terms

This Service Terms document (“Agreement”) sets out the conditions under which we allow an end user (“you” or “user”) to access and use UFiles and the site from which it is obtained (the “Product”). Installing, copying, downloading, accessing, or otherwise using the Product means you have read, understood, and accept this Agreement. If you reject this Agreement, do not use the Product. The word “you” also covers any company or other entity/organization you represent when accepting this Agreement, where that applies. Without proper authority, you may not accept this Agreement or use the Product for any company or other entity/organization.

We may change these terms at any time. The new terms (or any amendment thereto) may be displayed on-screen and you may be required to read and accept them to continue your use of the Product. Depending on the update, you may not be able to use the Product until you have downloaded the latest version of the Product and accepted any new terms.

Your continued use of the Product after a change or modification of this Agreement has been made, will constitute your acceptance of the revised Agreement. If you do not agree to the Agreement, your only remedy is to discontinue your use of the Product.

If you violate the Agreement, we reserve the right to issue you a warning regarding the violation or to immediately terminate or suspend all or part of the access to the Product. You agree that we do not need to provide you notice before terminating or suspending your access to the Product, but we may provide such notice in our sole discretion.

You acknowledge and agree that, if you choose to proceed with installation, we may enable features related to your browser’s search, new tab, or other browser functionality, including changing your default search provider, homepage, or new tab page, as applicable, to support a search service offered by us. By proceeding with the installation after providing such consent, you expressly authorize those changes. You further understand that, if you later uninstall the Product, those browser settings may not automatically revert to their prior configuration, and you may need to restore them manually through your browser settings or preferences. Certain search-related functionalities may be provided or supported by third-party providers. For purposes of this Agreement, the term “Product” includes such search-related features, even if they are offered as separate products in practice.

You declare that by acceptance of this Agreement and/or by using the Product you are of legal age to form a binding contract with us or under the strict and continuous supervision of a parent or any other qualified legal guardian, and in any case, at least 18 years of age. You may not use the Product and may not accept this Agreement if you are a person barred from receiving the services provided through the Product under the laws of the country in which you are resident or from which you use the Product.

2. Product Use License

If you accept and follow this Agreement, we grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license lasting only for this Agreement’s term, to install and use the Product for internal use only. To be clear, neither you nor anyone acting for you may make commercial use of the Product without our prior written consent. The Product is licensed—not sold—and may be used only under this Agreement. All rights not expressly granted remain with us.

You may not copy the Product and must not give the Product, any part of it, or access to it to any third party unless we agree in writing.

The Product comprises content that belongs to us and/or our licensors and that is protected by copyright, trademark, and other intellectual property laws. You may not use the Product or the intellectual property comprised in the Product in a manner that constitutes an infringement of our or our licensors’ rights. You shall not create, modify, adapt, reverse engineer, recompile, reproduce, publish or distribute any derivative works of any software, utilities, applications, tools, files or intellectual property derived from, forming or otherwise used to provide the Product, or otherwise use the Product except as may be expressly provided in this Agreement or to the extent permitted by law.

Without prejudice to the generality of the foregoing, you shall not sublicense, rent, lease, loan, sell, auction, trade, gift, bequeath or otherwise transfer the Product for profit or otherwise without our prior written consent. You shall not use the Product for any illegal purposes under applicable laws and/or regulations. You agree to use the Product only as offered by us and not through any other means not approved by us. You further agree not to create or provide any other means through which the Product may be accessed by others. You shall not attempt to gain unauthorized access to the Product, or computers, servers or networks connected to the Product, including without limitation by circumventing, manipulating or modifying any technological or security measures, devices or software. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure.

We may make modifications, additions and upgrades to the Product, as we deem necessary. The terms of this Agreement will apply to any updates that we may make available to you unless the update is accompanied by a separate license, in which case the terms of that license will govern. You agree that updates may require you to change or update the Product, and may affect your ability to use, access or interact with the Product. We are not obligated to provide any maintenance, technical or other support for the Product.

3. Product Availability

We cannot promise the Product will always run without interruptions, delays, or errors. Many factors can affect Product use and cause failures, including without limitation your local network, firewall, ISP, the public internet, and your power supply. We are not responsible for disruption, interruption, or delay from failure or inadequacy of those items or anything else outside our control, including without limitation pandemics, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, acts of God, government acts or regulations, military authorities and political interference with our activities, network, server or infrastructure failures, or shortages of labour, fuel, energy, or technological facilities.

In all cases, we are not liable for Product interruptions caused by unforeseen circumstances or matters outside our reasonable control.

4. Privacy and Collected Data

Information the Product collects about you is used, stored, and handled under the terms of our privacy notice (the “Privacy Notice”). Data gathered about or from you is governed by our Privacy Notice, the terms of which are incorporated herein. You should review our Privacy Notice to better understand how we collect and use data about you.

5. Proper Use

You agree not to defraud—or attempt to defraud—us or other users, and not to use the Product in bad faith. If we conclude you acted in bad faith and/or breached this Agreement, or that your conduct falls outside reasonable standards, we may, in our sole discretion, end this Agreement and bar you from the Product. Without limiting the above, and as examples only, you agree that you will not:

• Upload, post, transmit or otherwise disseminate any material that is vulgar, indecent, obscene, pornographic, sexual or that is, in a reasonable person’s view, otherwise offensive or objectionable;
• Libel, ridicule, defame, mock, stalk, intimidate, threaten, harass, bully, discriminate or abuse anyone, hatefully, racially, ethnically or in any other manner;
• Copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except if expressly authorized by us or by applicable statutory law), modify or alter any part of the Product;
• Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Product or the devices of other users of the Product;
• Violate the contractual, personal, intellectual property or other rights of any party, including by using, uploading, transmitting, distributing, or otherwise making available any information or material made available through the Product in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);
• Make representations with respect to us not approved in advance and in writing by us;
• Engage in any fraudulent activity with respect to payment methods or advertiser tracking mechanisms;
• Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software; and/or
• Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Product.

6. Intellectual Property Ownership

We and/or our affiliates and licensors retain all rights in the Product (including, but not limited to, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, and their selection and arrangement) (collectively, the “Product Materials”). The entire contents of the Product are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. We reserve all rights, including without limitation, intellectual property rights and other rights, in respect of the Product.

You shall not, cause any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Product pursuant to this Agreement or otherwise exploit any of the Product Materials without our explicit, prior written consent. Any reproduction or redistribution of materials not in accordance with this Agreement is explicitly prohibited and may result in the termination of your access to the Product as well as severe civil and criminal penalties.

We and/or our licensors and affiliates own all right, title, and interest, including copyrights and other intellectual property rights, in and to all the Product Materials. You hereby acknowledge that you do not acquire any ownership rights by using the Product or by accessing any of the Product Materials, or rights to any derivative works thereof.

You are not required to provide us with any feedback or suggestions regarding the Product or any of the Product Materials. However, should you provide us with comments or suggestions for the modification, correction, improvement or enhancement of the Product and/or any of the Product Materials, then, subject to this Agreement and the conditions of this Agreement, you hereby grant us a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner we choose and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of products and content embodying such comments or suggestions in any manner and via any media we choose, but without reference to the source of such comments or suggestions.

7. Content from Third Parties

The Product may show, include, or link to third-party content and services—such as ads, search tools, queries, results, and search-related features that third-party providers may supply or support—that we have not reviewed. We do not own or control that third-party content and those services, and we do not review, approve, monitor, endorse, warrant, or make representations about them. We therefore disclaim responsibility for the availability, accuracy, legality, reliability, or completeness of any such third-party content or services.

We may link or provide access to third party suppliers from the Product, or the Product may be provided in connection with the advertising, services and content of third party suppliers. We are not responsible for the availability of such websites, resources, content, advertising, or services, and we are not responsible or liable for any content, advertising, or services they provide. Any such content, advertising or services are provided following the terms of service and privacy policies to be found on the website of the respective third party supplier and, where applicable, you must familiarize yourself and accept the terms of service and privacy policies of such third party suppliers before using their services.

Your access to and use of any third-party content, services, or materials is at your sole discretion and risk and may be subject to the applicable third party’s separate terms, conditions, and policies. We will not be responsible or liable, directly or indirectly, for any loss, damage or harm arising out of or in connection with your access to, use of, or reliance on any such third-party content, services, or materials. Any additional charges you may incur in relation to the use of such third-party services is your responsibility.

8. Warranty Disclaimer; Liability Limits; Indemnity

You use the Product entirely at your own risk. The Product is offered “AS IS” and “AS AVAILABLE.” To the maximum extent allowed by law, we expressly disclaim all warranties or conditions of any kind—written or oral, express, implied, or statutory—including without limitation implied warranties of title, noninfringement, merchantability, or fitness for a particular purpose, usefulness, authority, accuracy, completeness, and timeliness.

Without limiting the foregoing, we do not warrant or represent that the Product will meet your requirements, or that the operation of the Product will be uninterrupted, error-free, continuous, secure, virus-free, or that defects in the Product will be corrected. We do not warrant or make any representation regarding the use or the results of the use of the Product in terms of its correctness, accuracy, quality, reliability, appropriateness for a particular task or application, or otherwise. No oral or written information or advice given by us or our authorized representatives shall create a warranty or in any way increase the scope of this warranty. You are entirely responsible for and assume all risk for use of the Product. We do not warrant or represent that our security procedures will prevent the loss or improper access to your data. We are not responsible for transmission errors or corruption or security of information carried over telecommunication lines.

Without derogating from the abovementioned, in no event will we, our managers, directors, officers, shareholders, partners, affiliates, employees, consultants, service providers and/or any other person or entity acting on our behalf, be liable to you or any third person for any special, direct, indirect, incidental, punitive, exemplary or consequential damages whatsoever, including any lost profits or lost data, arising from your use of the Product or other materials accessed through or downloaded from the Product, whether based on warranty, contract, tort, strict liability or any other legal theory, and whether or not we have been advised of the possibility of these damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. In the event that despite the explicit provisions of this paragraph, we are found liable for any damages arising from your use of the Product, our maximum liability for any such damages of any kind shall not exceed US $100.

You agree to indemnify and hold us, and each of our affiliates and our and their respective directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with any of the following:

• Your use of, and access to, the Product;
• Use of and access to the Product by any person on your behalf;
• Your violation of any term of this Agreement; and/or
• Your violation of any third party right, including without limitation any copyright, property, or privacy right.

Certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, the above disclaimers, exclusions or limitations shall apply to the fullest extent permitted under such applicable laws.

9. Ending Access

We may pause Product access indefinitely, end Product access, and/or end this Agreement immediately without notice if you breach this Agreement or any terms of service; if we, in our sole discretion, believe you willfully infringed third-party intellectual property rights; if we cannot verify or authenticate information you give us; or for any user activity that we, in our sole discretion, consider inappropriate, abusive, and/or contrary to the Product’s spirit. We may warn you about a violation or immediately end or pause all or part of your Product access.

You agree that we do not need to provide you notice before terminating or suspending your access to the Product, but we may provide such notice in our sole discretion.

Notwithstanding any other provision under this Agreement, if the Product or your access to the Product is suspended, terminated or cancelled for any of the foregoing reasons or length of time or if we terminate this Agreement under any such circumstances, you will lose access to the Product. We reserve the right to seek further legal remedies against you.

10. Governing Law and Forum

This Agreement is governed by, and must be read and enforced under, the laws of Israel, without using conflict-of-law rules that would point to another jurisdiction. You agree to personal exclusive jurisdiction in Israel and any other competent court we select. Claims or disputes tied to this Agreement or your Product use will be decided only by a competent court in Israel—excluding other courts—and you consent to, and waive defenses of lack of personal jurisdiction and forum non conveniens for venue and jurisdiction in the courts of Tel-Aviv, Israel. If a dispute arises under this Agreement, including questions about existence, validity, or termination, we strongly urge trying to resolve it first via our customer support service.

11. Communications

Notices to you may be made via the Product and/or e-mail. We may also provide notices of changes to this Agreement or other matters by displaying notices or links to notices to you generally on the Product. You agree that all agreements, notices, disclosures and any other communications that we provide as aforementioned satisfy any legal requirement that such communications be in writing. Any and all e-mail notices sent to you will constitute sufficient and effective delivery and notice to you, whether or not you access or review the notice and shall be deemed to have been delivered to you, whether actually received by you or not.

12. Miscellaneous

Regardless of any statute or law to the contrary, you agree that any claim or cause of action arising out of or related to the Product must be commenced by you within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.

The failure by us to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

This Agreement is the complete and exclusive agreement between you and us on its subject matter and replaces all prior or contemporaneous quotations, agreements, communications, or understandings—written or oral—about that subject matter.