True Equity Israel Ltd. (“TruEquity,“ or “us,” “our,” “we”) provides cloud-based equity capitalization management and modeling products, applications and tools, as well as its software (made available by TruEquity in connection with the services) ("Software") and data, reports, text, images, sounds, video, and other services and Content (as defined below), through its website located at https://www.truequity.com (respectively "Site" and "Services"). The Services include any new features added to or augmenting thereto. These Terms of Service ("Terms") govern your access to and use of the Services and all Content and services available through the Site. "You" means any adult user of the Site or Services, using the Site on behalf of an entity, individual or yourself.

If you are registering on behalf of any entity or company ("Company"), you represent that you are authorized to enter into and bind the Company to these Terms and register for the Site and Services. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you and the Company and the right to access the Site and Services is revoked where use of the Site and Services is prohibited.

Please read these Terms carefully. These Terms govern your access to and use of the Site and Services. By using our Site and/or Services, you signify your assent to both these Terms and our Privacy Policy, which is available at https://www.truequity.com/privacy.php. Changes may be made to these Terms from time to time. Your continued use of the Site and/or Services will be deemed acceptance to amended or updated Terms. If you do not agree to any of these Terms, please do not use the Site and/or Services.

Account Registration

To access the Services you need to register to the Site and create an account. We may change the method of registration at our discretion. You are fully and solely responsible for the security of your computer system or mobile (phone) device and all activity on your account, even if such activities were not committed by you. You agree to notify us immediately of any unauthorized use of your account or password. We will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold us harmless for any improper or illegal use of your account, including any mail sent and any charges and taxes incurred, unless you have notified us via e-mail to [email protected] that your account has been compromised, and have requested us to block access to it. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Site and/or Services. We reserve the right to refuse to allow you to use your account for any reason, at our sole discretion.

You must keep all your account information current, including address, payment information, telephone number, and email address. You may make changes and updates to your personal information on the Site.

Use of Services

TruEquity allows you to access and use the Site and Services subject to these Terms. Use of and access to the Site is void where prohibited by law. By using the Site and/or Services, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information (including but not limited to payment information); (c) you are either 18 years of age or older; (d) your use of the Site and/or Services does not violate any applicable law, regulation, obligation or any third party right; (e) you have notified your customers or relevant other third parties ("Customer/s") in writing of the collection, use and processing of their or their respective employee's Personal Information (as defined in the privacy policy) and non-personal information (collectively “Customer Information”) by TruEquity and its third-party service providers and subcontractors, as the case may be and as detailed in the privacy policy.

Subject to these Terms, TruEquity hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of the Software on a single device, solely in connection with and for the purpose of using the Services.

Payment

Use of the Services is subject to payment of a fee in an amount as specified on the Site. With respect to such fees payable in connection with the Services, you will be required to select a recurring payment plan. Payment shall be made to a third-party payment processor, as detailed on the Site. If you are directed to a third-party payment processor(s), you may be subject to terms and conditions governing the use of that third party's service and that third party's personal information collection practices. Please review such terms and conditions and privacy policy prior to using the third party payment services.

Customers located in Israel may pay for the Services via a bank transfer and/or check, or as otherwise agreed upon between the parties in advance and in writing. You represent and warrant to TruEquity that you are authorized to use the selected payment method.

You hereby authorize TruEquity to charge you with the fees as specified on the Site and any and all charges relating to or arising out of the payment and/or processing thereof. Payment shall be made via such third party payment processor as elected by you upon registration, at the commencement of each billing period (as detailed on the Site) on a periodic basis in accordance with the terms of the applicable payment plan until termination of your account. Unless otherwise expressly provided in connection with the payment plan you have selected, we reserve the right to change TruEquity's prices. If TruEquity changes its prices, we will provide notice of the change on the Site or in email to you, at TruEquity's option, at least thirty (30) days prior to the date upon which the change will become effective. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount.

All amounts payable hereunder are exclusive of any sales, use, and other taxes or duties, however designated (collectively "Taxes"), and you will be solely responsible for payment of all Taxes, except for those taxes based on the income of TruEquity.

Complaints and Refund

You may dispute any charges in writing to [email protected] within thirty (30) days following the billing date. If TruEquity terminates your account without cause and you have signed up for a fee-bearing service, TruEquity will refund to you the pro-rated portion of any amount that you have prepaid and has actually been received by TruEquity in respect of any unused Services. Except as set forth herein, all fees are non-refundable.

If you have a complaint with regard to the Site or the Services, please email your complaint to [email protected]

Termination of Account

You have the right to terminate your account at any time by sending an email to [email protected], notifying us of the fact you would like to cancel your account. TruEquity reserves the right, in its sole discretion to: (i) modify or discontinue, temporarily or permanently, the Site and/or Services (or any part thereof) without notice, and (ii) refuse your current and/or future use of the Site and/or Services, suspend or terminate your account or your use of the Site and/or Services and remove and discard any of your User Content (as defined below) in the Services, for any reason, including if TruEquity believes that you have violated these Terms. Upon termination of your account, you shall not have any further access to your account including to any Content (as defined below) that may be available through your account. Provided however that, if you have made all payments owed to TruEquity (if any) in accordance with these Terms and TruEquity terminates your account without cause, TruEquity will use good faith efforts to allow you to retrieve an XML file of your User Content existing on the Services as of the date of such termination by TruEquity of your account for a period of 30 days following termination. Upon your written request, the User Content shall be deleted. If your account is terminated, you may not rejoin the Services again without our express permission.

If TruEquity believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate usage or behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate usage or behavior regarding the Site and Services. We will fully cooperate with any law enforcement investigation or court order requesting or directing us to disclose the identity or behavior of anyone believed to have violated these Terms or to have engaged in illegal behavior. Any suspension or termination of your account shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, and limitation of liability), which by their sense and context are intended to survive such suspension or termination.

Content

Certain types of content may be made available through the Site or the Services. "Content" as used in these Terms, means, collectively, all content on or made available on the Site or through the Services, including but not limited to, any text, charts, and tables, and any modifications or derivatives of the foregoing. TruEquity allows you to post certain content in connection with or relating to the Services, referred to herein as "User Content."

TruEquity has no obligation to accept, display, review or maintain any User Content. Moreover, TruEquity reserves the right to delete or move User Content from the Site without notice for any reason at any time. Any submitted User Content shall be considered confidential. TRUEQUITY DOES NOT ENDORSE ANY CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED BY ANY USER AND TRUEQUITY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH CONTENT INCLUDING BUT NOT LIMITED USER CONTENT.

TruEquity may choose at its sole discretion to monitor User Content for inappropriate or illegal behavior, including through automatic means; provided, however, that TruEquity reserves the right to treat User Content as content stored at the direction of users for which TruEquity will not exercise editorial control except when violations are directly brought to TruEquity’s attention.

Content Restrictions

You are fully and solely responsible for any User Content you submit. You agree that you will not act in any way or transmit any User Content that: (a) restricts or inhibits use of the Site or Services; (b) solicits another person’s password or other personal information under false pretenses; (c) impersonates another user or otherwise misrepresents yourself in any manner; (d) infringes (or results in the infringement of) the intellectual property, moral, publicity, or privacy rights of any third party; (e) is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (f) does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. (in the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction); or would cause TruEquity to be in violation of any law or regulation, or to infringe any right of any third party; (g) contains falsehoods or misrepresentations that may damage TruEquity or any third party; (h) imposes an unreasonably or disproportionately large load on our infrastructure; or (i) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (i) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (ii) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (iii) pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or may be harmful to a minor, (iv) any virus, worm, Trojan horse, or other harmful or disruptive component or (v) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.

Use Restrictions

You may not (and may not allow a third party to) do or attempt to do any of the following: (1) attempt to decipher, decompile, disassemble, or reverse-engineer any of the Software used to provide the Services or the Site without our prior written authorization, including framing or mirroring any part of the Site and/or Services; (2) circumvent, disable, or otherwise interfere with security-related features of the Services or the Site or features that prevent or restrict use or copying of any Content; (3) use the Site and/or Services in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, program search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Site or Services; (5) use or access another user’s account or password without permission; (6) use the Site or Services in any manner not permitted by these Terms; or (7) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party.

Intellectual Property

TruEquity and its licensors, as the case may be, own all rights and title in the Site and Services, and all Content available therein, including all worldwide intellectual property rights, and the trademarks, service marks, and logos contained therein.  Except as expressly permitted herein, you may not copy, further develop, modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell or otherwise use the Site and/or Services.  You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Site and/or Services. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right or license to use any trademark, service mark, logo, or trade name of TruEquity or any third party.

By submitting or posting any User Content, you grant TruEquity and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of such User Content on, through or in connection with provision of the Services.

Copyright

The policy of TruEquity is not to infringe upon or violate the intellectual property rights or other rights of any third party, and TruEquity will refuse to use and remove any User Content in connection with the Site and/or Services that infringes the rights of any third party. Under the Digital Millennium Copyright Act of 1998 (the "DMCA"), TruEquity will remove any Content (including without limitation any User Content) if properly notified that such material infringes third party rights, and may do so at its sole discretion, without prior notice to users at any time. The policy of TruEquity is to terminate the accounts of repeat infringers in appropriate circumstances.

You are in the best position to judge whether User Content is in violation of intellectual property or personal rights of any third party. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with User Content.

If you believe that something appearing on the Site and/or Services infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. You may send notices and counter-notices to us by contacting [email protected]

Representations & Warranties

You represent and warrant to TruEquity that (i) you have full power and authority to enter into these Terms (including on behalf of the Company, as applicable); and (ii) you own all your User Content or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow TruEquity to perform and fully exercise its rights and licenses) in connection with the Services without obtaining any further releases or consents, including but not limited to any consent required to provide, use, transfer and process (including but not limited by TruEquity in accordance with and subject to these Terms and the privacy policy) any Personal Information of Customer and/or its employees.

Disclaimers & Disclaimer of Warranty

Your use of the Site and/or Services is at your sole discretion and risk. The Site and/or Services are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind. TRUEQUITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE Site AND/OR SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TRUEQUITY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE Site AND/OR SERVICES; OR (II) THAT THE Site OR SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY SERVICES PROVIDED BY OR THROUGH THE Site.

You understand that TruEquity is not responsible for the accuracy, usefulness, safety, appropriateness of or infringement by any content available on the Site and through the Services.  WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SITE, SERVICES OR OTHERWISE.

No advice or information, whether oral or written, obtained by you from TruEquity, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

In addition to the foregoing, TruEquity assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of the Site or Services. TruEquity is not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Site, including any injury or damage to users or to any person's mobile device or computer related to or resulting from participation or downloading materials in connection with the Site.

Limitation of Liability

IN NO EVENT SHALL TRUEQUITY OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE Site, services OR CONTENT, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE SERVICES PROVIDED AS PART OF OR THROUGH THE Site, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT TRUEQUITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL TRUEQUITY'S MAXIMUM CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO TRUEQUITY FOR USE OF THE Site OR SERVICES IN RESPECT OF THE SIX (6) MONTHS IMMEDITATLY PRECEDING THE DATE ON WHICH ANY CLAIM OR CAUSE OF ACTION AROSE. IF YOU HAVE NOT MADE ANY PAYMENTS TO TRUEQUITY FOR THE USE OF THE Site, THEN TRUEQUITY SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.

UNDER NO CIRCUMSTANCES SHALL TRUEQUITY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE AND/OR THE SERVICES.

Some states do not allow the exclusion of limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, TRUEQUITY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to indemnify, defend, and hold harmless TruEquity and its respective employees, directors, officers, subcontractors and agents, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer, mobile device or password; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Site or Services, including any transactions and/or actions that you conduct or attempt; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under applicable law. You agree that your use of the Site and Services shall be in compliance with all applicable laws, regulations and guidelines.

TruEquity shall provide notice to you of any such claim, suit or demand. TruEquity reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting TruEquity's defense of such matter.

Miscellaneous

These Terms shall be governed by the law of the State of Israel exclusive of its choice of law rules. Any action to be brought in connection with these Terms, the Site or Services shall be brought exclusively in the courts in Tel Aviv-Jaffa and you irrevocably consent to their jurisdiction. Any cause of action against TruEquity must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between you and TruEquity or authorizes you to act on behalf of TruEquity. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between TruEquity and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We may assign our rights and obligations hereunder to any third party without prior notice. You shall not assign any of your rights or obligations hereunder without the prior written consent of TruEquity, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the email account that you provided upon registration.


Last updated: September 2017

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