Product Terms

1. Agreeing to these terms

This Terms of Service document (“Agreement”) sets out the conditions under which we give an end user (“you” or “user”) permission to access and use YouFiles and the site from which it was obtained (the “Product”). When you install, copy, download, access, or otherwise use the Product, you confirm that you have read this Agreement, understand it, and accept it as binding. If you reject this Agreement, you must not use the Product. The word “you” also covers any company or other entity/organization for which you accept this Agreement, where that applies. Without the needed authority, you may not accept this Agreement or use the Product for any company or other entity/organization.

These terms can be updated by us at any time. Revised terms (or an amendment) may appear on-screen, and you may need to read and accept them before you keep using the Product. Some updates will block further use until you download the newest Product build and accept the new terms.

If you keep using the Product after this Agreement has been changed, that continued use counts as acceptance of the updated Agreement. If you reject the Agreement, the only remedy available to you is to stop using the Product.

A breach of the Agreement lets us warn you about the issue or immediately end or pause some or all access to the Product. You accept that we are not required to notify you before ending or pausing access, though we may still send notice if we choose.

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. Permission to use the Product

Subject to your agreement to and compliance with the terms of this Agreement, we hereby grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license, which is time-limited to the term of this Agreement, to install and use the Product solely for your internal use. For the removal of doubt, no commercial use may be made by you or any others on your behalf with the use of the Product without our prior written consent. You receive a license to the Product; it is not sold to you, and use is limited to this Agreement. Rights we do not expressly grant stay with us.

Copying the Product is not allowed, and you must not give the Product, any part of it, or access to it, to anyone else 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. Availability of the Product

The Company cannot guarantee that the Product will always function without disruptions, delay or errors. A number of factors may impact your use of the Product, and may result in failures, including, without limitation, your local network, firewall, your internet service provider, the public internet and your power supply. We take no responsibility for any disruption, interruption or delay caused by any failure of, or inadequacy in, any of these items or any other items over which we have no control, including, but not limited to, failures or delays resulting from pandemics, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, acts of God, acts or regulations of government, military authorities and political interferences with our activities, network, server or infrastructure failures or shortages of labour, fuel, energy or technological facilities.

In any event, we shall not be liable for any interruption of the Product arising from unforeseen circumstances or causes beyond our reasonable control.

4. Privacy

Documents selected in the Product are designed to be processed locally on your Windows PC and are not uploaded to YouFiles servers. Information you choose to send to support is handled according to our Privacy Policy, the terms of which are incorporated herein.

5. How you may use it

You undertake that you shall not defraud, or attempt to defraud, us or other users, and that you shall not act in bad faith in your use of the Product. If we determine that you have acted in bad faith and/or in violation of this Agreement, or if we determine that your actions fall outside of reasonable standards, we may, at our sole discretion, terminate this Agreement and prohibit you from using the Product. In furtherance of the foregoing, and as an example and not as a limitation, you agree that you shall 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 fraudulent activity involving the Product or any payment method;
• 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. Who owns the intellectual property

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. Third-party components and links

The Product may rely on components supplied with the Product or installed on your computer, including Microsoft Word and QPDF, to perform document operations. Those components may be subject to their own licenses and terms.

The website may contain ordinary links to independent websites. We do not control those websites and are not responsible for their availability, content, security, or privacy practices. Visiting an external link is at your discretion and may be subject to the operator’s own terms.

8. Warranty disclaimer; limits on liability; indemnification

You accept that using the Product is at your own risk. The Product is offered on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, we expressly disclaim all warranties or conditions of any kind, written or oral, express, implied or statutory, including without limitation any implied warranty 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 suspend your access to the Product for an indefinite period of time, terminate your access to the Product and/or terminate this Agreement immediately and without notice if you breach this Agreement or any terms of service or if we, in our sole discretion, believe you to have willfully infringed any third party intellectual property rights, or if we are unable to verify or authenticate any information you provide to us, or upon any user activity whatsoever which is, in our sole discretion, inappropriate, an abuse and/or in violation of the spirit of the Product. We reserve the right to issue you a warning regarding the violation or to immediately terminate or suspend all or part of your 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.

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 shall be construed and enforced under the laws of Israel, without applying any conflicts of law principles that would require application of the law of any other jurisdiction. You agree to submit to the personal exclusive jurisdiction in Israel and any other court of competent jurisdiction chosen by us. Any claim or dispute arising out of or in connection with this Agreement or your use of the Product shall be decided exclusively by a court of competent jurisdiction located in Israel, to the exclusion of any other courts, and you hereby consent to, and waive all defences of lack of personal jurisdiction and forum non-convenient with respect to venue and jurisdiction in the courts of Tel-Aviv, Israel. In the event of any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, we strongly encourage that a resolution first be sought through our customer support service.

11. How we notify you

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 terms

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 constitutes the complete and exclusive agreement between you and us regarding its subject matter and supersedes all prior or contemporaneous quotations, agreements, communications or understandings, whether written or oral, relating to its subject matter.