Terms of Use

Last updated: 05/10/2018

1. Our Services

1.1. SourceFlare Ltd., an Israel company, ("us", "we" or "Digitalflare") has developed a proprietary online platform which includes integrative modules (the "Platform" and "Modules", respectively) in order to allow you to track, analyze and optimize the performance of your web/mobile/desktop application monetization and/or end-user aquisition acitivities(the "Funnel").

1.2. These Terms of Use ("Terms of Use") form a legal agreement between you (including, if applicable, any legal entity which you represent or act for) ("you") and Digitalflare and sets forth the terms and conditions governing your access to, and use of Digitalflare's services, including without limitation the Platform, the Modules, related applications and other services that are subject to payment, as well as our websites (including https://digitalflare.io/), and other features, content, and/or linked pages therein, offered to the general public from time to time by Digitalflare (collectively, the "Services"). Please read these Terms of Use carefully before using the Services. By registering to and/or using any of the Services in any manner, you agree to be bound by these Terms of Use, as may be amended by us from time to time. If you do not agree to these Terms of Use, please refrain from using the Services.

Please Note:
The use of our Platform, Modules and/or any other service accessible via srv.digitalflare.io are subject to payment ("Paid Services"). Sections 3, 4, 10.2-10.3, 10.5 and 13 apply specifically to such Paid Services. If you are a general user of our websites or blogs, such sections do not apply to you.

The use of our Paid Services is limited to the subscription term identified in Digitalflare's Generic Quote Form, that can be reached by specific request to our accounts team at accounts@digitalflare.io, and which forms an integral part of these Terms of Use ("Generic Quote Form").

Terms that are specified in the Generic Quote Form apply to your use of the Paid Services, and supersede any conflicting terms herein.

1.3. Subject to these Terms of Use, Digitalflare grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Services. You may not use the Services except as expressly set forth in these Terms of Use. For the avoidance of doubt, the subscription period of Paid Services shall be as specified in the Generic Quote Form.

1.4. The Services are intended for use by persons and entities that are of legal capacity to create a binding legal agreement and who are not barred from receiving services under the laws of their jurisdiction ("Legal Capacity"). Accordingly, if you are not of Legal Capacity, you are not allowed to use the Platform and/or other Services.

1.5. WE RESERVE THE RIGHT TO CHANGE OR DISCONTINUE ANY OF THE SERVICES AT ANY TIME, WITHOUT NOTICE, FOR ANY REASON OR FOR NO REASON. We may need to update these Terms from time to time. Unless otherwise required by law, we will notify you before we make changes to these Terms of Use and give you an opportunity to review them before they go into effect. Once any updated Terms of Use are in effect, you will be bound by them if you continue to use our Services. If you do not agree to our updated Terms, please refrain from using our Services (for example, you can delete your account at any time).

1.6. We reserve our right to refuse provision of any of the Services, to anyone, for any reason or for no reason.

1.7. Please make sure you read these Terms of Use along with our Privacy Policy http://digitalflare.io/privacy.html (the "Privacy Policy"). The Privacy Policy is an integral part of Digitalflare's Terms of Use Please read our Privacy Policy carefully before using the Services.

1.8. All communications between you and us shall be by electronic means. You hereby agree to receive communications from us in an electronic form.

1. The Website

These Terms of Use apply to any users of our current or future websites, including https://digitalflare.io/ and any content and blogs provided therein. Please review our Privacy Policy in order to learn more about the information and data that we may collect of process from our general users.

3. The Platform and the Modules

3.1 The Platform is a cloud hosted software application that collects data from your Funnel, then extend it with additional data (either from third party services, similar data pattens detected in past, etc), to allow you to view and analyze this data in and aggregated manners.

3.2 The Modules are either software components that should be integrated by you to your Funnel AND additional ready-to-use plugins that can connect and interact with the 3rd party platforms used by you in your funnel. The Modules enable both the collection of user interaction data for analysis by the Platform; AND, where applicaple, the modules enable the Platform to execute direct actions to take place on 3rd patry platforms the Platform. The Modules will be considered as an integral part of the Platform herein.

4. Your responsibility for your End User Data

4.1 Integration of the Modules allows us to track the data concerning the characteristics and activities of users (the "End Users") of your Funnel(s), which may include personally identifiable information of End Users ("Funnel Data"). We will use and share your information and that of your End Users in accordance with our Privacy Policy.

4.2 Digitalflare processes End User information only in accordance with your instructions and does not have any direct interaction with the End Users. It is your responsibility, and not Digitalflare's, to ensure that your End Users are aware of and accept Digitalflare's use of their information. As between Digitalflare and You, you are responsible for the lawfulness of the processing of your End Users' information.

4.3 As a condition to our provision of the Services to you, you undertake (i) to provide notice and obtain all consents and rights necessary under applicable data protection laws for Digitalflare Digitalflare to process Funnel Data for us to provide the Services and (ii) to comply with obligations you may have as a data controller under applicable data protection laws (including the EU General Data Protection Regulation (GDPR)) in respect of the processing of your Funnel Data and any processing instructions you provide Digitalflare.

4.4 Digitalflare shall bear responsibility for sharing information with the service providers it uses for the provision of the Services. This is described in our privacy policy. Any other sharing of information with third parties, which you request that Digitalflare conduct or facilitate, shall be at your sole responsibility. You are responsible for entering into separate contractual arrangements with such third parties, binding them to comply with obligations in accordance with data protection laws and Digitalflare shall not be responsible or liable for such third parties' acts or omissions.

4.5 To the extent EU data protection law applies to our processing of your Funnel Data, this processing will be governed by our data processing agreement and you instruct us to disclose personal data as necessary to:

- comply with laws applicable to us, including US Federal or state law

- in response to lawful requests by public authorities; or

- if we are involved in a merger, acquisition, or sale of all or a portion of our assets or in a bankruptcy or liquidation proceeding

4.6 Notwithstanding the foregoing, we may use (i) anonymized and aggregated statistical data derived from the Funnels Data to provide the Services or to improve our Platform; and (ii) contact details and payment information for entering into and maintaining the business relationship between you and us.

5. Creating an Account

5.1. You are required to create an account in order to use the Services (the "Account"). You agree that all information provided by you is accurate, full, complete and up-to-date at all times. Any registration is solely for you and you may only use one single Account. You may not use the Account of any other entity, or allow others to use your Account, and you are solely responsible for preventing such unauthorized use of your Account.

5.2. We strongly recommend having a complex password to access your Account, which should be kept secured at all times. You are also encouraged to change your password regularly. Do not share your passwords with others.

6. Using the Services

When using the Services, you are required to follow the following rules and guidelines:

6.1. You may not use the forums or any other Services to harass or intimidate any other users of the Services.

6.2. You agree to be held solely responsible and solely liable for anything that occurs in your Account and any activity in your Account, including without limitation, for any content being uploaded in your Account, if applicable.

6.3. You may not use the Services to submit any unsolicited e-mail or comments.

6.4. You may not transmit via the Services any virus, worm, Trojan horse or any other potentially malicious code.

6.5. You may not crawl, scrape, or otherwise cache any content from the Services, without our prior written consent. You may not reverse engineer or decompile any software that is included in the Services or attempt to discover its underlying source code.

6.6. In using the Services you agree not to violate any applicable laws in your jurisdiction (including but not limited to any intellectual property laws).

6.7. To facilitate our compliance with any record keeping obligations we may have in connection with your information, where requested and as applicable to you, you agree to provide such information to us via the user interface of the Services or via such other means as we may provide, and will use such user interface or other means to ensure that all information provided is kept accurate and up-to-date.

7. Intellectual Property

7.1 You acknowledge and agree that Digitalflare retains sole, full and exclusive ownership of all intellectual property rights of any kind related to the Platform, Modules and other Services, including copyrights, trademarks and other proprietary rights ("Intellectual Property Rights"). No license is granted hereunder to any Intellectual Property Rights. "Digitalflare" and other of our trademarks may not be used for any purpose without our prior written approval.

7.2. The Services are licensed and not sold. We reserve all rights not expressly granted to you in these Terms of Use. Digitalflare and its licensors own the copyright and other worldwide intellectual property rights in the Services and all derivatives and copies thereof. No right, title or interests to the Services or any of Digitalflare's Intellectual Property Rights (as defined below) are granted except as expressly set forth herein. We reserve the right to require you to install certain software updates or upgrades in order to continue using the Services.

7.3 When you publish content or information on the forum, it means that you are allowing everyone, including people who are not registered users of the Services, to access and use that information, and to associate it with you (i.e., your name and the avatar you chose when you registered to use the forum). We always appreciate your feedback or other suggestions about our Services, but you understand that you have no obligation to offer them and that we may use your feedback or suggestions without any obligation to compensate you for them.

7.4 COPYRIGHT POLICY

We respect the intellectual property rights of others and expect you to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your proprietary Content has been copied on the Services in a way that constitutes copyright infringement, please provide us in writing with the following information:

a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; your contact information, including your address, telephone number, and an email address; a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

We reserve the right to remove IP Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we will also terminate a user's account if the user is determined to be a repeat infringer. Under the U.S. Digital Millennium Copyright Act, our designated copyright agent for notice of alleged copyright infringement appearing on the Services may be contacted as set forth below:

Designated Agent for Notification of Claimed Copyright Infringement

Attn: Copyright Agent SourceFlare Ltd. 114 Igal Alon St. Tel-Aviv, Israel Email: copyright@digitalflare.io

8. Representations and Warranties

8.1. You hereby represent and warrant that:

8.1.1. You are at least 16 years old and have the right, power, and Legal Capacity to enter into and perform these Terms of Use, and bind any legal entity which you represent or act for;

8.1.2. All information in your Digitalflare Account is accurate and correct;

8.1.3. Your use of the Services will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations and including any applicable data protection laws (such as the EU General Data Protection Regulation (GDPR)) as well as with these Terms of Use;

8.1.4. Your mobile service or Funnel does not:

8.1.4.1. Contain any defamatory, libelous, obscene, hateful or otherwise offensive or illegal content;

8.1.4.2. Contain or transmit and virus, worm or other malicious software or code;

8.1.4.3. Collect or transfer any personal information from End Users except as expressly set forth in a clear and conspicuous privacy policy affirmatively accepted by such End User;

8.1.4.4. Infringe any third party intellectual property or moral rights; or

8.1.4.5. Violate any law, rule or regulation.

8.1.5. Your mobile service or Funnel is stable and secure, and complies with all third party services terms and conditions.

8.1.6 Any information that Digitalflare processes on your behalf shall not contain information that reveals racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning an individual's sex life or sexual orientation and other sensitive categories of information.

8.2. You are solely and exclusively responsible for all your communications and interactions with us or with any person or entity with whom you may communicate, interact or engage as a result of your use of the Services. You agree and confirm that we do not, and do not intend to, make any inquiries of any person or entity or verify the information any person or entity submits or provides while using the Services. You agree to take precautions in all communications and interactions with any person or entity whether made either through the Services or through other means.

9. Disclaimer, Limitation of Liability

9.1. THE SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES AND THE ACCURACY OF THE INFORMATION PROVIDED THROUGH THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF THE SERVICES INCLUDING WITHOUT LIMITATION TO THE SERVICES BEING FREE FROM DEFECT OR ANY VIRUS, WORM, TROJAN HORSE OR ANY OTHER POTENTIALLY MALICIOUS CODE. THE ENTIRE RISK ARISING OUT OF THE USE (OTHER THAN NONINFRINGEMENT OF THIRD PARTIES' RIGHTS) OR PERFORMANCE OF THE SERVICES, TO THE EXTENT PROVIDED, REMAINS WITH YOU. YOUR SOLE RECOURSE IN THE EVENT OF ANY DISSATISFACTION WITH THE SERVICES IS TO STOP USING THEM. DIGITALFLARE DOES NOT WARRANT THAT THE SERVICES WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. FOR THE AVOIDANCE OF DOUBT, IT IS MADE EXPLICITLY CLEAR THAT DIGITALFLARE HAS NO RESPONSIBILITY FOR AND SHALL BEAR NO LIABILITY REGARDING TO THE SERVICES AND THEIR USE.

9.2. Without derogating from the above, you hereby acknowledge and agree that in provision of the Services, we may rely from time to time on services provided by third parties, including, but not limited to, data network providers, hosting services providers, clearing services providers, etc. Any transaction may be temporarily refused, limited, interrupted, or curtailed due to government regulations or orders, network modifications, repairs, and upgrades or banking, financial institution or other similar bodies. WE ARE NOT, AND SHALL NOT BE, OBLIGED TO PROVIDE THE SERVICES WHERE SUCH FACTORS PREVENT IT. YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR BUSINESS INTERRUPTIONS SUSTAINED AS A RESULT OF INTERRUPTIONS CAUSED BY DATA NETWORK PROVIDERS OR ANY OTHER THIRD-PARTY PROVIDER.

9.3. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, WHETHER DIRECT, INDIRECT OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, AND INCLUDING FURTHER, DAMAGES WHICH MAY ARISE IN CONNECTION WITH THE USE OF THE SERVICES AND/OR THESE TERMS OF USE, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, EMPLOYMENT OPPORTUNITIES, FROM BUSINESS INTERRUPTIONS, OR FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICES. WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY TRANSACTION OR ENGAGEMENT BETWEEN YOU AND ANY THIRD PARTY OR FOR ANY INFORMATION PROVIDED BY YOU OR ANY THIRD PARTY. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION.

9.4 YOU HEREBY EXPRESSLY AGREE THAT WE SHALL HAVE THE RIGHT, AT ANY TIME AND AT OUR SOLE DISCRETION, TO TAKE ANY ACTION TO MONITOR ANY INTERACTION OR ENGAGEMENT RESULTING FROM THE USE THE SERVICES BY YOU AND ANY THIRD PARTY. TO THE FULL EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE US FROM ANY CLAIMS OR LIABILITY RELATING IN ANY WAY THERETO.

9.5 THE PROVISIONS OF THIS SECTION ‎9 SHALL APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.6 YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THESE TERMS OF USE IS TO DISCONTINUE USING THE SERVICES. IN THE EVENT THAT A COURT HAVING JURISDICTION SHALL DETERMINE THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS OF USE WILL NOT EXCEED THE CONSIDERATION THAT WE ACTUALLY RECEIVED FOR YOUR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS' PERIOD PRECEDING SUCH CLAIM.

10. Term and Termination

10.1 As a general user of Digitalflare's website, the Terms of Use apply to you as long as you use the website and any Services offered therein.

10.2 To the extent you wish to obtain the right to use our Paid Services, you will be required to agree to our Generic Quote Form, and the Terms of Use will be effective between you and us on the date you agreed to such Generic Quote Form, unless otherwise provided in the Generic Quote Form itself (the "Effective Date").

10.3 We reserve the right to suspend or terminate your Account and/or your access and use of the Services, at our sole discretion, should you fail to meet the requirements set forth in these Terms of Use. If you wish to terminate your Account, you may do so by taking all of the following steps: (i) notifying us at any time, and (ii) closing all your Accounts, where this option has been made available to you, and (iii) removing the Modules (our SDK) from all your Funnels within 7 days.

10.4 In the event (a) we have provided you with another quote, or (b) a commercial agreement is executed between us (each shall be referred to herein as a "Separate Commercial Agreement"), the Paid Services will continue during the term specified in such Separate Commercial Agreement. In the event that the Separate Commercial Agreement expires or terminates, and you wish to re-subscribe to our Paid Services, the terms of our Generic Quote Form will apply.

10.5 The provisions of these Terms of Use which by their nature and content are intended to survive any termination or expiration thereof, shall so survive. Such provisions include, without limitation, your obligation to pay us any outstanding non-refundable fees, the warranty disclaimers, limitation of liability and indemnity provisions.

11. Indemnity

You shall defend, indemnify, and hold harmless Digitalflare, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives from all liabilities, losses, claims, and expenses, including without limitation reasonable attorneys' fees, that arise from or relate to (i) your access, use or misuse of the Services, (ii) your failure to obtain all rights, authorizations or consents from your End User, as further detailed herein, or (iii) your violation of these Terms of Use or any applicable law, contract, policy, regulation or other obligation. Digitalflare reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and fully cooperate with Digitalflare in connection therewith.

12. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services ("Feedback"). You may submit Feedback by e-mail to contact@digitalflare.io. You acknowledge and agree that all Feedback will be solely and exclusively our property and you hereby irrevocably assign to us all right, title, and interest that you may have in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein.

13. Payment

In consideration for the use of our Paid Services, you shall make payment to Digitalflare pursuant to the pricing terms set forth in the Generic Quote Form. You must add applicable VAT to such amounts as required by law. All amounts payable hereunder are exclusive of all applicable taxes and government charges, and you shall make payment to Digitalflare without deduction for and free and clear of any such amounts. Within ten (10) days of your commencement of use of the Paid Services you shall pay a service fee, in advance, for the next 12 months of Service, except to the extent expressly agreed otherwise in writing in the Generic Quote Form. Additional payments of fees for 12 months in advance should be paid for any subsequent period of Services. Linear overage fee shall be charged for any use of the Services exceeding the applicable maximal monthly events as defined in the pricing terms. Late payments shall bear interest at the rate of 18% per annum. These payment terms shall continue to apply so long you use the paid Services, during your applicable subscription periods.

14. General Terms

14.1. These Terms of Use do not create any partnership, employment, agency or other relationship not herein specifically and explicitly agreed. There are no third-party beneficiaries of these Terms of Use.

14.2. You may not assign your rights under these Terms of Use, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be null and void. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you

14.3. Should any part of these Terms of Use be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect.

14.4. Failure by us to enforce any provision of these Terms of Use will not be considered a waiver of the right to enforce such provision. Our rights hereunder will survive any termination or expiration of these Terms of Use.

14.5. These Terms of Use will be governed by the laws of the State of Israel. You agree that the courts located in Tel-Aviv will have exclusive jurisdiction over any dispute between you and us. However, you agree that we may seek equitable relief in any jurisdiction when appropriate.

14.6. Unless a Separate Commercial Agreement is agreed to and/or signed by you and us that expressly supersedes these Terms of Use, these Terms of Use constitute the entire and only agreement between you and us, and supersede all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter hereof.

If you have questions regarding our Terms of Use, please contact us at:
contact@digitalflare.io
SourceFlare Ltd.
114 Igal Alon st.
Tel-Aviv, Israel

All rights reserved, SourceFlare Ltd.