Effective as of September 2023.

These following Terms of Use cover your use of the services (the “Services”) offered by Metagramm Software Ltd., a company organized under the laws of the State of Israel, with registration number 516529211 ("Metagramm"), offered through its application (the “App”) or website (the “Site”). [Amit – are both of these relevant?]

Please read the requirements of these Terms of Use carefully, as your use of any of the Services constitutes your agreement to comply with these Terms of Use carefully. You can access these Terms of Use at any time athttps://qa.bubbl.ai.

If you cannot agree to and comply with these Terms of Use and its requirements, you are expressly prohibited from use of the Services and must exit the App or the Site.

1. Services

1.1. Metagramm grants you a revocable, non-exclusive, non-sublicensable, non-transferable right to access and use the Services.

1.2. Metagramm shall make the Services purchased through the App or Site available to you during the applicable Subscription Term or Renewal Term, as defined below. The Services will include the features and functionality detailed in the App or Site. Metagramm may update the content, functionality, and user interface of the Services from time to time in its sole discretion.

1.3. The Services are provided by Metagramm for no charge, unless upgraded to the “Premium Version”, meaning an upgrade to a standard single-user subscription that adds premium subscription benefits, as may be designated from time to time and detailed in these Terms of Use. [Amit – is this relevant?]

1.4. You acknowledge that Metagramm may, from time to time, auto update the Services (which may include adding or removing functionality) without a prior notification.

2. Eligibility

2.1. You warrant that: (a) you are competent to agree to these Terms of Use; (b) these Terms of Use are legally binding upon you and enforceable in accordance with its terms; (c) you have obtained all legally required consents and permissions from all users of the Services, for the submission and processing of personal data through the Services; and (d) the transfer and processing of User Data, as defined below, under these Terms of Use is lawful. [Amit – is there an age limit?]

3. Account [Amit – is this relevant?]

3.1. To access the Services, must register for an account by creating a username and password, at the link in the Site or App (the “Account”), which shall include your details. You agree to provide us with accurate, complete, and current registration information about yourself.

3.2. By registering for an Account, you agree that you are fully responsible for all activities that occur under your username and password. It is your responsibility to ensure that your password remains confidential and secure. Metagramm will not be liable for any loss, damages, liability, expenses, or attorneys’ fees that you may incur as a result of someone else using your username, password or Account, with or without your knowledge and/or authorization, and regardless of whether you have or have not advised Metagramm of such unauthorized use. In the event that you lose your username or password or otherwise request information about an account, Metagramm reserves the right to request any verification it deems necessary before restoring access to or providing information about such Account in its sole discretion.

3.3. We may assume that any communications that Metagramm receives under your Account have been made by you. If you are an entity, you confirm that the person detailed in your Account has the authority to make decisions on behalf of such entity and are authorized to make decisions on behalf of such entity and agree that Metagramm is entitled to rely on your instructions.

3.4. You agree to notify Metagramm if you become aware of any unauthorized use of or access to your Account. Metagramm may require you to provide information that may be used to confirm your identity and help ensure the security of your Account.

3.4. You agree to notify Metagramm if you become aware of any unauthorized use of or access to your Account. Metagramm may require you to provide information that may be used to confirm your identity and help ensure the security of your Account.

3.5. When registering for the Account, there may be the possibility to include certain vouchers or codes to receive discounts or additional services. Please note that these vouchers or codes must be included in the registration of the Account for them to be considered as valid. [Amit – is this relevant?]

4. Restrictions

4.1. You will not, nor will you authorize or assist others to: (i) circumvent, disable or otherwise interfere with security-related features of the Services or features that enforce limitations on use of the Services, (ii) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Services or otherwise discern the source code of the Services, (iii) use the Services on a service bureau or time sharing basis or to provide services to third parties, (iv) distribute, copy, rent, lease, sublicense, assign, sell or otherwise transfer the Services or any of your rights therein, (v) violate or abuse password protections governing access to the Services, (vi) interfere or attempt to interfere with the integrity or proper working of the Services, (vii) use the Services in any unlawful manner or in breach of these Terms of Use, (viii) use Metagramm’s name, logo or trademarks without its prior written consent, (ix) use the Services in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed identified security vulnerability, or other benchmarking activities, either alone or in connection with any other Services or hardware without the prior written consent of Metagramm, (x) distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes, (xi) use the Services or any information posted on the App or Site for any commercial purpose, including without limitation: (I) distribution; (II) resale; (III) rental; (IV) lease; or (V) display; and/or (x) use the Services other than as permitted herein.

4.2. You may not post on the App or the Site any content that may: (i) violate any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity; (ii) be deceptive, fraudulent, illegal, obscene, pornographic, defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking; (iii) contains any personal information of minors or of anyone that has not given their prior approval to such post; (iv) contain any sensitive personal information; (v) contain viruses, bots, worms, or similar harmful materials.

4.3. You may not utilize the App, Services or Site to carry out, promote or support: (i) any unlawful or fraudulent activities; (ii) impersonation of another person or entity or misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others; (iii) activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking; (iv) publishing or posting other people’s private or personal information without their express authorization and permission; (v) sending unsolicited communications, promotions advertisements, or spam; (vi) publishing or linking malicious content intended to damage or disrupt another user’s browser or computer; or (vii) promoting or advertising products or services other than your own without appropriate authorization.

4.4. If Metagramm believes you are abusing the App, Site or the Services in any way, it may, in its sole discretion and without limiting other remedies, take technical or legal steps to prevent or limit you from using the Site and our Services.

5. Proprietary Rights

You expressly acknowledge that Metagramm solely and exclusively owns any and all worldwide right, title and interest in and to the App, Site and Services, including all worldwide intellectual property rights therein, and including any modifications, enhancements, updates, upgrades and derivative works thereof. You will not delete, remove, obscure or in any manner alter the copyright, trademark, and Metagramm’s or any other third parties’ intellectual proprietary rights notices appearing on or in the App, Site and Services or any component thereof. You expressly acknowledge that the App, Site and Services may include third party components, which shall be used by you solely in conjunction with the App, Site and Services and shall not be used for any other purpose without the prior written consent of Metagramm.

6. User Data

6.1. While using the Services, certain User Data, as defined below, will be made available to Metagramm. You hereby grant Metagramm a royalty-free, fully-paid, irrevocable license to use, process, display, copy and store the User Data in order to (i) provide the Services to you; and (ii) to make improvements to the Services. You acknowledge that the Services do not operate as an archive or file storage service. You are solely responsible for the backup of User Data, and you alone should implement back up plans and safeguards appropriate for its requirements. “User Data” means raw data provided by you to Metagramm for the purpose of and in connection with using the Services. Metagramm will not use the User Data for any other purpose than the provision of the Services to you and other than as explicitly provided herein and in accordance with the Privacy Policy.

6.2. Metagramm shall implement and maintain administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of User Data.

6.3. You are solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all User Data. You shall ensure that you are entitled to transfer the relevant User Data to Metagramm so that Metagramm and its service providers may lawfully use, process, and transfer the User Data in accordance with these Terms of Use and Metagramm’s Privacy Policy on your behalf. You shall promptly notify Metagramm if you become aware of any unauthorized use of or access to your Account or the Services.

6.4. Upon termination or expiration of these Terms of Use, Metagramm will cease all use of the User Data and delete any and all copies of the User Data from its systems.

7. Term and Termination [Note. Is there a “term” for the agreement?]

7.1. These Terms of Use shall become effective on the earliest of (a) the date you indicate your agreement below by clicking the acceptance button when opening your Account; and (b) your use of the Services (the “Subscription Start Date”) and shall remain effective for the period chosen when creating the Account or for as long as you use the Services (the “Subscription Term”).

7.2. You agree that the Subscription Term will automatically renew on an annual or monthly basis according to the period chosen when creating the Account or for as long as you use the Services (the “Renewal Term”). You authorize Metagramm to automatically charge you for the applicable Subscription Fees, as defined below, on or after the Renewal Term unless you or Metagramm notify at least seven (7) days prior to the Renewal Term of such party’s desire not to renew the Subscription Term. [Amit – is this relevant?]

7.3. You must cancel the Subscription prior to the Renewal Term in order to avoid billing of the next period’s Subscription Fees. You can cancel your subscription anytime online by going into your Account settings and following the instructions provided. If you choose to cancel your subscription during the Subscription Term, you may use the Services until the end of your then-current Subscription Term or Renewal Term, but will not be issued a refund for the most recently (or any previously) charged fees.

7.4. Metagramm may suspend or terminate the Subscription Term if you are using the Services in a manner that violates laws, rules or regulations or creates an excessive burden or potential adverse impact on it.

7.5. Upon termination or expiration of these Terms of Use, you shall have no more right to use the Services under these Terms of Use and you will cease all use of the Services. In the event of termination of these Terms of Use, Metagramm may, without liability to Metagramm, disable your passwords, accounts and access to all or part of the Services.

7.6. Any provisions hereof which expressly or by their nature are required to survive termination or expiration of these Terms of Use in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose.

8. Pricing and Payment [Amit, is this relevant?]

8.1. If you choose the Premium Version, you shall pay the applicable subscription fees specified in the Account (the “Subscription Fees”) for the Services, at such times and for such periods as set forth therein.

8.2. If not otherwise specified, all Subscription Fees shall be automatically payable at the beginning of each Subscription Term or Renewal Term according to the payment details determined when creating the Account. All amounts payable hereunder shall not be subject to any set-off or deduction. All Subscription Fees are exclusive of any applicable taxes, duties and similar governmental charges, and you are responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with these Terms of Use.

8.3. Payment obligations are non-cancelable, and Subscription Fees paid are non-refundable unless otherwise provided herein.

8.4. Subscription Fees are based on annual or monthly periods (or pro rata portions thereof, calculated on a daily basis) that begin on the Subscription Start Date, as defined above, and each annual or monthly anniversary thereof, all as determined in your Account.

8.5. Metagramm reserves the right to revise fee rates and/or the billable amount structure for the Services at any time and will provide you with notice of any such changes at least twenty (20) days prior.

9. Limited Warranties; Disclaimer of Warranties

9.1. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED BY METAGRAMM TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND METAGRAMM, MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICES AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE INFORMATION OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS. TO THE MAXIMUM EXTENT POSSIBLE BY LAW. YOU ACKNOWLEDGE THAT METAGRAMM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. METAGRAMM IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD-PARTY HOSTING SERVICE PROVIDERS.

10. Limitation of Liability

10.1. METAGRAMM’S TOTAL CUMULATIVE LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OF USE WILL BE LIMITED TO AND WILL NOT EXCEED THE LOWER OF (A) THE SUBSCRIPTION FEES PAID TO METAGRAMM PURSUANT TO THESE TERMS OF USE DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) US$50.

10.2. IN NO EVENT WILL METAGRAMM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, GOODWILL, BUSINESS, PROFITS, USE OF MONEY, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), FINES OR OTHER PENALTIES FOR NONCOMPLIANCE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE USE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT METAGRAMM (AND ITS LICENSORS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11. Confidential Information

11.1. Each party agrees to keep confidential and to use only for purposes of performing its obligations under these Terms of Use, any proprietary or confidential information of the other party disclosed pursuant to these Terms of Use which is marked as confidential or is identified at the time of disclosure as confidential or which would reasonably be considered confidential or proprietary in nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, was already known to the receiving party prior to disclosure of confidential information to it or which is required by law, stock exchange rules and regulations, government order or request to be disclosed (provided that the receiving party shall give written notice to the other party prior to such disclosure and an opportunity, at the objecting party’s expense, to take legal steps to resist or narrow such request). You acknowledge that the Services shall be deemed as Metagramm’s confidential information. Metagramm acknowledges that the User Data is your confidential information. Upon any termination of these Terms of Use, the receiving party shall return to the disclosing party or upon request, delete all confidential information of the disclosing party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in these Terms of Use. For clarification purposes, you shall be solely responsible and liable for the activity that occurs in your Account.

11.2. The receiving party shall not be prevented from disclosing any or all of the confidential information to any of its directors, officers, employees, advisors, agents and consultants (the “Representatives”) as are required to have knowledge thereof for the purposes of these Terms of Use, provided that each such Representative is bound by obligations of confidentiality to the receiving party no less restrictive than those contained herein and provided that the receiving party remains liable for any act or omission of its Representatives that, if done by the receiving party would be a breach of the terms of this Section 11.

11.3. The receiving party acknowledges that the remedy at law for breach of this Section 12 may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Section 12 by the receiving party or any of its Representatives and to enforce the terms and provisions of this Section 12 in addition to any other remedy to which the disclosing party is entitled at law or in equity.

12. Privacy Policy

For information about how we collect, use, and share the data we collect from and about you, please see our Privacy Policy which is incorporated by reference above into these Terms of Use.

13. Force Majeure

Other than payment obligations, neither party shall be liable to the other for any performance delay or failure to perform hereunder, exclusive of payment obligations, due to any act, omission or condition beyond the reasonable control of the affected party.

14. User Content and Feedback

Any feedback, comments, and suggestions you may provide for improvements to the Services shall be deemed to have been given voluntarily and Metagramm will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such feedback as Metagramm sees fit, entirely without obligation or restriction of any kind.

15. Security

Metagramm maintains physical, electronic, and procedural safeguards and personnel policies, consistent with applicable laws that are designed to guard its systems and information provided by our customers. Unfortunately, no data transmission over the internet can be guaranteed to be absolutely secure. In the event of a breach of the confidentiality or security of your personal information, Metagramm will reasonably attempt to notify you as necessary so it can take appropriate protective steps. Unless you indicate otherwise, Metagramm may notify you under such circumstances using your most current email address on record with Metagramm. More information is available at Metagramm’s Privacy Policy.

16. Electronic Communications

16.1. You consent to receiving communications from Metagramm electronically. Metagramm will communicate with you by e-mail or by posting notices on its website. You agree that all agreements, notices, disclosures, and other communications that Metagramm provides to you electronically satisfy any legal requirement that such communications be in writing if such requirements are applicable.

16.2. Each electronic communication will contain a link for you to be removed from the mailing list, to allow you to be easily removed from the mailing list.

17. Third-Party Links and Service and Websites

17.1. Please note that the Services may contain links to other sites. You may also install or enable third party services for use with the Services. Any use of such third-party services is solely your responsibility and the applicable third-party provider, and Metagramm is not responsible for the privacy practices or the content of such third-party services. You should check the privacy policy of each third-party website into which you enter. Any acquisition and use by you through such third-party website is your sole responsibility.

18. Miscellaneous

18.1. Metagramm reserves the right, at any time and without prior notice, to amend, modify, alter or update these Terms of Use. The date of the most recent revision will appear on this page. Your continued use of the Services will constitute your acceptance of any changes or revisions to these Terms of Use. Metagramm also reserves the right to post, from time to time, additional rules of usage that apply to specific parts of the Services without prior notice, which will be clearly identified. Your continued use of the Services constitutes your agreement to comply with these additional rules.

18.2. The provisions of these Terms of Use are independent of and severable from each other. If any provision, or portion thereof, is found to be invalid or unenforceable for any reason, that provision, or portion, shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties as expressed herein, or if it cannot be so modified, then eliminated, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or eliminated.

18.3. These Terms of Use shall be governed by and construed in accordance with the laws of Israel. Any dispute relating to these Terms of Use will be exclusively resolved in the applicable courts located in Tel-Aviv, Israel. The provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to these Terms of Use.

18.4. Nothing contained in these Terms of Use is intended or is to be construed to create a partnership, joint venture, or agency relationship. If any provision of these Terms of Use shall be declared invalid, illegal, or unenforceable, all remaining provisions shall continue in full force and effect.

18.5. Any failure by a party to require compliance by the other party with any of the terms of these Terms of Use will in no way affect such Party’s right to enforce the same, nor will any waiver by a party of any breach of any term of these Terms of Use constitute a waiver of any succeeding breach.

18.6. These Terms of Use may not be transferred or assigned by you without the prior written consent of Metagramm, which shall not be unreasonably withheld; Any attempted assignment or transfer of any of the rights, duties, or obligations herein shall be void if not in compliance with this subsection. Metagramm may assign the Agreement without your consent, including in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets or similar transaction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties and their respective permitted successors and permitted assigns.

18.7. Metagramm may include your name and logo in its online customer list and in print and electronic marketing materials. [Amit – is this relevant?]

18.8. If you have any questions or concerns about these terms, or the Services, please send us feedback through the feedback options on the Site or through the Account.