Clear Value End User License Agreement

Clear Value Ltd., (“Clear Value”, “we”, “us” or “our”) operates a platform, accessible at (https://claritus.io) (the “Site”) and through any app that we make available (the “App” and together with the “Site” the “Platform”). PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE PLATFORM.

By clicking the “accept” or “ok” button, or installing and/or using the Platform you expressly acknowledge and agree that you are entering into a legal agreement with Clear Value and have understood and agree to comply with, and be legally bound by, the terms and conditions of this End User License Agreement (“Agreement”). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement please do not use the Platform.

  1. Description of our Services. The Platform enables you to view consolidated financial information about you, as shall be collected from various third party sources (including various financial institutions) ("Third Party Sources"), pursuant to access permissions you have granted with respect to such Third Party Sources, as well as analyses of such information and additional services as shall be available on the Platform from time to time (collectively, “Services").

  2. Ability to Accept. By using the Platform you affirm that you are over the age of eighteen (18) years.

  3. Subscription to Platform. Subject to the terms and conditions of this Agreement, we hereby grant you a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license ("License") to: (i) download, install and use the App on a mobile telephone, tablet or device (each a “Device") that you own or control; and (ii) access and use the Platform in accordance with this Agreement and with respect to use of the App, in accordance with any applicable Usage Rules (defined below).

  4. Restrictions. You agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the Platform; (ii) make the Platform available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Platform; (iv) copy (except for back-up purposes), modify, improve, or create derivative works of the Platform or any part thereof; (v) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Platform; (vii) use any communications systems provided by the Platform to send unauthorized and/or unsolicited commercial communications; (viii) use the Platform name, logo or trademarks without our prior written consent; and/or (ix) use the Platform to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement.

  5. Account. In order to use the Platform you have to create or use an account (an “Account”). If you create an Account, you must provide accurate and complete information for yourself. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any unauthorized use of your Account. You are responsible for maintaining the confidentiality of the login details for your Account and for any activities that occur under your Account. Clear Value encourages you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account. You should also maintain appropriate anti-virus and anti-malware software on your Device, so that your Account login information is not compromised through your own negligence. If you have any concerns about the login details for your Account or think they have been misused, please contact Clear Value at help@claritus.io. Please note that we shall have the right to terminate and/or delete any Account that was not active during a period of 6 months.

  6. App Usage Rules. If you are downloading the App from a third party mobile device platform or service provider ("Distributor"), please be aware that the Distributor may have established usage rules which also govern your use of the App ("Usage Rules"). We specifically refer to the Usage Rules of certain Distributors below in the section below entitled ‘Distributor Requirements and Usage Rules’, but other Usage Rules may be applicable depending on where the App has been downloaded from. You acknowledge that, prior to downloading the App from a Distributor, you have had the opportunity to review and understand, and will comply with, its Usage Rules. The Usage Rules that are applicable to your use of the App are incorporated into this Agreement by this reference. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the App; if you are unable to make such a representation you are prohibited from installing and/or using the App.

  7. Location Data. Certain features or functionality ("Features") of the Platform may collect or be dependent on data related to your geographic location ("Location Data"). If you wish to use these Features, you agree to provide or to make your Location Data accessible to us. To the extent that we do collect Location Data, we shall use it in accordance with our Privacy Policy (defined below). If you do not provide or make such Location Data accessible then the Features may be limited or not operate.

  8. Intellectual Property Rights.

    1. Ownership. The Platform is licensed and not sold to you under this Agreement and you acknowledge that Clear Value and its licensors retain all title, ownership rights and Intellectual Property Rights (defined below) in and to the Platform (and its related software). We reserve all rights not expressly granted herein to the Platform. “Intellectual Property Rights” means any and all rights in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.

    2. Content. The content on the Platform, excluding Customer Data (as defined below) and including without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the “Materials"), and the trademarks, service marks and logos contained therein ("Marks”, and together with the Materials, the “Content"), is the property of Clear Value and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Clear Value” and the Clear Value logo are Marks of Clear Value and its affiliates. All other Marks used on the Platform are the trademarks, service marks, or logos of their respective owners.

    3. Use of Content. The content on the Clear Value is provided to you “as is” for your personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the content you must retain all copyright and other proprietary notices contained therein.

    4. Your Data. You shall retain all rights and ownership in the financial information collected from Third Party Sources and presented to you in the Platform (the “Customer Data”). We will use your Customer Data only in order to provide you our Services. Notwithstanding the foregoing, any anonymous information, which is derived from the use of the Platform (i.e., metadata, aggregated and/or analytics information which is not personally identifiable information, or traceable or identifiable of you (“Analytics Information”) may be used by us for the purpose of providing the Services, for feature or products development and/or for statistical purposes, and such Analytics Information shall be deemed our property.

  9. Third Party Sources.

    1. The Platform enables you to view your financial information as retrieved from Third Party Sources that you have chosen, as may be available in the Platform from time to time. Clear Value does not warrant that the Platform allows automatic connectivity with all relevant Third Party Sources, and should a specific Third Party Source is not listed in the Platform, you may manually insert such Third Party Source details to the Platform.

    2. We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, or Intellectual Property Rights (defined below) of, or relating to, any information provided by and/or retrieved from the Third Party Sources, as well as any information and/or report and/or analysis that is based on such information, and you shall have no claim against Clear Value with respect thereof.

  10. Payments.

    1. Your subscription to the Platform granted hereunder is currently for free, however, we may in the future charge a fee for certain features and/or uses. You will not be charged for any such uses of the Platform unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Platform.

    2. Please be aware that your use of the Platform may require and utilize internet connection or data access. To the extent that third party service provider or carrier charges for your internet or data usage are applicable, you agree to be solely responsible for those charges.

  11. Privacy. We will use any personal information that we may collect or obtain in connection with the Platform in accordance with our privacy policy which is available at https//claritus.io/privacy ("Privacy Policy"), and you agree that we may do so. Notwithstanding, you are aware that you are not legally obligated to provide us personal information, and you hereby confirm that providing us personal information is at your own free will. Please also be aware that certain personal information and other information provided by you in connection with your use of the App may be stored on your Device (even if we do not collect that information). You are solely responsible for maintaining the security of your Device from unauthorized access.

  12. Warranty Disclaimers.

    1. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

    2. WE DO NOT WARRANT THAT THE PLATFORM AND/OR THE SERVICES WILL OPERATE ERROR-FREE, THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT WE WILL CORRECT ANY ERRORS IN THE PLATFORM. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

      THE PLATFORM DOES NOT PROVIDE FINANCIAL ADVICE AND DOES NOT REPLACE ANY PROFESSIONAL FINANCIAL ADVICE OR GUIDANCE THAT YOU MAY REQUIRE. ACCORDINGLY, CLEAR VALUE IS NOT RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT DIRECTLY OR INDIRECTLY FROM YOUR RELIANCE ON ANY OF THE INFORMATION PROVIDED TO YOU ON THE PLATFORM AND/OR YOUR USE OR MISUSE OF THE PLATFORM AND SERVICES. CLEAR VALUE DISCLAIMS ANY LIABILITY IN THIS REGARD.

    3. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

  13. Limitation of Liability.

    1. UNDER NO CIRCUMSTANCES SHALL CLEAR VALUE BE LIABLE FOR ANY SPECIAL INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM AND/OR SERVICES EVEN IF CLEAR VALUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    2. IN ANY EVENT, CLEAR VALUE’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO CLEAR VALUE FOR USING THE PLATFORM WITHIN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.

  14. Indemnity. You agree to defend, indemnify and hold harmless Clear Value and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Platform; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.

  15. Updates and Upgrades. We may from time to time provide updates or upgrades to the Platform (each a “Revision"), but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Platform. All references herein to the Platform shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Platform, unless the Revision is accompanied by a separate license agreement which will govern the Revision.

  16. Third Party Open Source Software. Portions of the Platform may include third party open source software that are subject to third party terms and conditions ("Third Party Terms"). If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this Agreement to the contrary, Clear Value makes no warranty or indemnity hereunder with respect to any third party open source software.

  17. Term and Termination.

    1. This Agreement is effective until terminated by us or you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Platform; and/or (ii) terminate this Agreement and your use of the Platform with or without cause, and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Platform in any way, your only recourse is to immediately discontinue use of the Platform.

    2. Upon termination of this Agreement, you shall cease all use of the App. This Section ‎17.2 and Sections, ‎8 (Intellectual Property Rights), ‎11 (Privacy), ‎12 (Warranty Disclaimers), ‎13 (Limitation of Liability), ‎14 (Indemnity), ‎16 (Third Party Open Source Software) and ‎18 (Assignment) to ‎20 (General) shall survive termination of this Agreement.

  18. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Clear Value without restriction or notification.

  19. Governing Law and Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to its conflict of laws rules. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Yaffo, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.

  20. General. This Agreement, and any other legal notices published by us in connection with the Platform, shall constitute the entire agreement between you and Clear Value concerning the Platform. In the event of a conflict between this Agreement and any such legal notices, the terms of the applicable notice shall prevail with respect to the subject matter of such notice. No amendment to this Agreement will be binding unless in writing and signed by Clear Value. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

  21. Distributor Requirements and Usage Rules.

    1. Apple. If you download the App from the Apple, Inc. (“Apple”) App Store (or in any event if you download an Apple iOS App) then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement:

      1. You acknowledge and agree that:

        1. this Agreement is concluded between Clear Value and you only, and not with Apple, and Clear Value and its licensors, and not Apple, are solely responsible for the App and the content thereof.
        2. your use of the App is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into this Agreement.
        3. the License granted herein is limited to a non-transferable right to use the App on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs the iOS;
        4. Clear Value is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement, or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
        5. Clear Value is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Clear Value’s sole responsibility;
        6. Clear Value , and not Apple, is responsible for addressing any product claims you, or any third party, may have relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation;
        7. in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim;
        8. Apple, and its subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
      2. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

      3. If you have any questions, complaints, or claims regarding the App, please contact Clear Value at: help@claritus.io

      4. By entering into this Agreement you, to the extent legally permitted, hereby waive any applicable law requiring that this Agreement be localized to meet your language and other local requirements. To the extent that the foregoing is not permitted, you agree to be bound by the standard Apple Licensed Application End User License Agreement which is part of the Apple App Store Terms of Service, at www.apple.com/legal/itunes/us/terms.html#SERVICE (as amended from time to time).

Last updated: March, 2020