Terms of Use

Please read the following Terms of Use carefully before using this Site and/or the Services (both as defined below) so that you are aware of your legal rights and obligations with respect to PointFive Ltd. ("PointFive", "we", "our" or "us") in connection with the use of: (i) the website https://pointfive.co/ and any other website that we operate (each, together with its sub-domains, content and services, a "Site"); and (ii) the PointFive services, including any associated web application, platform and related products and services made available by PointFive on a subscription basis (the "PointFive's Services"). The Site and the PointFive's Services are individually and collectively referred to herein as the "Services".

If you are entering into, or have entered into, a written agreement with PointFive governing your subscription to and use of the Services (including a master services agreement, order form, statement of work, or similar agreement, an "Enterprise Agreement"), then as between you and PointFive, the Enterprise Agreement will control in the event of any conflict with these Terms, and these Terms will apply only to the extent they do not conflict with the Enterprise Agreement. For clarity, these Terms govern use of the Services, and (unless otherwise stated in an Enterprise Agreement) any free, trial, or self-serve online Services made available without an Enterprise Agreement.

By accessing or using the Services, you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, these Terms of Use, together with the Privacy Policy, defined below (the "Terms"). If you are using the Services on behalf of an entity, you represent that you have authority to bind that entity, and "you" includes that entity. To the extent not prohibited under applicable law, you agree to waive the right to require an original (non-electronic) signature, delivery or retention of non-electronic records. If you do not agree to be bound by these Terms, please do not access or use the Services.

1. Account Registration and Security

To access certain features of the Services, you (or your employer or other entity that you represent) may be required to create an account. You agree to provide accurate, current and complete information and to keep such information up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You will promptly notify us of any actual or suspected unauthorized access to or use of your account or credentials. We may suspend or terminate access to the Services if we reasonably believe your account has been compromised or used in violation of these Terms.

2. Fees; Channel Purchases

Fees (if any), subscription term, billing, and renewal terms for paid Services will be set forth in the applicable Enterprise Agreement. If you purchase access to the Services through an authorized partner, reseller, or managed service provider, your payment and commercial terms will be governed by your agreement with that partner, and any applicable Enterprise Agreement will govern PointFive's provision of the Services to the extent stated therein.

3. Services License

Subject to these Terms, we hereby grant you:

A personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license ("License") to access and use the Services. This license is for the sole purpose of letting you use and enjoy the Services' benefits in a way that these Terms allow.

License Restrictions

You agree not to, and shall not permit any third party to:

• Transfer (by sale, resale, license, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein or in any commercial agreement with us; sublicense, redistribute, lease, lend or rent the Services
• Make the Services available over a network where it could be used by multiple devices owned or operated by different people at the same time
• Disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Services
• Copy (except for back-up purposes), modify, improve, or create derivative works of the Services or any part thereof without our prior written authorization
• Circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Services
• Remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Services
• Use any communications systems provided by the Services to send unauthorized and/or unsolicited commercial communications
• Use the PointFive name, logo or trademarks without our prior written consent
• Use or launch any automated system (including without limitation, "robots" and "spiders") to access the Services
• Use the Services to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms

4. Intellectual Property Rights

Ownership

The Services are licensed and not sold to you under these Terms and you acknowledge that PointFive and its licensors retain all title, ownership rights and Intellectual Property Rights (defined below) in and to the Services (and its related software). We reserve all rights not expressly granted herein to the Services. "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.

Content and Marks

The content on the Services, including without limitation, the text, information, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the "Materials"), and the trademarks, service marks and logos contained therein ("Marks", and together with the Materials and feedback or material provided to PointFive by you or other users, collectively the "Content"), is the property of PointFive and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. "PointFive" and the PointFive logo are Marks of PointFive and its affiliates. All other Marks used on the Services are the trademarks, service marks, or logos of their respective owners.

Use of Content

Content on the Services is provided to you "as is" for your personal use only and may not be used, copied, modified, 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.

5. Confidentiality

By accessing or using the Services, you agree and acknowledge that any information you may obtain or have access to in connection with the Services that is non-public and that is disclosed by PointFive or made available through the Services, including (without limitation) the Services, pricing, technical information, code, data, business or financial information of any type (including, without limitation, PointFive's plans for new or enhanced products and services) (collectively, "Confidential Information"), constitutes confidential property of PointFive, whether or not it is identified as confidential at the time of disclosure, and whether or not it should be reasonably known by you to be confidential due to the nature of the information, and will be deemed trade secret and confidential information of PointFive without any marking or further designation.

You agree not to use any Confidential Information except as expressly permitted during your authorized use of the Services or as expressly authorized in writing by PointFive, and you further agree not to disclose any Confidential Information to any third party.

6. Privacy

We will use any personal information that we may collect or obtain in connection with the Services in accordance with our Privacy Policy which is available at https://pointfive.co/privacy ("Privacy Policy"), and you agree that we may do so. The categories of personal information processed in connection with the Services depend on the manner in which the Services are configured and used, the features enabled, and the data sources connected by or on behalf of the customer. Without limiting the foregoing, customer administrator and authorized user account details (such as name and work email) may be processed for authentication, access administration, and security logging, and certain technical data (which may include identifiers such as IP addresses and network-related logs) may be processed for security, fraud prevention, troubleshooting, and service operation, in each case as described in the Privacy Policy and any applicable Enterprise Agreement and data processing terms.

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 Services 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.

7. Customer Data

As between the parties, you retain all right, title and interest in and to any data, information, or other content submitted, uploaded, transmitted, or otherwise made available by or on behalf of you through the Services ("Customer Data"). PointFive may process Customer Data solely as necessary to provide, secure, maintain, and improve the Services, to prevent or address service, security, support, or technical issues, and as otherwise permitted by applicable law, the Privacy Policy, and any applicable Enterprise Agreement. You represent and warrant that you have all rights and permissions necessary to provide Customer Data to PointFive for processing as contemplated by these Terms.

8. Suspension; Termination

We may suspend your access to the Services (in whole or in part) immediately upon notice (or without notice where reasonably necessary) if: (i) we reasonably believe that your use of the Services poses a security risk to the Services or any third party; (ii) you are in material breach of these Terms; (iii) required to do so by applicable law; or (iv) you fail to pay undisputed amounts when due and do not cure within a reasonable period after notice. We may terminate these Terms upon written notice if you materially breach these Terms and fail to cure within thirty (30) days after receiving written notice (or immediately where the breach is not capable of cure). Upon termination, your right to access and use the Services will cease. Sections that by their nature should survive will survive termination, including confidentiality, intellectual property, disclaimers, limitation of liability, suspension and governing law.

9. Third Party Content and Sources

• The Services may enable you to view, access, link to, and use content from Third Party Sources (defined below) that are not owned or controlled by us ("Third Party Content"). The Services may also enable you to communicate and interact with Third Party Sources. "Third Party Source(s)" means: (i) third party websites and services; and (ii) our partners and customers.
• We are not affiliated with and have no control over any Third Party Sources. We do not assume any responsibility for the content, terms of use, privacy policies, actions or practices of, any Third Party Sources. Please read the terms of use and privacy policy of any Third Party Source that you interact with before you engage in any such activity. We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights of, or relating to, any Third Party Content.
• You are solely responsible and liable for your interaction with a Third Party Source. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against PointFive, and release PointFive from any and all liability, arising from your use of and interaction on any Third Party Content and from your interaction with any Third Party Source.

10. Warranty Disclaimers

11. Limitation of Liability

12. Liability

You will be liable for: (i) your or your users' access to or use of the Services in violation of these Terms; (ii) any act of intentional misconduct by you or your users; or (iii) any violation of applicable law. If an Enterprise Agreement applies, any indemnities in the Enterprise Agreement will control to the extent inconsistent with this Section.

13. Changes to Services/Terms

We may modify the Services from time to time (for example, to add or remove features), and we may update these Terms from time to time in our discretion. If we make material changes to these Terms, we will provide notice by posting the updated Terms on the Site or by other reasonable means. Changes will be effective as of the "Last updated" date indicated, unless otherwise specified. Your continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms.

14. Assignment; Entire Agreement; Severability; Waiver

You may not assign or transfer these Terms (by operation of law or otherwise) without our prior written consent, and any attempted assignment without such consent will be null and void. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or otherwise upon notice to you. These Terms (together with the Enterprise Agreement, if applicable, and the Privacy Policy) constitute the entire agreement between you and PointFive regarding the Services and supersede any prior or contemporaneous agreements or understandings on the subject matter. If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. No waiver of any breach or default will constitute a waiver of any subsequent breach or default.

15. Governing Law and Disputes

Israeli Users/Entities

For users and legal entities located in Israel, these Terms 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. If an Enterprise Agreement applies, the governing law and jurisdiction provisions in the Enterprise Agreement will control to the extent inconsistent with this Section.

Non-Israeli Users/Entities

For users and legal entities not located in Israel, these Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. The state and federal courts located in New York City, New York shall have exclusive jurisdiction and venue. If an Enterprise Agreement applies, the governing law and jurisdiction provisions in the Enterprise Agreement will control to the extent inconsistent with this Section.

Contact Us

If you have any questions, complaints, or claims regarding the Services, please contact PointFive at: