1.Consent to Agreement 

​

This Terms of Use (“Agreement”), is the agreement between you ( individual or an Entity (as defined below)) (“you”) and Profitian Finnance, Ltd. We which governs your use of Profitian’s website and  services  which provides Outsourcing and consulting acouunting services (the “Services“ or “Profitian Services“). By visiting or using our upload software, logging in, or otherwise  you agree, without limitation or qualification, to be bound by the terms of this Agreement and the “Privacy Policy” that can be found on https://www.profitian.co.il as may be amended from time to time at the sole discretion of Profitian.

If you do not agree to the terms of this Agreement, do not subscribe to, login in or otherwise use our website services or Software.

By using or attempting to use the Software, you certify that you are of age to legally contract and you acknowledge that you have read, fully understood, and agree to be bound by this Agreement, as may be amended from time to time at the sole discretion of Profitian. If you do not meet these requirements or, if for any reason, you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using the services or Software immediately.

If you are using the Software on behalf of any company, corporation, limited liability company, general or limited partnership, trust, proprietorship, joint venture, or other business entity, unincorporated association, organization or enterprise (each, an “Entity”) then you represent and warrant that you: (i) are an authorized representative of that Entity with the authority to bind such Entity to this Agreement; (ii) have read and fully understand the terms of this Agreement; and (iv) agree to this Agreement on behalf of such Entity.

​

 Grant of Rights

​

  -Rights Grant and Limitations

Provided that you comply with the terms of this Agreement, Profitian hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software, solely in accordance with the terms of this Agreement and for your internal business use. Profitian reserves all rights, title and interest to the Software not expressly granted to you hereunder.

​

 Usage Rights

​

You may only use the Software and Services in accordance with the provisions of this Agreement and instructions as may be provided to you by Profitian from time to time (the “Usage Instructions”). It is hereby clarified, and you agree, that the Software will not function if you use it in any manner that is not in accordance with any provision of this Agreement and the Usage Instructions.

​

Registration

​

In order to access the Software and use the Profitian Services you must register to create an account (“Account”). When registering to the Profitian Services you agree to: (a) provide true, accurate, current, and complete information about yourself (or, if applicable, the Entity you represent) as prompted by the Profitian Services’ registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Profitian Services (or any portion thereof).

You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the Entity you represent) to access or use the Profitian Services on your behalf. You are responsible for maintaining the confidentiality of the username and password, and are fully responsible for all activities that occur under your username or password. You shall ensure that you keep your username and password safe and secure to ensure that they are not used by anyone else, and agree to immediately notify Profitian if you have reason to believe that there has been any unauthorized use or access to your username or password, or any other breach of security. Profitian cannot and will not be liable for any loss or damage arising from any unauthorized use of your Account. You shall be solely responsible and liable for any breaches of this Agreement arising out of or resulting from use of your username to access the Software.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, Profitian will use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community.

​

Software’s Functionality

The functionality of the Software and/or the underlying technology, methods and algorithms may be updated and/or modified from time to time at Profitian’s sole discretion. This Agreement will apply, with any changes required by such updates or modifications, to any future revisions and/or versions of the Software.

​

Additional Obligations

You agree to provide Profitian with full access to your accounting and bookkeeping systems and acknowledge that without such access the Software will not perform as intended.

​

Limitations

You are not permitted, nor may you allow any third party, to modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restrictions) or create derivative works based on the Software, or any portion thereof, or otherwise attempt in any manner to obtain the source code of the Software. 

You specifically agree that each of the terms and conditions of this section are material and that failure to comply with these terms and conditions will constitute sufficient cause for Profitian, inter alia, to immediately terminate the rights granted to you herein and cease providing you with the Services and block your access to the Software. The presence of this section will not be relevant in determining the materiality of any other provision or breach by either party.

​

​3.Term and Termination

​

This Agreement will continue in effect for one (1) month (“Initial Term”) after your initial subscription to of the Software, subject to the exclusive right of Profitian to terminate as provided herein. The term of this Agreement will automatically renew for successive one (1) month renewal terms after the Initial Term, unless either party provides to the other party a written notice of termination. This Agreement will automatically terminate if: (1) you fail to comply with any of the terms and conditions of this Agreement; (2) your business is terminated or suspended; (3) you become insolvent or generally fail to pay, or admit in writing your inability to pay your debts as they become due; (4) you become subject to direct control by a trustee, receiver or any similar authority or (5) you have wound up or liquidated, voluntary or otherwise. In such event, your access username and password to the Software will be blocked and the Software will be unavailable to you. Upon termination of this Agreement, any outstanding Fees (as defined below) should be immediately paid by you to Profitian.

Upon expiration or termination of this Agreement, for any reason, your Account will become inactive and Profitian will provide you with reasonable advance notice via email address associated with your Account to give you the opportunity to export/download data uploaded by you to your Account.

The parties agree that the following sections of the Agreement will survive the expiration or termination of this Agreement for any reason: Section 3, Section 4, Section 5, Section 6, Section 7, Section 8 and Section 9.

​

4. Fees and Taxes

The right to use the Software is granted upon payment in full of the fees published on Profitian’s website (the “Fees”). If any due Fees are not timely paid, Profitian may immediately terminate the rights granted herein, cease providing you with the Services, and block your access to the Software. In the event of any update to the Fees at the end of the agreed term of the Agreement, Profitian shall notify you of such update at least 14 days prior thereto, and unless you choose to terminate this Agreement, the Fees will update accordingly.

All Fees will be billed as set forth when registering or, if no billing schedule is included, within 30 days following the date of the invoice sent by Profitian. If you specified a credit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, then you authorize Profitian to charge the credit card or debit the bank account, as applicable, provided to Profitian for all Fees. All Fees will be non-refundable once paid to Profitian (including upon any termination or suspension of this Agreement). Until paid in full, all past due Fees not subject to a good faith dispute will bear an additional charge of 1.5% of the amount owed per month but no more than the maximum amount permitted under applicable law. In addition, any expense incurred by Profitian in collecting any Fees will be promptly reimbursed by you to Profitian. The Fees to be paid to Profitian are exclusive of any deduction or withholding, including any taxes, commissions, duties, fees and tariffs, all of which shall be paid by you. The Fees may be changed by Profitian upon conclusion of the applicable term of the Agreement.

​

5.Proprietary Rights

All rights, title, interest, copyrights and other intellectual property rights in and to the Software (including but not limited to all scripts, codes, text, and other information incorporated into the Software) are vested in and shall remain in Profitian, or its suppliers or licensors. You agree that you neither own nor acquire any claim or right of ownership to the Software or to any related patents, copyrights, trademarks or other intellectual property rights. The rights granted to you herein are not a sale of the original or any subsequent copy. The Software is protected by the copyright laws and other intellectual property local and foreign laws and international treaties and thus your use of the Software is specifically limited to the use specifically permitted herein.

6.Disclaimer of Warranties and Limitations on Liability
No Warranties

​​

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND PROFITIAN AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

PROFITIAN DOES NOT WARRANT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY OTHER PARTICULAR PLATFORM. PROFITIAN DOES NOT WARRANT THAT THE SOFTWARE WILL BE WHOLLY FREE FROM DEFECTS, ERRORS AND/OR BUGS OR THAT THE SOFTWARE WILL BE ENTIRELY SECURE. PROTIAN IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE OR TO FIX ANY FAILURES OF THE SOFTWARE.

PROFITIAN DOES NOT WARRANT THE RESULTS OF USE OF THE PROFITIAN SERVICES, AND YOU ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. YOU SHOULD NOTE THAT IN USING THE PROFITIAN SERVICES, DATA WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER PROFITIAN’S CONTROL (SUCH AS A THIRD PARTY SERVERS AND THE INTERNET). PROFITIAN MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.

​

No Liability for Consequential Damages

​

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PROFITIAN SERVICES AND SOFTWARE REMAINS WITH YOU. IN NO EVENT SHALL PROTIAN OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOST OF BUSINESS OR OF OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND DATA, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF PROTIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN NO INSTANCE WILLPROTIAN’S CUMULATIVE LIABILITY EXCEED THE FEES PAID BY YOU TO PROFITIAN OVER THE PRECEDING 6 MONTHS.

​

Internet Connection

​

It is hereby clarified and the parties agree, that the provision of the Sofrtware and its quality, are influenced by the nature of the connection to the Internet. Such factors outside of Profitian’s control and any interruption in the Internet connection such as interruption of information transmission, incorrect transfer of information, unauthorized penetration in the database and any other case beyond the areas where there is internet connection, is not Profitian’s responsibility. Therefore, you hereby waive any and all claims concerning the limitations of the Software or any part thereof through computers or through the Internet, as a result of any of the above or as a result of disconnections of the communications network and over the Internet and any interruption in the network.

​

​7. Feedback

​

You have no obligation to give Profitian any suggestions, ideas, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Software. Notwithstanding any Non-Disclosure Agreement executed by and between the parties, to the extent Profitian receives any Feedback from you, Profitian may use and include any such Feedback to improve the Software or for any other purpose. Accordingly, you hereby irrevocably, exclusively and on a royalty-free basis, assigns, all such Feedback to Profitian and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback as it deems fit.

​

​8. Indemnification

    -You agree to defend, indemnify, and hold Profitian, its subsidiaries, affiliates, officers, directors, employees, licensors and agents, harmless from and against any claims, demands, liabilities, damages, losses, and expenses, including without limitation attorney’s fees and costs, arising out of or in any way connected with (i) your access to or use of the Software; (ii) your violation of this Agreement (including negligent or wrongful conduct); (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any data collected using the Software.

Profitian shall provide notice to you of any such claim, provided that the failure or delay by Profitian in providing such notice shall not limit your obligations hereunder. Profitian reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting Profitian’s defense of such matter.

You may not settle any claim for which Profitian is entitled to indemnification hereunder without Profitian’s prior written consent.

​

9. Miscellaneous

​

This Agreement will be governed by and construed in accordance with Israeli law without regard to conflict of law principles. Any disputes relating to this Agreement and the use of the Software will be subject to the exclusive jurisdiction of the courts of Tel Aviv. If any of the terms or conditions of this Agreement are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from this Agreement and the remaining terms will continue to apply. If any provision of this Agreement is inconsistent with, or cannot be fully enforced under, the law, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. This Agreement may only be modified in writing signed by an authorized officer of Profitian. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Software and this Agreement or any related matter must be filed within one year after such claim or cause of action arose or be forever barred. For the avoidance of doubt, the provisions of this Section shall be deemed to constitute a separate written legally binding agreement between Profitian and you, in accordance with the provisions of Section 19 of the Israeli Limitation Law – 1958. You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Profitian. Any purported assignment or delegation by you without the appropriate prior written consent of Profitian will be null and void. Profitian may assign this Agreement or all or any rights hereunder without restriction. This Agreement constitute the full and entire understanding and agreement between you and Profitian with regard to the subject matters hereof, and replaces any prior agreement pertaining to the subject matter hereof. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary this Agreement, unless specifically set forth therein. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement and will not be deemed to limit or affect any of the provisions hereof. The failure of Profitian to enforce any right or provision of this Agreement, or failure to exercise any option to terminate, will not be deemed a waiver of such right or provision and shall not affect the validity of this Agreement or any part thereof, or the right thereafter to enforce each and every provision. Any waiver of any provision of any term in this Agreement will be effective only if in writing. Any notice or other communication to be given hereunder will be in writing and given (a) by Profitian via email (in each case to the address that you provide), (b) a posting on Profitian’s website or (c) by User via email to info@profitian.co.il or to such other addresses as Profitian may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.