TERMS AND CONDITIONS

Welcome to Clarity (the "App"). These Terms and Conditions ("Terms and Conditions") are a legally binding agreement between you, the person or entity that will be accessing or using our App and/or services (referenced below as "You" or "Your"), and Day1 Partners Ltd. (the "Company" or "We" or “Us”), with respect to the use of the App. The App is included as part of the services provided by the Company to its clients and any other parties who have received written approval from the Company to use it (the "Services").

By using the App, You accept the Terms and Conditions hereof including the terms of Company's Privacy Policy, which is incorporated herein by reference. The Privacy Policy is available at: https://www.clarityo.com/privacy-policy. The Company reserves the right, at its sole discretion, to modify these Terms and Conditions and other policies incorporated thereto, at any time by posting the modified provisions on the App, and You shall be responsible for reviewing and becoming familiar with any such modifications. Please note that any such modifications shall become effective immediately upon posting. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU SHOULD NOT USE THE APP.

USAGE RULES \ PROHIBITED USE
1. You may use the App and/or Services only if you are at least 18 years old.
2. As a prerequisite for installing and using the App, You declare and agree that You and/or Your employer have received written authorization from the Company to install and use the App (the "Authorization"). If Your employer received the Authorization, You also declare and agree that Your employer has instructed You to install and use the App based on this Authorization. You agree that You may only do so in accordance with these Terms and Conditions and any other documents in which You (or Your employer) have committed to regarding the installation and use of the App. If You do not have written authorization from the Company and/or instructions from Your employer who has received the Authorization from the Company, You acknowledge that You are not permitted to install or use the App. To the extent that You act on behalf of Your employer, You also declare that You have the authority to bind them, and You hereby bind Your employer to comply with these Terms and Conditions.
3. You represent and warrant that (a) You have the exclusive rights in the content uploaded by You to the App (to the extent that it is uploaded) ("User Data"), or that You have received all the necessary approvals and permissions for it and it does not violate the privacy rights, publicity rights, copyrights, contract rights, any other rights of any person or entity or the provisions of this Terms and Conditions; (b) that You are solely responsible for the User Data, in connection with the Services and/or the use of the App and in general; (c) You are aware that the User Data shall be processed via machine learning process. The Company shall not bear any responsibility for any damage of any kind and type caused as a result of unauthorized publication of User Data by You in the App, including for infringement of property rights, the right to privacy or other rights of third parties.
4. You agree to accept responsibility for any and all activities or actions in relation of Your use of our App and\or Services, and you agree to secure the details of Your account.
5. Your use of our App and\or Services is at Your own discretion and at Your sole risk. The Company shall not be responsible or liable for any loss of data, damage or harm to any of Your devices used for any use or access the App. The information obtained by using the App is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of any right, rule regulation or law, or any warranty whatsoever. The Company, its subsidiaries and its affiliates do not warrant that: (a) the App and\or Services will function uninterrupted, secure or available at any particular time or location; (b) any errors or defects will be corrected; (c) the results of using the App and\or Services will meet your requirements. Additionally, User Data uploaded to the App or during the Services and/or the use of the App, may be lost, damaged or otherwise unrecoverable.
6. You hereby undertake that You will not, and will not permit or authorize third parties to use the App in any way that: (i) is defamatory, abusive, harassing, threatening, racially, or constitute an invasion of a right of privacy of another person, or otherwise offensive, violent, vulgar, obscene, or otherwise harms or can reasonably be expected to harm any person or entity; (ii) is illegal or encourages or advocates illegal activity; (iii) post or transmit any communication or solicitation designed or intended to obtain private information from any third party; (iv) contain viruses, trojan horse, worm, or any other computer programs designed to interrupt, destroy, or limit the functionality of the App or any system, computer software, hardware or telecommunications equipment; (v) use a false identity or impersonate another person; (vi) violate or infringing of any rights (including, without limitation, privacy right, copyright, or other intellectual property rights) of any third party; or (vii) violate these Terms and Conditions and/or our Privacy Policy and any applicable local, state, national or international law or regulation.
7. In addition, except as expressly authorized herein, You will not, and will not permit or authorize third parties to: (i) take any action intended to circumvent or disable the operation of any security feature or measure of the App; (ii) publish, distribute, sell, disclose, market, sublicense, rent, lease, display, provide, transfer or make available any Company’s Content and/or the App or any portion thereof, to any third party; (iii) reverse engineer, disassemble, enhance, or otherwise modify or use the source code of the App or any part thereof; (iv) modify, reproduce, or create derivative works from the App or any part thereof; (v) access or use the App via automated means, including by crawling, scraping, caching, Bots or otherwise (except as may be the result of standard search engine protocols or technologies used by a search engine with our express consent).
8. The Company reserves the right to refuse registration of any user\s and\or to block a user's access to the App and/or to the Services, in whole or in part, at its sole discretion.
INTELLECTUAL PROPERTY
1. The Company retains all right, title, and interest in and to the App (including all related intellectual property rights) and Services. Subject to these Terms and Conditions, the Company hereby grants You a limited, personal, non-transferable, non-exclusive, non-assignable, license to use of the App and its Services, provided that You will not alter or modify any part of the App and\or Services. Except as expressly provided herein, no other rights or licenses, expressed or implied, are granted to You by the Company with respect to the App and\or Services, including any part of its content and/or intellectual property right, whether registered or not.
2. All photos, texts, scripts, designs, graphics, logos, audios, videos, songs, interactive features, interfaces, software, code, trademarks, service marks, trade names and other content used, displayed, included, incorporated, uploaded, posted or published by the Company as part of the App (other than User Data), are the sole property of the Company and/or their licensors ("Company's Content"), and subject to copyright and other intellectual property rights under applicable laws, and You may not use, download, distribute and/or copy them, in whole or in part, without the prior written permission of the Company. For the sake of clarity, You may not copy, reproduce, modify, publicly display, publicly perform, publish, distribute sell, license, rent, transfer, reproduce, create derivative works based on, or exploit in any way, the Company's Content or any part thereof. Notwithstanding the above restrictions, You are permitted to use the Outputs (as such term is defined in Section ‎2.3 below).
3. By uploading User Data to the App, You hereby grant the Company the right and license to use, modify and display such User Data, on and through the App. Certain features of the App may generate output based on the User Data uploaded by You and or any person and\or entity to the App (“Output”), inter alia by processing the User Data through generative AI models. Subject to Your compliance with the provisions of this Terms and Conditions, and strictly for the period You possess a valid Authorization, the Company hereby assigns to You a non-exclusive, non-sublicensable, non-transferable royalty free right to use the Output solely for Your internal business purposes. It is hereby clarified that for a period of seven (7) days, starting from the termination of your use of the App, whether due to the termination of Authorization or the circumstances specified in Section ‎7 below, You will be entitled to download the Output from the App ("Download Period"). After the Download Period, the Company will have the right to permanently remove the Output from the App. Subject to the Privacy Policy, the Company may use User Data or Output for its own business purposes. Due to the nature of machine learning, users that provide similar User Data may result in the App generating the same or similar output for You and any other third party. Even if the same, output that is requested by and generated for other users is not considered to be Your “Output".
4. If You believe in good faith that any material or content made available on or through the App has been used or exploited in a manner that infringes and/or violates any of your rights, including intellectual property rights, please send Us prompt written notice thereof via e-mail, at support@clarityo.com, while specifying the exact location of the infringing material, relevant details of the nature of the infringement etc. We will examine Your notice within a reasonable time, and if we will find that the use of the material and/or content in question does indeed violates Your rights, then we will remove the relevant material and/or content from the App.
GENERAL TERMS OF USE
1. You are solely responsible for the activity that occurs in relation to the App by You or on Your behalf. You must notify the Company immediately of any breach of security or unauthorized use of the Company's App. The Company will not be liable for any losses caused by any use of the Company App.
2. You are responsible for obtaining and maintaining any equipment, hardware, software or ancillary services required to access and use the App, and for any fees charged by third parties in connection therewith, as necessary, and the Company have no responsibility or obligation in connection therewith.
3. If You send the Company any feedbacks or suggestions regarding the App, You acknowledge that the Company may use them at its sole discretion, without any obligation to compensate You in any manner for such feedbacks or suggestions.
4. It is hereby clarified that the App may contain any links to other third parties' websites, applications or features and/or other platforms, or referrals to certain third parties’ products, content or services that are not owned or controlled by the Company and that the Company has no control over them, such as banks and other financial vendors. If You choose to visit such third party’s websites, applications or features and/or other platforms, or use its products or services, please be aware that such third party’s own terms of use and privacy policy will apply and govern Your activities. The Company does not make any representation or warranty whatsoever regarding such third party's websites, applications, features, other platforms services, products or content. The Company also does not endorse and cannot ensure that You will be satisfied with any content, products or services that You accessed, purchased or download from such other third parties, and is not responsible or liable in any manner for Your interaction with such third parties, including, without limitation, to the successful processing of payment instructions by banks or other payment processors.
WARRANTY AND DISCLAIMER

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS SOLELY WITH YOU. THE APP AND/OR THE SERVICES IS PROVIDED ON "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. THE COMPANY DOES NOT WARRANT THAT YOUR USE OF THE APP WILL BE UNINTERRUPTED, IMMUNE FROM UNAUTHORIZED ACCESS, ERROR-FREE OR WILL MEET YOUR SPECIFIC REQUIREMENTS. THE COMPANY MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE APP, THE CONTENT AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY, NON-INFRINGEMENT OR COMPLETENESS OF RESPONSES, RESULTS AND LACK OF NEGLIGENCE.

LIMITATION OF LIABILITY
1. The Company shall not bear any liability, whether express or implied, in connection with the App, including any content and/or service that is presented through it or is provided on it, including the Outputs. In particular, The Company is not and will not be liable for the Services provided through the App, and their compliance with any applicable law. You agree that you are fully and exclusivly liable for any use You and/or anyone on Your behalf makes on the App, including compliance with applicable laws requirements.
2. The Company is not and will not be liable towards You and\or any other user and/or any third party in relation to the accuracy or correctness of any of the Outputs, including payment instructions, generated by the App in connection with the Services and\or any damages caused by them to any person and\or entity, including employees, service providers and/or any other third party on their behalf. The Company is not and will not be liable for any illegal activity carried out in connection with the use of the App and\or Services by You and\or any other user and/or anyone on their behalf and/or any third party.
3. You shall purchase and maintain all insurance as required by applicable law and/or suitable for You for Your activities and/or business. You shall be solely responsible for understanding and evaluating what insurance is appropriate to cover damage, loss and liability specific to You and/or anyone on Your behalf and/or for any third party.
4. IN NO EVENT SHALL THE COMPANY, ITS SHAREHOLDERS, DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR ANY LOSS, DAMAGE, OR HARM, INCLUDING PERSONAL INJURY, OR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS INFORMATION, OR LOSS OF USE OR OTHER PECUNIARY LOSS, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS AND CONDITIONS, THE APP, ANY TRANSACTION, OR YOUR USE OF OR INABILITY TO USE THE APP AND\OR SERVICES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT DEROGATING FROM THE ABOVE, IN NO CASE SHALL THE AGGREGATE LIABILITY OF THE COMPANY AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND EMPLOYEES UNDER THESE TERMS AND CONDITIONS OR ARISING OUT OF A TRANSACTION OR OTHERWISE RELATED TO YOUR USE OF THE APP AND\OR SERVICES EXCEED THE MONTHLY CONSIDERATION ACTUALLY PAID TO THE COMPANY FOR ITS SERVICES.
5. WITHOUT DEROGATING FROM THE FOREGOING, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, OUTPUTS OR USER DATA, (B) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVICE, APP AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE OR APP, (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE OR APP THROUGH THE ACTIONS OF ANY THIRD PARTY, AND/OR (E) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR USER DATA OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE OR APP.
INDEMNIFICATION.

Upon its first demand, You will indemnify and hold the Company, its shareholders, directors, officers and employees, harmless from any claim, liability, cost, loss, damage and expense (including reasonable legal fees) caused due to Your access and use of the App in violation of these Terms and Conditions or in violation or infringement of any rights (including, without limitation, privacy right, copyright, or other intellectual property rights) of any third party and applicable law.

TERMINATION

The Company may terminate or suspend the App (or any part thereof) immediately, without prior notice or liability and on its sole discretion. All the provisions of these Terms and Conditions which by their nature should survive termination (including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability) shall remain in full force and effect following termination thereof. Termination of these Terms and Conditions shall not relieve You from any obligation arising or accruing prior to such termination or limit any liability which You otherwise may have to the Company.

Miscellaneous
1. These Terms and Conditions and its performance shall be governed exclusively by the laws of the State of Israel, without regard to conflict of law’s provisions that would result in the application of the laws of any other jurisdiction. The parties hereto submit the exclusive jurisdiction to the courts of Tel-Aviv-Jaffa.
2. These Terms and Conditions and our Privacy Policy constitute the entire agreement between You and the Company with respect to the access and/or use of the App and supersede all prior or contemporaneous understandings regarding such subject matter.
3. The Company reserves the right to update these Terms and Conditions from time to time, with or without notice, and will post its updated Terms and Conditions on its App. Your continued use of our App will be subject to the then-current Terms and Conditions. If any modification is unacceptable to You, You may cease using the App. If You do not cease using the App, You will be deemed to have accepted those modifications.
4. The Company may assign at any time any of its rights and/or obligations hereunder to any third party without Your consent.
5. These Terms and Conditions will also govern any future upgrades or updates or new releases provided by the Company in connection with the App, unless any such upgrades or updates are accompanied by a separate set of terms and conditions, in which case the terms of that upgraded or updated terms and conditions will govern.
6. In the event that a court of competent jurisdiction finds any provision of these Terms and Conditions to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.
7. The failure of the Company to enforce any right or provision in these Terms and Conditions will not constitute a waiver of such right or provision unless acknowledged and agreed by the Company in writing.
8. If You have any questions or queries about these Terms and Conditions or our services in general, please do not hesitate to contact us via e-mail at: support@clarityo.com.

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