Terms of Service

Last revised: May 3, 2025

Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the upagent website and monitoring service (the "Service"). The Provider ("Provider", "we", "us", or "our") are individuals based in Israel.

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, subscribers, and others who wish to access or use the Service ("User", "you", "your").

By accessing or using the Service, you signify that you have read, understood, and agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access or use the Service.

1. The Service

1.1. upagent provides monitoring solutions as described on the upagent website. 1.2. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service strictly in accordance with these Terms for your internal business or personal purposes. 1.3. You acknowledge that the Service is provided electronically over the Internet and relies on infrastructure beyond our control.

2. Accounts

2.1. To access certain features of the Service, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. 2.2. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. You agree not to disclose your password to any third party. 2.3. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. 2.4. We reserve the right to suspend or terminate your account at our sole discretion, without notice or liability, for conduct that we believe violates these Terms or is harmful to other users of the Service, us, or third parties, or for any other reason.

3. Subscriptions and Payment

3.1. Certain aspects of the Service may require payment on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are typically set monthly or annually, as selected by you during the subscription process. 3.2. Your Subscription will automatically renew at the end of each Billing Cycle under the same conditions unless you cancel it through your account management page or we cancel it. 3.3. A valid payment method is required to process payment for your Subscription. You shall provide us with accurate and complete billing information. By submitting payment information, you automatically authorize us to charge all Subscription fees incurred through your account to any such payment instruments. 3.4. Should automatic billing fail to occur for any reason (including, but not limited to, an invalid payment method, expired card, or insufficient funds), we reserve the right, at our sole discretion, to immediately suspend or terminate your access to the paid features of the Service without notice or liability.

4. Fee Changes

4.1. We reserve the right, in our sole discretion and at any time, to modify the Subscription fees for the Subscriptions. Such changes may be made without prior notice to you and will be effective immediately upon posting the updated fees on the Service website or upon the start of your next Billing Cycle, at our discretion. 4.2. Your continued use of the Service after a Subscription fee change constitutes your agreement to pay the modified Subscription fee amount. If you do not agree to the fee change, you must cancel your Subscription before the change takes effect.

5. No Refunds

5.1. All fees paid for Subscriptions are non-refundable under any circumstances. We do not provide refunds or credits for any partial subscription periods, service downtime, dissatisfaction, or if you stop using the Service before the end of your Billing Cycle. All payments are final.

6. Service Availability, Performance, and Information Accuracy

6.1. Disclaimer of Availability: The Service is provided strictly on an "AS IS" and "AS AVAILABLE" basis. We do not make any representations, warranties, or guarantees whatsoever regarding the uptime, availability, or performance of the Service. 6.2. No Responsibility for Interruptions: You expressly acknowledge and agree that the Service may be subject to interruptions, downtime, delays, or outages for any reason, including but not limited to maintenance, network issues, hardware failures, software failures, or force majeure events. We expressly disclaim any and all responsibility or liability for any damages, losses, or harm arising out of or related to any service downtime, outages, interruptions, or unavailability, regardless of the cause or duration. 6.3. No Service Level Agreement (SLA): We do not offer any Service Level Agreement (SLA) or uptime guarantees for the Service. Any references to service availability are estimates and not binding commitments. 6.4. Disclaimer of Information Accuracy: While we strive to provide useful monitoring information, we do not warrant or guarantee the accuracy, completeness, reliability, or timeliness of any information, data, or content provided by or through the Service. You agree that you use the Service and rely on any information provided by the Service at your sole risk. We shall not be liable for any decisions made, actions taken, or losses incurred based on inaccurate, incomplete, or delayed information provided by the Service.

7. Modification of Terms

7.1. We reserve the right, at our sole discretion, to modify or replace these Terms at any time, without prior notice to you. Such modifications shall be effective immediately upon posting the revised Terms on the upagent website. 7.2. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the Service immediately. It is your responsibility to review these Terms periodically for changes.

8. Intellectual Property

8.1. The Service and its original content (excluding content provided by users), features, and functionality are and will remain the exclusive property of the Provider and its licensors. The Service is protected by copyright, trademark, and other laws of Israel and foreign countries. 8.2. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent. You may not copy, modify, distribute, sell, or lease any part of our Service or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have our written permission.

9. User Responsibilities and Compliance with Laws

9.1. You are solely responsible for your conduct and any data, text, information, or other content that you submit, post, or display on or via the Service. 9.2. You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service: a. In any way that violates any applicable national or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from Israel or other countries). b. To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by us, may harm the Provider or users of the Service or expose them to liability. c. To monitor systems or infrastructure you do not have explicit permission to monitor. d. In any manner that could disable, overburden, damage, or impair the Service or interfere with any other party's use of the Service. 9.3. You are solely responsible for ensuring that your use of the Service is in compliance with all applicable laws, regulations, and third-party rights, including data privacy laws.

10. Disclaimers of Warranties

10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE ISRAELI LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 10.2. THE PROVIDER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. 10.3. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SERVICE WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE PROVIDER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

11. Limitation of Liability

11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE ISRAELI LAW, IN NO EVENT SHALL THE PROVIDER, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. 11.2. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 11.3. UNDER NO CIRCUMSTANCES WILL THE PROVIDER BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. 11.4. WITHOUT LIMITING THE FOREGOING, THE PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID TO THE PROVIDER FOR USE OF THE SERVICE DURING THE THREE (3) MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED NEW ISRAELI SHEKELS (100 ILS), WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. (Note: Including a small monetary cap can sometimes strengthen the limitation compared to a total exclusion if total exclusion is deemed unenforceable).

12. Indemnification

12.1. You agree to defend, indemnify, and hold harmless the Provider and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of: a) Your use and access of the Service, by you or any person using your account and password; b) A breach of these Terms by you; c) Your violation of any applicable law or the rights of a third party; or d) Any content or data posted or transmitted via your account.

13. Termination

13.1. We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. 13.2. If you wish to terminate your account, you may simply discontinue using the Service or cancel your Subscription via your account settings. 13.3. We reserve the right, at our sole discretion, to discontinue, suspend, or terminate the Service in its entirety at any time. In the event we decide to permanently discontinue the Service, we will provide you with at least seven (7) days' prior written notice via email to the address associated with your account. Upon discontinuation of the Service, all user accounts will be terminated, and you will be entitled to a pro-rated refund for any unused portion of your current subscription period, calculated from the date of service discontinuation. 13.4. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Upon individual account termination (as described in sections 13.1 and 13.2), your right to use the Service will immediately cease, and you will not be entitled to any refund of fees paid. This no-refund policy for individual account terminations does not apply to service discontinuation as described in section 13.3.

14. Governing Law

14.1. These Terms shall be governed and construed in accordance with the laws of the State of Israel, without regard to its conflict of law provisions.

15. Dispute Resolution

15.1. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by the competent courts located in Tel Aviv-Yafo, Israel. You hereby consent to the exclusive jurisdiction of such courts.

16. General Provisions

16.1. Entire Agreement: These Terms constitute the entire agreement between you and the Provider regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service. 16.2. Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. 16.3. Severability: If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. 16.4. Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Provider without restriction. 16.5. Notices: Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by us via email (to the address associated with your account) or by posting to the Service website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. 16.6. Privacy Policy: Your use of the Service is also governed by our Privacy Policy, which is incorporated herein by reference. Please review our Privacy Policy to understand our practices regarding your personal information.

17. Contact Information

If you have any questions about these Terms, please contact us at: [email protected]