End-User License Agreement

Below are the terms and conditions for the use of the Propel platform.

1. Definitions. The following terms shall have the meanings stated next to them, unless the context otherwise requires or otherwise defined in this End User License Agreement (the "EULA").

   "Company" or "Licensor" – Z.M. Corporation Ltd.

   "Contacts" – contact details of pitch targets, such as reporters.

   "Content" – any content uploaded to Propel in any format or medium, including files/URLs, video clips, images and text, comments, any details of Contacts (as defined above). etc.

   “Corporate Entity” - any organization formed to act as an independent entity to carry on business or other activities, including without limitations: company, corporation, trust, partnership etc.

   "Propel" – the Company’s public relations CRM and analytics platform.

   "User" – any visitor who registered to Propel through the Site or a Corporate Entity and any authorized representative or agent of Corporate Entity who registered to Propel through the Site.

   "Site" – the Company’s site at the following address: www.propelmypr.com

   "Visitor" – any person who surfs the Site or wishes to use Propel and is not registered.

2. Use of Propel.
   1. The use of Propel is subject to the provisions of this EULA and constitutes a binding agreement between User and the Company.
   2. By using Propel, any User acting on behalf of a Corporate Entity confirms his legal authority to enter the EULA to use the Site and/or Propel on behalf of such Corporate Entity and his/her actions shall bind the Corporate Entity.
   3. In order to enter into this EULA, User must be a person (acting on his behalf or on behalf of a Corporate Entity) at least 18 years of age and must be legally competent to enter an agreement. By using the Site and/or Propel, any person younger than 18, or who does not have the competence to enter an agreement, confirms that he/she had received his/her legal guardian's approval to enter the EULA and to use Propel.
   4. Inasmuch as a User is under the age of 18 and/or has no competence or Corporate Entity authority to enter an agreement and had not received his legal guardian's approval – he/she may not use the Site and/or Propel.
3. Users Only. The use of Propel may be available for use to Users only. Non-Users may not use Propel.
4. License. As long as a User complies with the terms of this EULA, the Company grants to such said User a non-exclusive, non-transferable, limited and revocable license, subject to payment of a license fee, to use Propel for the sole purpose of Propel Intended Use (as set forth herein) during the term (the "Propel License"). In case of a Corporate Entity, the Propel License shall apply only to employees of such organization.
5. Propel Services.
   1. Subject to the terms of this EULA, Users may: (1) set up accounts for management of clients and projects; (2) set up projects for each account; (3) assign tasks to employees under each project; (4) send pitches to Contacts by e-mail and view whether such e-mails were opened or not, and responded to or not (the "Intended Use" or "Services"); and (5) view analytics related to pitching, performance and results.
   2. The Company may add or remove Services from time to time, turn free Services into Services for a fee and vice versa, all at its sole discretion.
   3. Moreover, Propel may allow third parties to offer the Users various Services (subject to User’s consent). The User is advised that Services provided by a third party are under the sole responsibility of that third party, and the Company shall not be liable in any way whatsoever for these Services.
   4. Users shall use the Services offered by Propel in good faith, according to law and subject to the terms of the EULA.

6. Registration as a Condition to Use Propel
   1. Registration to Propel is subject to User providing details upon registration, such as his/her first name, last name, e-mail address, company name and position, and may include payment of a subscription fee, as set forth herein.
   2. Upon registering to Propel, the User's identity may be verified by means of various processes and User may be requested (upon registration or thereafter) to provide additional means of identification, at the Company's sole discretion, in order to authenticate the User’s registration, such as a valid social network account. The Company may also verify the User's e-mail address by sending an electronic notification to the address provided by the User. Such notification may contain information or a link to verify the User's identity as the owner of the e-mail address.
   3. The subscription fee, the term of use of Propel (the "Term") and other terms and conditions of the use of Propel shall be set forth in a quote document or checkout cart screen to be provided to the User by the Company prior to user's subscription (the "Quote"). Subject to the payment of the subscription fee to be set forth in the Quote, the User’s registration to Propel shall be completed.
   4. Unless otherwise set forth in the Quote, payment of any fee to the Company shall be made within 15 days following the issuance date of an Invoice or Pro-forma Invoice by the Company.
   5. Payment of the subscription fee pursuant to the Quote shall be deemed an unconditioned agreement to the Quote and the EULA, and the use of Propel shall be subject to said terms and conditions.
   6. The User hereby acknowledges that User may not cancel the License before the end of the Term (as defined below), and he may not receive a refund of the subscription fee, as detailed in the Quote or self checkout screen (as defined below), or of any other payment made by him in connection with the License
   7. Registration to Propel is personal. Users must keep their username and password confidential and not allow others to make use of Propel under their username. Users are advised to use "strong" passwords (passwords that combine upper and lower case letters, numbers and symbols). Should a User become aware that his username was used by anyone else, he must immediately notify the Company about it and proceed to change his/her password.
   8. Users hereby agree and declare that they shall be solely responsible for any operation carried out under their username.
   9. The Company is entitled to cancel User's registration to Propel for any reason whatsoever, with no obligation to provide reasoning to its decision, if the User breaches this Agreement or the Law or if the Company suspects the User may be breaching this Agreement or the Law.
   10. User's registration shall be automatically canceled and User's access to Propel shall be immediately banned, without giving any prior notice to User and with no refund to User, due to suspected misuse by User (e.g. scraping and/or the use of automated scripts and/or unusual high volume of contact downloads by User). If User fails to pay the subscription fees within 30 days of due date, the Company may cancel User’s registration and access to Propel.
   11. Upon the end of the Term, the User will be automatically re-enrolled in an extended Term of their monthly or annual subscription. The subscription fee in the extended Term (and in each extended Term thereafter) for annual subscribers shall increase by 5% compared to the subscription fee during the previous annual Term, and for monthly subscribers the subscription shall likewise increase by 5% each 12 months. Notwithstanding the above, a User that is not satisfied with the Services may cancel the Propel License any time up to seven days prior to the end of the Term or any extended Term ("Cancellation Period"), in order to not be re-enrolled in an extended Term. Notice of the request for cancellation of the Propel License must be sent to the Company in writing via email (as detailed in Section 13 below), within the Cancellation Period.
7. Without derogating from anything in this EULA and applicable law (including the Israeli Computers Law, 1995), the following actions are forbidden with respect to Propel: (i) attempt any kind of interference, harm, damage, overburden or disruption to the Site, Propel and/or the server on which the Site is stored or any other server, computer or database connected to the Site and/or Propel; (ii) gain unauthorized access to the Site and/or Propel; (iii) attack the Site and/or Propel in any manner, including without limitations by a denial-of-service attack or a distributed denial-of-service attack; (iv) perform or attempt any reverse engineering activities of Propel; (v) any activity that intends to record, learn or copy the activity of Propel; (iv) perform any activity (including uploading any file, URL or code) intended to send malicious information of any kind from Propel to the Company, any user, any third party and/or any server; or (iv) any other misuse of Propel’s services and/or manipulation and/or alteration and/or interference with Propel’s services, for any purpose.
8. Upload of Content.
   1. Content to be uploaded to Propel may require certain characteristics as a condition to its upload, as shall be described on Propel (such as: file sizes, files format etc.). Please see relevant instructions on Propel with respect to uploading Content.
   2. By uploading Content to Propel, the User declares that (i) the Content is compatible with the terms of this EULA and does not breach any laws or third party rights; (ii) s/he has full rights, authorizations and licenses required with respect to said content (including with regard to copyright).
   3. Any Content uploaded by the User is at said User's sole responsibility, including any legal implications concerning the upload and publication, sharing, distribution, broadcasting, etc., of the Content.
   4. THE COMPANY SHALL NOT BEAR RESPONSIBILITY IN CONNECTION WITH ANY CONTENT UPLOADED BY THE USERS, including any legal implications of such uploaded Content. Full responsibility lies with the User who uploaded said Content.
   5. The User is allowed to remove only Content he had uploaded, at all times.
   6. The User is required to notify the Company immediately when he/she no longer holds all the rights and authorizations required to upload the Content to Propel, and to remove such Content from Propel immediately.
   7. Without derogating from anything in this EULA and for avoidance of doubt – SPAM IS NOT ALLOWED: (i) User may not send marketing or promotional Content or any other Content that may be deemed as 'Spam' (i.e. marketing, publication Content etc.) pursuant to any applicable law, unless if allowed pursuant to relevant applicable law and at User's sole and exclusive responsibility; and (ii) sending bulk untargeted e-mails via Propel is forbidden.
   8. For the avoidance of doubt, the uploading of prohibited Content to Propel may result in sanctions by the Company or any other third party, including without limitations immediate terminating registration to Propel, fines and/or recourse to legal action.

9. Propel Intellectual Property
   1. All intellectual property rights relating to the Site and Propel, including their name, trademarks (whether registered or not) and copyright, shall be exclusively owned by the Company, including (and without derogating from the generality of the foregoing): their design (including user experience design), applications, and the software and computer code related thereto.
   2. Without derogating from the generality of the foregoing, it is hereby clarified that no use, duplication, distribution, creation of derivative content, display, broadcast, performance in public and/or making available to the public of any intellectual property related to the Site and Propel is allowed, without the prior written consent of the Company.
   3. Users irrevocably agree to grant the Company a license for the use of Content uploaded to Propel as follows: a worldwide, non-exclusive license, exempt of any obligation to pay royalties, transferable (including granting of sublicenses) for internal anonymized research and development purposes only (the “Purpose”), including without limitations improvements of Propel, Artificial Intelligence learning and other services and/or products and/or platforms of the Company; performance of analytics for the User, such as examination of performance of pitches created by the User; and examination of actions and reactions of Contacts, including any activities required with that respect, such as: to use, duplicate, distribute, create derivative content.
      
      It is hereby clarified, that the Company shall use the Content uploaded by Users to Propel only subject to Company’s confidentiality obligations set forth in Section 9.5 below.
   4. Without derogating from the above, to the extent that the Term has not been extended, Content uploaded to Propel by Users may be deleted by the Company at the end of the Term.
   5. Confidentiality
      1. The Company undertakes to keep in confidence and not to disclose the Content uploaded to Propel by Users ("Confidential Information") to any third party, including without limitations to other users, and not to use the Confidential Information (except for the Purpose set forth in Section 9.3). The Company may disclose Confidential Information, solely for the Purpose, to its employees, service providers and consultants who signed similar confidentiality undertakings as herein set forth.
      2. Please note that the fact that a User is using Propel shall not be confidential and the Company may publish the fact that you are a Company client.
      3. Notwithstanding, Confidential Information shall not include information or matter that (a) was in legitimate possession of the Company prior to disclosure hereunder; (b) was independently developed by or for the Company without reference to or use of the Confidential Information; (c) shall have appeared in any printed publication, registered patent or published patent application or is otherwise in the public domain except if in the public domain solely as a result of breach of this EULA by the Company; (d) shall have been lawfully received by the Company from another person or entity, who, to the reasonable knowledge of the Company, has no confidentiality obligation to the respective User; (e) is approved in writing by the respective User for release by the Company; or (f) is required or compelled by law to be disclosed, provided that the Company gives a reasonable prior notice to the respective User to allow it to seek protective or other court orders (if possible) and in any case the Company shall limit such disclosure to the minimum disclosure required for compliance with such legal requirement.
      4. Notwithstanding the above, the contact details of Contacts (“Contact Details”) which were uploaded to Propel by Users who signed up for Propel after October 4, 2021 will be stored in Propel's database and will be available for other Users ("Contacts Sharing"). Contact Details may include name, phone number, email address, job title, social account links, media outlet name, topic/category tags, profile picture, address, website and aggregated-anonymized open rates, response rates and publish rates. Contact Details will NOT include any of your notes, past correspondence, call details, individual or identifiable open, response and publish rates, opt out details, articles published, attachments, media list details, field of expertise, description, custom fields or any identifiable information about you or your firm. By uploading details of Contacts to Propel, the User represents that: (i) the Contact Details were obtained and are provided to Propel lawfully, in accordance with all requirements of applicable laws; (ii) All required notices and consents, to the extent required under applicable laws, for uploading and/or sharing the Contact Details with Propel and with other Users were obtained, from the relevant data subjects prior to provision of the Contact Details to Propel. In addition, you agree to share such Contact Details with Propel and with other Users. If you wish to opt out of this Contacts Sharing feature, you can do this from the Propel web application under Firm Settings, and by doing so the Contact Details you upload will not be shared with other Users and you will not be authorized to view Contact Details uploaded by other Users. Customers who signed up prior to October 4, 2021 will not be part of Contacts Sharing, though such customers have the option to manually opt in to Contacts Sharing under Firm Settings in the Propel web application.

10. Publicity. The Company may issue or release any announcement, statement, press release or other publicity or marketing materials stating that a User is a customer of the Company and using Propel, subject to Company’s confidentiality obligations; and for that purpose use the User’s trademarks, service marks, trade names, logos, symbols or brand names.
11. Privacy Policy and Cookies Policy The Privacy Policy and Cookies Policy published on the Site are incorporated by reference to this EULA and shall be deemed part of this EULA.
12. Limitations and Disclaimers
    1. By entering and using Propel, the User has agreed and approved that the use of Propel is enabled to him on an 'As-Is' and 'As-Available' basis only, without any liability and obligation on behalf of the Site, Propel and the Company, including with respect to any results or achievement of any targets or milestones.
    2. The Company is using efforts to provide accurate analytics to its users, however analytics to be performed for the User may not be always fully accurate and correct. Analytics outcomes are provided 'AS-IS' without provision of a warranty of any kind, including without limitations any warranty for computability to any particular purpose or accuracy.
    3. Propel is intended to provide useful information, including sophisticated analytics, however users should not rely on any material published on the Site and/or on Propel without verifying its correctness and legality by himself, and in any case, said material does not constitute advice and/or an opinion of any kind whatsoever by the Company.
    4. With respect to content uploaded by the Company, Users may not create derivative content of any kind, modify (including without limitations removing any trademarks), publicly display or perform, unless explicitly authorized by the Company.
    5. THE COMPANY, ITS SHAREHOLDERS, DIRECTORS, EMPLOYEES AND ANYONE ELSE ACTING OF ITS BEHALF SHALL NOT BE RESPONSIBLE FOR AND DIRECT AND/OR INDIRECT DAMAGE, WHETHER PECUNIARY OR NOT, OR DAMAGE TO ANY PROPERTY RELATED TO PROPEL AND/OR WHICH DERIVES FROM PROPEL, NOR FOR ANY DIRECT AND/OR INDIRECT DAMAGE CONCERNED WITH FAULTY FUNCTIONING OF PROPEL, including, and without derogating from the abovementioned: problems of availability of Propel, , malfunctions in e-mails and/or messages sent by Propel, etc. THE USER HEREBY WAIVES ANY CLAIM AND/OR DEMAND AGAINST THE COMPANY, AS ABOVE SAID.
    6. Without derogating from the provisions of any law, THE USER HEREBY UNDERTAKES TO INDEMNIFY AND COMPENSATE THE COMPANY, ITS EMPLOYEES, DIRECTORS AND MANAGERS, SHAREHOLDERS OR ANYONE ELSE ON ITS BEHALF, IN ANY EVENT IN WHICH THE USER SHOULD BREACH THE TERMS OF THIS EULA, AND/OR SHOULD ACT IN CONNECTION WITH THE SITE, PROPEL, ITS SERVICES AND/OR ITS CONTENT IN ANY MANNER CONTRARY TO THE PROVISIONS OF THE LAW AND/OR THIS EULA.
    7. Indemnification set forth above shall cover any expense, payment, loss, loss of profit or any other damage, direct or indirect, whether pecuniary or not, that will be suffered by the Company, including to any of its employees, directors and managers, shareholders or anyone else on its behalf, including legal expenses and attorney's fees.
13. Contacting the Company
    The Company provides support for all matters regarding the Site and Propel through the "Contact us" page and through the following email: support@propelmypr.com. Support is provided during the Company's normal business hours.
14. Assignment of rights
    The Company is authorized to assign its own rights and obligations under this EULA to any third party, without notifying the Users and without receiving their approval.
15. Modifications and Termination of Service
    1. This EULA, the Site and Propel (including all aspects thereof, including and without derogating from the generality of the foregoing: its availability, its interface, and its scope) may be modified, replaced and adjusted, fully or in part, per the Company’s sole discretion.
    2. The User hereby relinquishes any and all claim, argument and/or demand in relation to abovementioned modifications.
    3. The Company is authorized to cease operating the Site and/or Propel, fully or in part, including provision of any and all the Services on the Site and/or on Propel, and to cancel the EULA, in full or in part, at any given time, without advance notice and/or obligation to motivate its decision.
    4. Accordingly, User is advised to keep the EULA for future reference and comparison.
16. Entire Agreement
    This EULA supersedes all agreements previously made between the parties relating to its subject matter. There are no other understandings or agreements between them relating to such subject matter.
17. Non-Waiver
    No delay or failure by the Company to exercise any right under this EULA, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.
18. Limitation
    ANY CLAIM BY THE USER FOR ANY REASON OR GROUNDS AGAINST THE COMPANY, IS LIMITED TO ONE YEAR AS OF THE DAY ON WHICH THE USER WILL HAVE BECOME AWARE OF IT FOR THE FIRST TIME. After this one-year period, the User will be considered as having waived and relinquished all rights in connection with said claim. This paragraph does not derogate from the validity and generality of liability limitation and waiver of various rights included in this EULA.
    
    Without derogating from the above, User's sole and exclusive remedy in the event of any breach of obligations under this EULA by the Company shall be either a refund of the price paid by User to the Company or repair or replacement of defective product/service, as shall be decided by the Company on its sole discretion.
19. Governing law and jurisdiction
    The law governing any and all disputes and/or interpretation concerning this EULA, the Site and Propel is Israeli law only, without giving effect to any principles of conflict of law.
    
    The exclusive jurisdiction shall be granted to the authorized court of law in the district of Tel-Aviv – Jaffa, Israel, only.