Sparrow Files End-user license agreement

Effective as of October 20, 2026

Access to Sparrow Files and Acceptance of This End-user license agreement

Before using the Sparrow Files product or the Sparrow Files website from which you obtained it (together, the “Product”), you confirm that you are at least 18 years of age and have the legal capacity to enter into a binding agreement with us. You must not use the Product or accept this Agreement if the laws of the jurisdiction in which you reside or access the Product prohibit you from receiving or using the services available through it.

This End-user license agreement (the “Agreement”) govern your access to and use of the Product, including any related website or online location through which it is made available. By installing, downloading, copying, accessing, or otherwise using the Product, you acknowledge that you have read and understood this Agreement and agree to be bound by it. If you do not agree to these terms, you must not install, download, access, or use the Product. Where applicable, “you” may also mean the company, entity, or organization on whose behalf you accept these terms. If you accept this Agreement on behalf of an entity, you represent that you have authority to bind that entity. If you lack that authority, you may not accept this Agreement or use the Product on the entity’s behalf.

By proceeding with the installation, you acknowledge and agree that we may enable functionality that modifies your browser settings, including your search preferences, default search engine, homepage, new tab page, and other browser features, to enable search-related services. You expressly consent to and authorize those changes. You also acknowledge that uninstalling the Product may not automatically restore your previous browser settings and that you may need to restore them manually through your browser’s settings or preferences. Certain search-related features may be provided, operated, or supported by third parties. For purposes of this Agreement, those features form part of the Product, even if they are made available separately.

Continuing to use the Product after a revised version of this Agreement becomes effective constitutes your acceptance of the revised terms. If you do not agree to the revised Agreement, your sole remedy is to stop using the Product.

If you breach this Agreement, we may, at our discretion, issue a warning or immediately suspend or terminate some or all of your access to the Product. You acknowledge that we are not required to give advance notice of any suspension or termination, although we may choose to do so.

License Grant and Use Restrictions

Subject to your acceptance of and continued compliance with this Agreement, we grant you a limited, personal, revocable, non-exclusive, non-transferable, and non-sublicensable license, for the duration of this Agreement, to install and/or use the Product solely for your internal purposes. For clarity, neither you nor anyone acting on your behalf may use the Product commercially without our prior written approval. The Product is licensed rather than sold, and you may use it only as expressly permitted by this Agreement. We reserve all rights not expressly granted to you.

The Product contains materials belonging to us and/or our licensors and is protected by copyright, trademark, and other applicable intellectual-property laws. You must not use the Product, or any intellectual property included in or provided through it, in a manner that infringes our rights or those of our licensors. Unless expressly permitted by this Agreement or applicable law, you must not copy, reproduce, modify, adapt, publish, distribute, reverse engineer, recompile, create derivative works from, or otherwise exploit any software, utilities, applications, tools, files, or other intellectual property derived from, incorporated into, forming part of, or used with the Product. All other unauthorized use of the Product is prohibited.

Without our express written consent, you must not reproduce the Product or provide any third party with the Product, any part of it, or access to it.

From time to time, we may, at our discretion, modify, improve, supplement, or upgrade the Product. Each update will remain subject to this Agreement unless it is accompanied by a separate license. You acknowledge that updates may change the Product and affect your ability to access, use, or interact with it. We have no obligation to provide maintenance, technical assistance, or any other support services for the Product.

In addition to the restrictions above, you must not sublicense, rent, lease, lend, sell, auction, trade, gift, bequeath, assign, or otherwise transfer the Product, with or without consideration, unless we have given our prior written consent. You must not use the Product for any unlawful purpose or in violation of any applicable law or regulation. You agree to access and use the Product solely through means that we expressly provide or approve, and you must not create, facilitate, or supply any means for others to access it. You must not attempt to gain unauthorized access to the Product or any related computer, server, or network, including by bypassing, impairing, manipulating, or altering technical or security measures, devices, or software. You must also refrain from any action that places an unreasonable or disproportionately heavy burden on our systems or infrastructure.

Acceptable Use Rules

You agree not to use the Product in bad faith, to defraud us or another user, or to attempt such fraud. If we determine, in our sole discretion, that you have acted in bad faith, breached this Agreement, or engaged in conduct inconsistent with reasonable standards of use, we may terminate this Agreement and prohibit or restrict your use of the Product. Without limiting that right, you agree not to:

• Upload, post, transmit, or otherwise disseminate any material that a reasonable person would consider vulgar, indecent, obscene, pornographic, sexual, offensive, or otherwise objectionable;
• Upload, transmit, post, or otherwise distribute viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other software, code, or program capable of causing damage to or disrupting the Product or another user’s device or system;
• Violate any applicable law or regulation, or encourage, facilitate, or promote unlawful conduct, including copyright or trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking, or the distribution of counterfeit software;
• Attempt to interfere with, penetrate, hack, or decipher transmissions sent to or from any servers or systems used in connection with the Product;
• Copy, rent, lease, sell, assign, transfer, sublicense, disassemble, reverse engineer, decompile, modify, or otherwise alter any part of the Product;
• Use, upload, transmit, distribute, or otherwise make information or material available through the Product in any manner that infringes or violates any person’s or entity’s contractual, personal, intellectual-property, or other rights, including copyright, trademark, patent, trade-secret, privacy, or publicity rights;
• Libel, ridicule, defame, mock, stalk, intimidate, threaten, harass, bully, discriminate against, or otherwise abuse any person, including by engaging in hateful, racial, ethnic, or similarly abusive conduct;
• Engage in fraudulent conduct relating to payment methods or advertiser-tracking mechanisms; or
• Make any statement or representation concerning us without obtaining our written approval in advance.

Product Availability and Interruptions to Service

We do not guarantee that the Product will always be available or operate without interruption, delay, or error. Various circumstances may affect access and performance, including your local network, firewall, internet service provider, the public internet, and power supply. We are not responsible for any outage, disruption, interruption, or delay caused by the failure or inadequacy of those factors or by any other event or circumstance beyond our reasonable control, including pandemics, labour disputes, strikes, lockouts, shortages of energy, raw materials, or supplies, war, terrorism, riots, acts of God, governmental acts or regulations, military action, political interference, network or server failures, infrastructure breakdowns, or shortages of labour, fuel, energy, or technological resources.

In all cases, we disclaim responsibility for any interruption, suspension, or unavailability of the Product. We may also, in our sole discretion, suspend or discontinue the Product.

Disclaimers, Liability Limitations, and Indemnification

You acknowledge and agree that your use of the Product is entirely at your own risk. We provide the Product on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by applicable law, we disclaim all warranties, conditions, and representations, whether express, implied, statutory, oral, or written, including implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, usefulness, authority, accuracy, completeness, and timeliness.

In addition to the preceding disclaimer, we do not promise or represent that the Product will meet your requirements or operate without interruption, continuously, securely, or free of errors or viruses, or that any defects will be corrected. We make no representation or warranty concerning your use of the Product or the results of that use, including their correctness, accuracy, quality, reliability, or suitability for any particular task or application. No information or advice, whether oral or written, provided by us or an authorized representative creates a warranty or expands this disclaimer. You assume full responsibility for using the Product and for all associated risks. We do not guarantee that our security procedures will prevent the loss of or unauthorized access to your data, and we disclaim responsibility for transmission errors, corruption, or the security of information transmitted over telecommunications lines.

To the fullest extent permitted by applicable law, neither we nor any of our managers, directors, officers, shareholders, partners, affiliates, employees, consultants, service providers, or other persons or entities acting on our behalf will be liable to you or any third party for any special, direct, indirect, incidental, punitive, exemplary, or consequential damages, including lost profits or lost data, arising out of or relating to your use of the Product or any materials accessed through or downloaded from it. This exclusion applies whether liability is asserted under warranty, contract, tort, strict liability, or any other legal theory, regardless of whether we have been advised of the possibility of such damages. If we are nonetheless held liable for damages arising from your use of the Product, our total aggregate liability for all such damages will not exceed US $110.

You agree to defend, indemnify, and hold us, our affiliates, and each of our and their respective directors, officers, agents, contractors, partners, and employees harmless from and against all losses, liabilities, claims, demands, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to any of the following:

• Access to or use of the Product by a person acting on your behalf;
• Your access to, or use of, the Product;
• Your breach of any provision of this Agreement; and/or
• Any infringement or other violation by us of a third party’s right, including any copyright, property, or privacy right.

Your access to or use of the Product or any Product Materials does not confer on you any ownership interest in those Product Materials or in derivative works based on them.

Some laws do not permit limitations on implied warranties or the exclusion or limitation of certain types of damages. Where those laws apply to you, the foregoing disclaimers, exclusions, and limitations apply only to the maximum extent permitted by applicable law.

Ownership of Sparrow Files and Related Rights

As between you and us, we, our affiliates, and our licensors retain all right, title, and interest in the Product and in all content, materials, and elements made available through or embodied in it. These include the Product’s software, interfaces, designs, layouts, graphics, text, information, images, video, audio, music, files, and the selection and arrangement of those items (collectively, “Product Materials”). The Product Materials are protected by applicable copyright, trademark, patent, trade-dress, international-convention, and other intellectual-property and proprietary-rights laws. Other than the limited rights expressly granted under this Agreement, no right, title, license, or other interest in any Product Materials is transferred or granted to you.

Unless we have given our express prior written consent, you must not, and must not permit or authorize any third party to, copy, reproduce, republish, scrape, download, display, post, transmit, distribute, transfer, rent, lease, sublicense, sell, modify, decompile, disassemble, reverse engineer, frame, create derivative works from, or otherwise exploit any Product Materials, in whole or in part, except as necessary to use the Product as expressly permitted by this Agreement. Any reproduction, redistribution, or other use of Product Materials in breach of this Agreement is strictly prohibited and may result in termination of your access to the Product and civil or criminal liability to the fullest extent permitted by law.

You have no obligation to provide us with feedback, ideas, or suggestions about the Product or any Product Materials. If you nevertheless submit comments, proposals, recommendations, or suggestions regarding their modification, correction, improvement, or enhancement, you grant us a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use, disclose, reproduce, display, perform, modify, make, have made, sell, offer to sell, and otherwise exploit those submissions and any products, services, or content that incorporate them, in any manner and through any medium, without acknowledgment or compensation to you.

Suspension, Termination, and Other Remedies

At our sole discretion and without advance notice, we may suspend your access to the Product for any period, immediately terminate that access, and/or immediately terminate this Agreement. This includes circumstances in which you breach this Agreement or any applicable terms of service, we determine in our sole discretion that you have intentionally infringed a third party’s intellectual-property rights, we are unable to verify or authenticate information you provided, or you engage in conduct that we consider inappropriate, abusive, or inconsistent with the Product’s intended use or spirit. We may choose to warn you about that conduct or immediately suspend or terminate some or all of your access to the Product.

You acknowledge that we are not required to give advance notice before suspending or terminating your access to the Product, although we may choose to provide notice at our discretion.

Notwithstanding any other provision of this Agreement, you may immediately lose access to the Product if the Product or your access to it is suspended, terminated, or cancelled, temporarily or indefinitely, for any of the reasons described above, or if we terminate this Agreement in those circumstances. We retain all additional remedies available under applicable law.

Notices and Communications by Electronic Means

You agree that we may provide notices electronically, including through the Product and/or other applicable contact details. We may also announce amendments to this Agreement and other matters by posting notices or links to notices generally within the Product. You acknowledge that agreements, notices, disclosures, and other communications provided in this way satisfy any legal requirement for communications to be in writing. Notice by email is sufficient and takes effect when sent, regardless of whether you access, review, or actually receive it.

Miscellaneous Terms

Applicable Law, Jurisdiction, and Resolution of Disputes. This Agreement and every dispute, claim, or controversy arising out of or relating to it or your use of the Product are governed by and construed in accordance with the laws of the State of Israel, without applying any conflict-of-laws rule that would require the application of another jurisdiction’s laws. You submit to the personal and exclusive jurisdiction of the courts in Israel and any other court of competent jurisdiction we select. Any such dispute or claim must be brought solely before a court of competent jurisdiction located in Israel, to the exclusion of all other courts. You expressly consent to the jurisdiction and venue of the courts of Tel-Aviv, Israel, and waive any objection based on lack of personal jurisdiction or forum non conveniens. We strongly encourage the parties to seek resolution first through our customer-support channels for any dispute arising out of or connected with this Agreement, including any question concerning its existence, validity, or termination.

Privacy and Personal Data. Information collected, used, stored, or otherwise handled through or in connection with the Product is managed in accordance with our Privacy Notice, which is available at https://www.sparrowfiles.com/privacy.html. The Privacy Notice governs any Personal Data, as defined in that notice, that we collect from or about you through the Product. Please review the Privacy Notice carefully to understand our data practices.

Deadline for Filing Claims. To the fullest extent permitted by applicable law, and notwithstanding any statute or rule of law to the contrary, any claim or cause of action arising out of or relating to the Product must be filed within one (1) year after it first arises. Any such claim or cause of action that is not filed within that period will be permanently barred.

Amendments to This Agreement. We may amend this Agreement from time to time and publish the revised or updated version through the Product and/or the Sparrow Files website. We may require you to review and accept that version before continuing to use the Product. Depending on the amendment, you may also need to install the latest version of the Product to continue using it.

No Waiver and Severability. Any failure or delay by us in enforcing a provision of this Agreement does not waive our right to enforce that provision or any other provision at a later time. If a court of competent jurisdiction determines that a provision is invalid, illegal, or unenforceable, that provision will apply to the maximum extent permitted by law, and all remaining provisions will remain in full force and effect.

Entire Agreement. This Agreement constitutes the complete and exclusive understanding between you and us regarding its subject matter and supersedes all prior or contemporaneous proposals, discussions, communications, understandings, and agreements, whether written or oral, relating to that subject matter.

Contact Information. If you have questions about this Agreement or any matter relating to the Product, please contact us at: [email protected].