Terms of Use

1.1

"Customer Data" means any information, data, or input you make available to us for the purpose of providing the Service to you (including by generating the Output), except for publicly available data concerning you and your organization's business affairs.

1.2

"Output" is any insights, analytics, notices, and other types of information and data that the Service may generate and make available to you.

1.3

"Platform" means the SaaS platform through which the Service is available. The Platform provides access to relevant information and Output, and allows you to define your own Scopes.

1.4

"Scope" is a collection of Generative AI prompts, generated automatically by the Service based on our knowledge base and your chosen parameters.

2.1 Grant of license

Subject to these Terms and the payment of fees as described below, we grant you a worldwide, limited, nonexclusive, non-transferable, non-sublicensable license to use the Service solely for your (or your organization's) internal business purposes.

2.2 Provision of Customer Data

When using the Service, you may be requested to provide certain Customer Data. You must submit only true, accurate and complete information and that false, incorrect or outdated information may affect the data and insights included in the Output.

2.3 Restrictions

When using the Service, you must comply with these Terms and adhere to any applicable law. You may not –

• •Attempt to circumvent, bypass or deactivate security or protection measures of the Service;
• •Use the Service in order to develop or create an application, website or any other product similar to, or competing with, the Service;
• •Attempt to compromise information security on the Platform or in any network or server used by the Company, attempt to uncover information security vulnerabilities, or attempt to engage in any form of probing, scanning, crawling, robotic navigating or hacking of the Service;
• •Attempt to access the Platform, download any information or use any information in the Platform, in an automated or mechanized process;
• •Attempt to activate or access features or capabilities that are undocumented, not ordinarily accessible or deactivated in the Platform;
• •Attempt to engage in reverse-engineering, disassembling or decompiling of the Service;
• •Use the Service in any manner that may give rise to a criminal offense, civil tort, infringement or violation of applicable laws or the rights of any third party;
• •Attempt to burden or interfere with the operation of the systems used in the operation of the Service;
• •Attempt to integrate the Platform or any part thereof (excluding Output) in any application, webpage, or any other way;
• •Use the Service for or in connection with any action that may encourage or constitute threat, harassment or fraud.

3.1

Use of the Service is subject to payment. The available subscription plans, the fees associated with them and any additional payment terms are available on our website. We reserve the right to change, from time to time and in our sole discretion, the available subscription plans and the fees associated therewith. We will notify you of any such changes in advance. The change will become effective a reasonable time thereafter, and in any case not before the end of the current subscription cycle. If you find this change unacceptable, you may terminate these Terms upon written notice to us, and termination will become effective following the end of the current subscription cycle.

3.2

Other than as expressly stated herein, fees are non-refundable.

3.3

Your subscription to the Service will automatically renew following the end of your chosen subscription cycle, unless either party provides at least 90 days' written notice of termination before the end of the then-current subscription cycle.

3.4

Fees shall be paid 30 days from invoice date. You must pay all invoices in accordance with stated payment terms regardless of whether you actually used the Service, except any invoiced amount about which you and us have a good faith dispute, in which case you will pay that portion of the invoice that is undisputed and may withhold the disputed portion of the invoice until the dispute is resolved. You will pay the disputed portion of the payment immediately upon resolution of the dispute. Any late payments shall bear interest at the rate of 1% per month or any part of a month.

3.5

You are responsible for any applicable tax, duty, or tariff (except with respect to income tax), and all reasonable costs of shipment. Except as expressly set forth herein, Our expenses in performing herein will be borne solely by us.

4.1

The Platform is the proprietary offering of the Company, protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability. The Service is licensed to you for use only in accordance with these Terms and is not sold in any other way.

4.2

Except as provided herein, these Terms do not grant or assigns to you any other license, right, title, or interest in or to the Service or the intellectual property rights associated with it. All rights, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or any part thereof, including computer code, graphic design, layout and the user interfaces of the Service, whether or not based on or resulting from Feedback, but excluding Customer Data and Output, are and will remain at all times owned by, or licensed to, the Company.

4.3

We encourage you to provide us with any suggestions, comments, or feedback (whether orally or in writing) with respect to the Service ("Feedback"), including pertaining to implementation of the information included in the Output, bugs, errors and malfunctions of the Service, performance of the Service, the Service's compatibility and information or content concerning enhancements, changes or additions to the Service that Customer requests, desires or suggests. By providing us with Feedback, you assign all right, title and interest in and to the Feedback to the Company, including the right to make commercial use thereof, for any purpose we deem appropriate, without any royalties or other remuneration due to you for such assignment or use.

4.4

We do not claim ownership over Customer Data or the Output. By using the Service, Customer grant us an irrevocable, perpetual, world-wide, royalty-free, sub-licensable, free-of-charge, and assignable license to use the Customer Data to provide the Service to Customer.

4.5

By using the Service, you authorize us to identify your organization as a customer of the Company and a user of the Service, on our website and in other online or offline marketing materials and press releases. Unless you inform us otherwise in writing, by using the Service you grant us a worldwide, non-exclusive, non-transferable, royalty-free and free of charge license, to use your organization's name, logo, and website URL for the above purpose, on our website and in other online or offline marketing materials relating to the Service.

5.1

"Confidential Information" shall mean any and all information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") regarding past, present, or future marketing and business plans, customer lists, lists of prospective customers, technical, financial or other proprietary or confidential information of the Disclosing Party, formulae, concepts, discoveries, data, designs, ideas, inventions, methods, models, research plans, procedures, designs, formulations, processes, specifications, techniques, prototypes, samples, analyses, computer programs, trade secrets, methodologies, non-published patent applications and any other data or information, as well as improvements and know-how related thereto.

5.2

Customer Data shall be considered Customer's Confidential Information.

5.3

Each Party herein must hold any Confidential Information in confidence using the same degree of care, but in no case less than a reasonable degree of care, that it uses to prevent the unauthorized dissemination or publication of its own confidential information. Receiving Party may use this Confidential Information only for the purpose of performing its obligations under these Terms.

5.4

The obligations set forth in this section shall not apply to information that:

• •(i) is now or subsequently becomes generally available in the public domain through no fault or breach on Receiving Party's part;
• •(ii) Receiving Party can demonstrate in its prior established records to have had rightfully in Receiving Party's possession prior to disclosure of the same by the Disclosing Party;
• •(iii) Receiving Party can demonstrate by written records that it had rightfully obtained the same from a third party who has the right to transfer or disclose it, without default or breach of confidentiality obligations;
• •(iv) Disclosing Party has provided its prior written approval for disclosure; or
• •(v) Receiving Party are required to disclose pursuant to a binding order or request by court or other governmental authority, or a binding provision of applicable law, provided that, to the extent permissible, Receiving Party provide the Disclosing Party notice of the requested disclosure as soon as practicable, to allow the Disclosing Party, if it so chooses, to seek an appropriate protective or preventive order.

7.1

The Company warrants and undertakes that:

• •it will provide the Service using the degree of skill, care, and diligence which would reasonably and ordinarily be expected from a skilled and experienced provider of the Service (or of services materially similar to the Service).
• •each member of personnel involved in the provision of the Service shall be suitably qualified, adequately trained and competent to provide the relevant part of the Service in respect of which they are engaged.
• •it will not use Customer Data to further train the artificial intelligence models utilized by its Service (the "AI Models"). Customer acknowledges that publicly available data shall not be considered Customer Data (even if it was provided as such), and the Company may use such data to train the AI Models.

7.2

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND THE COMPANY MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, AND/OR CONDITIONS, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUALITY, CORRECTNESS, LEGAL COMPLIANCE OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE USE OF THE SERVICE IS ENTIRELY, OR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT ITS OWN RISK. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT WILL HAVE NO PLEA, CLAIM, OR DEMAND AGAINST THE COMPANY REGARDING THE OUTPUT OR ITS ACCURACY.

7.3

THE SERVICE IS SOLELY DESIGNED TO PROVIDE INFORMATION AND DATA-DRIVEN INSIGHTS. THE SERVICE IS NOT INTENDED TO PROVIDE, NOR SHOULD IT BE CONSTRUED AS PROVIDING FINANCIAL, BUSINESS OR ANY OTHER KIND OF PROFESSIONAL ADVICE. RELIANCE UPON THE SERVICE AND THE OUTPUT IS ENTIRELY AT CUSTOMER'S OWN RISK. CUSTOMER ACKNOWLEDGES THAT THE SERVICE RELIES ON CUSTOMER DATA AND OTHER PUBLICLY AVAILABLE DATA (TOGETHER, "INPUT DATA"). THE COMPANY DOES NOT AND CANNOT VERIFY THE ACCURACY, CORRECTNESS, OR COMPLETENESS OF INPUT DATA AND DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS IN THE INPUT DATA AND FOR RESULTING ERRORS IN THE OUTPUT.

7.4

THE OUTPUT PROVIDED BY THE SERVICE IS GENERATED USING THIRD-PARTY AI TOOLS. THE FIELD OF AI AND MACHINE LEARNING IS CONSTANTLY EVOLVING, CHANGING, AND IMPROVING. ALTHOUGH THE COMPANY MAKES CONSTANT EFFORTS TO IMPROVE THE QUALITY AND ACCURACY OF THE SERVICE, DUE TO THE NATURE OF SUCH TECHNOLOGY, THE COMPANY CANNOT GUARANTEE THAT THE OUTPUT WILL ALWAYS BE ACCURATE, COMPLETE OR CORRECT.

10.1

We make efforts to have the Service available and operate without errors, on a 24/7 basis. However, the availability, quality and functionality of the Service depend on various factors, including software, AI tools, data, hardware, and communication networks, which are provided by third parties, at their responsibility. These factors are not fault-free, and we do not warrant that the Service will operate without disruption, errors or interruptions, or that it will be accessible or available at all times, or immune from errors, glitches or unauthorized access.

10.2

We may, at any time and without prior notice, change the layout, design, scope, features or availability of the Service. Such changes, by their nature, may cause inconvenience or even malfunctions. We disclaim any liability with respect to, or in connection with any malfunctions or failures that may result from introducing such changes. In addition, we may also permanently or temporarily discontinue the Service, in which case we will provide you with a reasonable prior notice.

11.1

We may, at any time, suspend or terminate your access to the Service through one or more user accounts associated with your organization, if we deem in our sole discretion, that:

• •You materially or repeatedly breached these Terms;
• •Your use of the Service causes substantial harm or liability to us or to third parties, e.g. by hacking, spamming, misleading, phishing, and harassing other users;
• •It is required to do so under applicable law or a judicial order.

The termination will become effective immediately upon sending a notice to you. We will refund you a pro-rated portion of any fees you paid in advance, corresponding to the period from the effective date of termination onward.

11.2

Customer may terminate these Terms at any time and for any reason or for no reason upon a written notice to the Company.

The termination shall become effective:

• •If the termination notice is given on or before the 15th day of a month, the termination shall be effective on the 1st day of the next calendar month following the notice (e.g., a notice given on January 10th will result in termination effective on February 1st); or
• •If the termination notice is given after the 15th day of a month, the termination shall be effective on the 1st day of the second calendar month (e.g., a notice given on January 20th will result in termination effective on March 1st).

11.3

Either party may terminate these Terms for a material breach by the breaching party did not remedy for 5 consecutive days after written notice thereof. Termination will become effective immediately following that period.

11.4

Upon termination or expiration of these Terms, Customer shall immediately cease all access to and use of the Service.

11.5

For the avoidance of doubt, all payment obligations under these Terms shall remain in effect until the effective date of termination.

12.1

These Terms and your use of the Service shall be governed by and construed in accordance with the laws of the State of Israel, without reference to its conflict of laws rules. The parties agree that the sole and exclusive jurisdiction for any dispute arising out of or relating to the Service or these Terms, lies within the courts of Tel Aviv-Jaffa District.

12.2

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to these Terms or the parties.

13.1

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and these Terms shall be deemed amended to replace, to the extent legally permitted, the rights and obligations contained in such invalid or unenforceable provision. The invalidity or unenforceability of any provision shall not constitute a failure of consideration hereunder.

13.2

Any failure or delay in exercising, or any single or partial exercise of, any right or remedy by either party hereto shall not be deemed a waiver of any further, prior, or future right or remedy hereunder, including the right of such party at any time to seek such remedies as may be available for any breach or breaches of such term or condition.

13.3

The relationship between Customer and Company is strictly that of independent contractors, and neither is an agent, partner, joint venturer or employee of the other.

13.4

Except to the extent such rights cannot be restricted by applicable law, neither party may assign, sublicense, or transfer these Terms without the prior written consent of the other party, and any such attempt by a party to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void and subject to the other party's right to immediately terminate these Terms. Notwithstanding the above, the Company may assign, sublicense, or transfer these Terms to an affiliate of the Company or in connection with the merger, acquisition, or sale of all or substantially all of the assets of the Company relating to these Terms.