Terms of Service

These terms of service, together with any other agreements or terms incorporated by reference, including the Privacy Policy (the "Terms") govern Customer's use of the Services. These Terms constitute a binding and enforceable legal contract between Company and Customer. By accepting these Terms electronically by clicking a box indicating your acceptance, or by using the Services, Customer agrees to these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms. The term "you" will refer to you individually. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services. These Terms apply to all visitors, users and others who wish to access or use the Services, the Platform or Company's website.

1. Definitions

• 1.1. "Account" means an online account registered by You for the purpose of using the Services.
• 1.2. "Additional Services" means Services that Customer purchases, as distinguished from the Services which are provided for free and may include premium services and functions. Company may, at its discretion, decide that Services which have heretofore been available without charge shall become Additional Services which are provided for a fee and such change shall become effective upon posting on Company's website as set out in Section 15.2.
• 1.3. "Connected Account" means a Third Party Service account which You connect to the Account for interoperation and integration with the Services.
• 1.4. "Content" means any Input and Output.
• 1.5. "Input" means any input, files, data, material and information submitted, uploaded and stored by You or Your Users through the Services and/or through integration with a Connected Account.
• 1.6. "Output" means the output generated by the Services based on the Input.
• 1.7. "Platform" means Company's online solution helping sales teams shorten ramp time and improve rep performance through realistic AI roleplays and continuous feedback based on your sales methodologies and winning behaviors.
• 1.8. "Services" means any applications, products, services (including any Additional Services, to the extent applicable), documentation, and software made available through the Platform.
• 1.9. "Third Party Services" means any service, products, software or application that is provided by a third party and interoperates with the Services. Such Third Party Services may be offered via a dedicated website.
• 1.10. "User Data" means data relating to Your use of the Platform and Services and/or in conjunction with the Connected Accounts, including but not limited to information related to:
  • Your contact and payment information, including email addresses and credit card or other payment remittance information;
  • Your Connected Accounts, statistical data, device generated reports and audit logs;
  • Settings, preferences chosen, and resource usage;
  • Free text submitted by You, and screen recording sessions.
• 1.11. "We", "Us", "Company" or "Our" means Prepp.Calls Ltd.
• 1.12. "You", "Your" or "Customer" means the company or other legal entity and its affiliates for which you are accepting these Terms.

2. The Services

2.1. Registration. Following the initial registration of an Account You will have the ability to access the Platform and use the Services solely for the purpose of your internal business activity. We may update the Services from time to time, including adding or removing functions.

2.2. Charges. Using the Services, other than Additional Services, is made available to You free of charge. We may charge You for Additional Services. If we charge any fees for Additional Services, the charges for such Additional Services, and any terms and conditions applicable thereto will be detailed in the applicable online description of such Additional Service.

3. Registration and User Account

3.1. Establishing an Account. You must register and establish an Account in order to use our Services. Connected Accounts may require registration, installation of necessary software or action on your part, to enable the activation of Services in relation to such Connected Accounts. You may elect to have multiple Accounts; each Connected Account may only be registered to one Account at any given time.

3.2. SSO. You may register an Account by logging into Your account with certain Third-Party Service Accounts ("SSO") including, but not limited to, Google (each such account, a "Third-Party Account"). As part of the functionality of the Services, you may link your Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to the Company through the Service; or (ii) allowing the Company to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account.

3.3. Account Information. You must safeguard and not disclose Your Account username and password and You must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account, including details of the Connected Accounts that are linked to the Account. You agree to keep Your Account information up to date and accurate.

You are solely and fully responsible for maintaining the confidentiality of the account usernames and passwords. You are solely and fully responsible for all activities that occur under the account. You must notify us immediately of any unauthorized use of your Account or any other breach of security.

3.4. Administrator. When You initially register for and create an Account, You are, or a party that you authorize is, the administrator ("Administrator"). Administrators may authorize additional individuals to access the Services through the same Account ("Users"). Users may include, for example, your employees, contractors and agents. These Terms apply to any User of the Services.

3.5. Access Rights. The Administrator is responsible for Users' access to the Services. Depending on the types of access rights the Administrator grants to Users, Users may be able to add or remove Connected Accounts, delete, copy, or view the Content and data accessible in Your Account and subscribe or unsubscribe to Additional Services. The Administrator is solely responsible for the access to the Services granted to Users and it is the Administrator's sole responsibility to add or remove access rights to Users.

3.6. Deletion of Account. You may delete your Account at any time. Any Input, Output and other information and data entered into the Services may be permanently deleted if You delete the Account.

3.7. Use of Data. Company may collect User Data, and You hereby grant Company permission to collect User Data available on the Platform and to use such User Data to improve the Platform's performance and functionality and improve services and support to Company customers and for other business purposes, including monitoring, statistical data gathering, diagnostics, comparative analyses, press and supplies utilization, complementary solutions usage, security and software integrity assurance, remote control and support and click performance tracking and billing. For the avoidance of doubt, Company may use User Data to train, refine, and improve its AI and machine learning technologies.

3.8. Customer Data Compliance. The Customer represents and warrants that any Content, User Data or other information, including any personal data, submitted or made available through the Services has been collected and disclosed in compliance with all applicable laws, and that the Customer has provided all required notices to, and obtained all necessary consents or other legal bases from the relevant data subjects, as required under applicable law, including for the transfer of such data to the Company and for its processing by the Company in accordance with these Terms and the Privacy Policy.

3.9. To the extent that the provision of the Services involves the processing of personal data on behalf of the Customer, such processing shall be governed by the Data Processing Addendum.

4. Your Content and Output

4.1. License to Content. Without derogating from Section 3.7 regarding usage of User Data, You grant us: (i) a worldwide, sublicensable, transferable, royalty-free, non-exclusive license to host, copy, use and prepare derivative works of your Content as required in order to provide You with the Services; and (ii) a worldwide, perpetual, royalty-free, non-exclusive license to collect, publish and analyze anonymized User Data or other data collected in connection with Your use of the Services, in order to provide You with analytics and reports and in order improve the Services, and to create new products and services.

4.2. Responsibility for Content. The Services are not intended to be used as storage, backup or archiving services. It is Your responsibility to back up your Input and You are responsible for any lost or unrecoverable Content.

4.3. Responsibility for Output. The Output may not always be accurate and your use of the Output is at your own risk. You should not rely on Output as a sole source of truth or factual information, or as a substitute for professional advice. You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output. The Services may provide incomplete, incorrect, or offensive Output that does not represent Company's views.

4.4. Ownership of Content. As between You and Company, and to the extent permitted by applicable law, You retain your ownership rights in Input and own the Output.

4.5. Similarity of Content. Due to the nature of our Services and artificial intelligence generally, Output may not be unique and other users may receive similar output from our Services. Your rights in Section 4.4 above (Ownership of Content) do not extend to other users' output or any Third Party Services output.

5. Other Products and Services

We may allow You to integrate your Account with Connected Accounts, and the Services may include, Third Party Services. We will not be responsible or liable for any act or omission of the third party that provides the Third Party Services, including the third party's access to or use of Content. When using Third Party Services, You do so at your own risk. We do not warrant or support any Third Party Services, and we further disclaim all warranties in connection with such Third Party Services, including warranties of non-infringement. Such Third Party Services shall be governed by the terms and conditions and policies of the respective provider of such Third Party Services, and We are not responsible for them.

6. Fees and Payment

6.1. Payment Terms. You will pay, and You authorize Company or any of Company's resellers to charge using your selected payment method for, all fees with respect to Additional Services subscribed to by You. Fees are non-refundable except as required by law. Charges will be made either in advance or in arrears as provided in the additional terms applicable to Additional Services, and either monthly, annually or any other billing frequency offered by Company and selected by You. We will automatically renew your subscription to any Additional Services for the same subscription period. To cancel such automatic renewal You must unsubscribe to such Additional Service at least 10 days prior to the end of the applicable subscription period.

6.2. Billing Information. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information. Billing may be performed by a third party service provider of Company. We may suspend or terminate any Services if fees are past due.

6.3. Taxes. Our fees do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so.

7. Use Obligations and Restrictions

7.1. Obligations. You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control; (ii) pay the fees for the Services, if applicable, when due; (iii) use reasonable security precautions for providing access to the Services by your Users or other individuals to whom You provide access.

7.2. Restrictions. You must not misuse the Services. For example, You may not, whether by yourself or anyone on Your behalf:

• sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized;
• circumvent any access or use restrictions put into place to prevent certain uses of the Services;
• use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person's rights, including privacy rights and intellectual property rights;
• attempt to disable, impair, or destroy the Services, or Platform;
• reverse engineer or decompile the Services or the Platform, attempt to do so, or assist anyone in doing so; or
• use the Platform, Services or Output to develop, create or offer a competitive service or product.

8. Intellectual Property Rights

8.1. Retention of Rights. All rights not expressly granted to You under these Terms are reserved by Company and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform (including all copies, modifications, and derivative works thereof, by whomever produced) and any of their related intellectual property rights. The Terms do not convey to You an interest in or to Company's intellectual property rights. Nothing in the Terms constitutes a waiver of Company's Intellectual Property Rights under any law.

8.2. Feedback. To the extent You provide us any feedback, comments or suggestions ("Feedback"), You hereby grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.

9. Indemnification

You will indemnify, defend, and hold harmless Company, its affiliates, resellers, employees and agents (the "Indemnified Parties") from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party alleging that the Content or Your use of the Services infringes or misappropriates a third party's intellectual property rights, privacy rights or other rights, or violates applicable law or that Your use of the Services is in violation of these Terms.

10. Disclaimers of Warranties

10.1. The Services, Platform and Output are provided on an "as is", and "as available" basis, and Company disclaims all warranties of any kind, express, implied or statutory, including but not limited to reliability of service, warranties of non-infringement or implied warranties of use, merchantability or fitness for a particular purpose or use. We disclaim all liability and any obligations for any harm or damage caused by any third party services.

10.2. Other than as expressly stated in the Terms we do not warrant that the Services or the Platform will be secure, uninterrupted, without error, or free of defects.

11. Limitation of Liability

11.1. In no event will Company be liable for (i) incidental, special, indirect, or consequential damages or (ii) loss of profits or revenue, loss of data, business interruption, or loss of goodwill, in each case arising out of or related to your use or inability to use the Services, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if Company has been advised of the possibility of such damages.

11.2. In no event will Company's total liability to you for all damages arising out of or related to these Terms or to the Services exceed an amount greater of (i) US$100.00 or (ii) the fees paid by you for the Services giving rise to the claim in the 12 months period preceding the event giving rise to the claim.

11.3. These limitations will not apply to the extent prohibited by law.

12. Confidentiality

12.1. To the extent any Confidential Information is disclosed between the parties, then the receiving Party ("Recipient") agrees (i) not to disclose the Confidential Information of the disclosing Party ("Discloser") to any third parties other than to the Recipient's directors, employees, advisors, or consultants (collectively, its "Representatives") on a "need to know" basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the Discloser's Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (iii) to keep the Discloser's Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care.

12.2. For the purposes hereof, "Confidential Information" means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of Recipient; (ii) the Recipient can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the Discloser; (iii) the Recipient rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the Recipient can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of or reference to the Confidential Information. Input is considered Customer's Confidential Information.

13. Term and Termination

13.1. Term. These Terms commence on the date You first accept them and will remain in effect until Your subscription to the Services expires or terminates, or until these Terms are terminated.

13.2. Termination. You may stop using the Services at any time and you may delete your Account. We may suspend or terminate Your access to the Services at any time at our discretion and without notice if You do not comply with these Terms. Upon termination of the Services to You, the Account will be terminated, and from the date of termination You will no longer be able to access Your Account.

13.3. Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Indemnification, Disclaimers of Warranties, Limitation of Liability, Confidentiality, Governing Law and Jurisdiction and General sections, and any provisions which by their nature intend to survive termination of these Terms, will survive the termination or expiration of the Terms.

14. Governing Law and Jurisdiction

These Terms are governed by the laws of the state of Israel excluding rules as to choice and conflicts of law and the courts in the state of Tel Aviv, Israel will have jurisdiction.

15. General

15.1. Export Restrictions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You will not permit Users to access or use the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, You shall not provide the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

15.2. Changes to Terms. Company may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform website. You are responsible for checking the website regularly for such changes. By continuing to access or use the Services You agree to be bound by the revised Terms.

15.3. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms.

15.4. Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.

15.5. Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between You and Company.

15.6. Entire Agreement. These Terms contain the entire agreement between Company and You relating to Your use of the Services and supersedes any and all prior agreements between Company and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Company in these Terms.

15.7. Assignment. You may not assign Your rights or delegate Your obligations under these Terms without Company's prior written consent. Any purported assignment contrary to this section will be null and void. Company may freely assign its rights and obligations under these Terms without restriction.

15.8. No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to Your rights under these Terms.

Contact

For questions about these Terms, contact legal@prepp.tech.