WINN.AI LABS LTD. – “TRY WINN AI” TERMS OF SERVICE

Last Updated: 29 November2023

By using the Services (as defined below) or clicking the ‘I Accept’ button or a similar button as part of accessing the Services, you hereby agree to these terms of service, as may be amended from time to time (the “Agreement”) with Winn.AI Labs Ltd., on behalf of itself and its affiliates (collectively, the “Company”). Each of Company and you shall be referred to as “Party” and together the “Parties”. In the event you are entering into this Agreement on behalf of a corporate entity, or other public or private entity (“Corporation”), or during the performance of your duties within the Corporation, any reference to “you” shall refer both to you and, mutatis mutandis, to the Corporation. You hereby certify that you are an authorized representative of the Corporation and have the right to assume the obligations under this Agreement on behalf of the Corporation and the authority to bind the Corporation and its affiliates in this Agreement. Please read the terms of this Agreement carefully in their entirety prior to your use of the Services. Please note that this Agreement constitutes a legally binding agreement between you and the Company, and if you do not agree to all of the terms of this Agreement, or if you do not have the authority to bind the Corporation, or if you are not at least 18 years old (the Company reserve the right to request proof of age in order to verify compliance), you must not use the Services, and immediately discontinue the use of the Services. If the terms of the Agreement are considered an offer, acceptance is expressly limited to these terms.

1. SCOPE OF SERVICE & THE LICENSE

1. The Company is the owner of a proprietary platform which provides certain services to assist the sales process of its end users during calls with third parties performed using a third party real-time communication software (the “Platform”).
2. The Company, at its sole discretion, may provide to you the services (the “Services”) the set forth on (i) https://winn.ai/ai-for-sales/sales-meeting-summary/; and (ii) https://winn.ai/ai-for-sales/ai-follow-up-email/ (together, the “Sites”).
3. The Company hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sub-licensable, personal, one-time license to use certain features of the Platform required to provide the Services, on a free trial basis, for internal and personal use only, including any revisions, releases, corrections, copies, modifications, derivatives, enhancements, updates and/or upgrades thereto, in accordance with terms of this Agreement and subject to them (the “License”).
4. For the avoidance of doubt, you shall not acquire any rights whatsoever in and to the Platform or the Services beyond the rights granted herein, and may only obtain the Services in accordance with this Agreement.
5. You acknowledge that without prejudice to any other right of the Company, the Company will have the right to review and monitor all of your use of the Services to ensure compliance with the terms of the License and this Agreement, and shall have the right to (i) prevent you from using the Services, and (ii) take any other action that the Company may deem appropriate to protect its property and rights, as well as the rights of third parties.

2. USER OBLIGATIONS AND RESTRICTIONS

2. As part of your use of the Services, you may be required to provide certain information to the Company, including such information as further detailed in the Privacy Policy (as defined below). You hereby undertake that all such information shall be accurate, up to date, and complete.
3. You may not, and may not permit or aid others to: (i) use the Services for any purpose other than for the purpose hereunder, or contrary to the terms of this Agreement; (ii) copy, reproduce, sell, license (or sub-license), assign, transfer, or pledge the Services or any part thereof or your rights under the License; (iii) modify, display, disassemble, decompile, reverse engineer, revise, enhance, republish, create any derivative works, or otherwise merge or utilize all or any part of the Services, with or into any third party materials or components or attempt to access or discover the Platform’s source code; (iv) make any changes or interfere in any way in the source code of the Platform, and upload any software or application that may harm or cause damage to the Company, the Platform, the Services or any other third party; (v) use the Services in any manner that is prohibited by law or not authorized by this Agreement, including, without limitation by using the Services in violation of any export or import restrictions, laws or regulations of the State of Israel or any foreign agency or authority, including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software; (vi) contest Company’s Intellectual Property Rights to Company’s IPR (as defined below); (vii) disrupt servers or networks connected to the Services; (viii) develop, support or use any means, including any automated device, script or bot, to scrape (such as access or copy in bulk, retrieve, harvest, or index any portion) the Services or the Site, or engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of the Platform or the Services; or (x) Abuse the Services in any way. “Abuse” shall mean and include any of the prohibited activity outlined in this Section 2.2, including without limitation, direct or indirect violation or bad activity in or through the Account, including copyright infringement, email spamming and network scanning. The decision whether an Abuse occurred or not, shall reside with Company in its sole discretion. Upon a decision by Company that an Abuse has occurred, without derogating from any of the Company’s rights hereunder, Company shall issue a notice to you to cease the Abuse immediately.

3. INTELLECTUAL PROPERTY

3. Notwithstanding anything to the contrary herein, the Platform, the Services, and any content embedded therein, including without limitation, materials, text, photos, logos, any graphical display of data, designs, sounds, figures, analysis, statistics and any other content, and all Intellectual Property Rights therein, as well as any Feedback and all Machine Learning Systems (each as defined below) (collectively, “Company’s IPR”), are exclusively owned by Company or its licensors. Except as expressly provided herein, no other rights or licenses, expressed or implied, are granted to you by Company with respect to the Services or the Company’s IPR.
   “Intellectual Property Rights” means any and all worldwide intellectual property rights, whether registered or not, including, but not limited to: (a) patents, patent applications and patent rights, know how, inventions, research and development activities and discoveries; (b) rights associated with works of authorship, including -3- copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information, including but not limited to confidential and proprietary information concerning the business and financial activities of Company, and any information concerning its service providers, employees, customers, suppliers, and partners; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
4. You shall not, nor shall you allow any other party to, modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, any of the Company’s IPR, nor shall you use such Company’s IPR for any purpose other than for using the Services pursuant to the terms herein. You further undertake not to exploit any of the contents of the Services without the Company’s explicit, prior written permission.
5. You hereby grant the Company a limited, non-exclusive, royalty free, worldwide and non-transferable right to use the Corporation’s logo and trademarks on the Company’s websites and in any promotional and marketing materials of the Company.
6. Any feedback provided by you to Company regarding the Services, or any suggested improvements, enhancements or derivatives thereto (“Feedback”) is welcome by the Company. You are not required to provide any Feedback, however, to the extent that you shall do so, such Feedback shall be solely owned by Company, and shall not, under any circumstance constitute your confidential or proprietary information. You hereby acknowledge that Company may use such Feedback in any manner Company sees fit, without restrictions or limitations, and without payment of any royalty or any other consideration.

4. REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants that: (i) it has the full right, power and authority to enter into this Agreement and to perform the acts required hereunder (including on behalf of the Corporation, with respect to you); (ii) the execution of this Agreement and the performance of its obligations and duties hereunder does not violate any agreement to which it is a party or by which it is otherwise bound; (iii) when executed, the Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

5. USER CONTENT

5. In connection with the Parties’ engagement hereunder, you hereby acknowledge and accept that the Company shall receive and collect from you the User Content through the features embedded in the Services, including via access to third party real-time communication platforms (e.g., Zoom, Google Meet, Microsoft Teams) (collectively, “Third Party Software”), directly or indirectly.
   “User Content” means, without limitation, audio recordings, links, data, text, clients information, photographs, and other types of works.
6. The User Content is and shall remain in your ownership, and you are solely responsible for the User Content. The Company is under no obligation to edit or control or monitor User Content, and will not be in any way responsible or liable for User Content.
7. You hereby grant the Company permission to access the Third Party Software on your behalf, and further grant Company with a non-exclusive, irrevocable, limited, royalty free and worldwide license, during the term of the License, to use, process and store the respective data and the User Content in order to perform the Services, and to exercise the Company’s rights and obligations under this Agreement, or otherwise in connection thereto.
8. You hereby acknowledge and agree that you are solely responsible that the User Content is in compliance with all requirements under applicable laws, including the obligations to receive permissions, sending notices or other obligated actions, from or to, the relevant parties of any recordings of individual conversations.
9. To the fullest extent permitted by law, Company shall not be responsible for any access to the User Content or to the results of processing of the User Content, provided by you to any third parties.
10. Company shall have the right to collect and analyse data and other information relating to the engagement hereunder, including the provision, use and performance, by you or by others, of the Service and related systems and technologies (“Usage Data”). The Services may be implemented by the Company using machine learning and artificial intelligence systems, with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing User Content and Usage Data (“Machine Learning Systems”). You shall not have any rights in or to any part of the Services or the Machine Learning Systems generated or created by the Company, including in the course of providing the Services.

6. TERM

6. This Agreement is effective until terminated by the Company. The Company, at its sole discretion, has the right to terminate this Agreement or your access to the Services, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of this Agreement). The Company shall not be liable to you or any third party for termination of the Services, or any part thereof.
7. If you object to any term of this Agreement, or any subsequent modifications thereto, or become dissatisfied with the Services at any way, your only recourse is to immediately discontinue your use of the Services.
8. Notwithstanding the termination or expiration of this Agreement, Sections 3 (Intellectual Property), 5 (User Content), 7 (Privacy), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 12 (Confidentiality), and 13 (General) shall survive and remain in effect in perpetuity.

7. PRIVACY

7. The Company’s Privacy Policy, available on the Sites (the “Privacy Policy”), set forth the information the Company collects and receives, and the manner in which it is used. By agreeing to the terms of this Agreement, you hereby confirm that you also accept and agree to the Privacy Policy.
8. You acknowledge and agree that except as described in this Agreement, any content, data, recordings, and information (including the User Content), you shall provide the Company in any way, including without limitation by using the Services or uploading thereto or that the Company shall otherwise collect through Third Party Software (collectively, “Data”), will be processed as described in the Privacy Policy. As between you and the Company, any Data that you shall upload as part of the Services is and will remain in your ownership. You hereby grant the Company the right to collect, process, transmit, store, use, and disclose the Data to provide the Services under this Agreement and as otherwise set forth in the Privacy Policy.
9. You further acknowledge and agree that the Company may collect, create, process, transmit, store, use, and disclose aggregated and de-identified data derived from Data or the use of the Services (“Aggregated Data”), for Company’s business purposes, including for Machine Learning Systems, and for training, testing, optimizing, industry analysis, benchmarking, and analytics or algorithms. All Aggregated Data will be in an aggregated or de-identified form only and will not identify any person. Company shall have sole ownership, title and interest in and to the Aggregated Data, and nothing in this Agreement gives you any rights in or to any part of the Aggregated Data, including if generated or created during the course of providing the Services.
10. You are solely responsible (a) for Data as entered into, supplied, accessed, or used by you, and (b) for complying with any privacy and data protection laws and regulations applicable to Data or you use of the Services. You represent and warrant that you have obtained, and will maintain all rights, consents, and authorizations required to allow the Company to provide the Services, including from individuals that their personal data may be disclose under the Services, and to enable the Company to exercise itsrights hereunder without violation or infringement of the rights of any third party.
11. It is acknowledged by the Parties, that in respect of the personal data processed in connection with the Agreement (“Agreement Personal Data”), you are considered as the “owner” of the Agreement Personal Data, and Company is considered as the “holder” of such data. By agreeing to the terms of this Agreement, and using the Platform, you hereby confirm that you also accept and agree to the Company’s Data Processing Addendum (https://winn.ai/data-processing-addendum), which governs the processing of Agreement Personal Data on your behalf, where such Agreement Personal Data is subject to the General Data Protection Regulation 2016/679.
12. Without derogation from the above, you shall, in its use of the Services, process Agreement Personal Data in accordance with the requirements of all applicable privacy laws. Without derogating from the generality of the above, you bear the exclusive responsibility for assessing the lawfulness of the processing of Agreement Personal Data, as well as the lawfulness of the transfer of Agreement Personal Data to Company to process Agreement Personal Data in connection with this Agreement.
13. Without derogating from the generality of the above, you undertake to obtain all required consent from the individuals to which Agreement Personal Data relates, and comply with all applicable privacy laws, in order to allow Company to process the Agreement Personal Data in accordance with this Agreement pursuant to any applicable privacy law.
14. You hereby grants Company, and Company hereby accepts, a non-exclusive, nontransferable license, to use Agreement Personal Data in an anonymized manner for Company’s internal purposes.

8. DISCLAIMER OF WARRANTIES

Except for the express representations and warranties stated herein, the Services are provided “as-is”, “as-available” and “with all faults” basis, and the Company makes no other warranties, and explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose or non-infringement. You are solely responsible for your use of the Services. The Company does not have any obligation to monitor the use of the Services and it is not responsible for the availability, accuracy, applicability or legality of any information, data or domain. Further, and without limiting the foregoing, Company does not represent or warrant that: (i) the Services shall be error free or that any errors will be corrected; (ii) the Services or the Site shall not contain any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services by any third party; (iii) the operation of the Services will be uninterrupted or that it will be able to be used at any time; (iv) the Services will meet your requirements. The Company shall not be responsible for unauthorized access to or alteration to the Services and will not be liable for any damages or loss incurred to you, or any other third party as a result or in connection with the use of the Services or reliance on the Services or any information derived through the Services. In addition, the Company shall not be responsible or liable for unauthorized access to your systems or for your use of the Services. You shall bear sole responsibility for your decisions made relying on the content of the Services.

Company is not responsible for any problems or technical malfunction of any telephone or network lines, computer online systems, servers or providers, hardware, software, failure due to technical problems or traffic congestion on the internet (or inaccessibility of the internet) or incompatibility between the Services and your browser and/or other equipment. Without derogating from the above, the Company does not assume any responsibility or risk for your use of the internet.

9. LIMITATION OF LIABILITY

9. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, IN ANY EVENT, FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, COMPANY’S MAXIMUM AGGREGATE LIABILITY UNDER OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED USD 100.
10. The limitations contained in this Section 9 are considered reasonable by the Parties having regard to the circumstances which are known to or in the contemplation of the Parties at the date of this Agreement, and the availability of insurance to the Parties.

10. INDEMNIFICATION

You hereby agree to indemnify and hold the Company harmless from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action (“Claim”) by a third party (including reasonable attorney fees) arising from or in connection to your access or use of the Services, any breach of your responsibilities, obligations, representations or warranties under this Agreement or the Company’s use of the User Content or other data obtained by Company from you which allegedly infringes third party’s rights or violates any law. The Company shall notify you in writing of the Claim and shall make commercially reasonable efforts to provide you with reasonable assistance and information.

11. LINKS

The Site may contain links, content, advertisements, promotions, logos and other materials to platforms, websites or software of third parties (the “Third-Party Sites”) that are not owned, offered or controlled by the Company. The Company do not verify, make any representations, endorse or sponsor any such Third-Party Sites, nor the content, services, links displayed, or other activities therein. The Company caution you to ensure that you understand the risks involved in using such Third-Party Sites or purchasing anything via these Third-Party Sites, and to verify all information within the Third-Party Sites before relying on it. The inclusion of the Third-Party Sites is not an endorsement, authorization, sponsorship, affiliation or any other connection between the Company and those Third-Party Sites, and the Company have no control over, and assume no responsibility for the content, privacy policies, or practices of, any such Third-Party Sites. Such Third-Party Sites are provided solely for your convenience, and you (i) are solely responsible and liable for your use of and linking to the Third-Party Sites; and (ii) expressly releases the Company from any and all liability arising from your use of the Third-Party Sites. Accordingly, the Company encourages you to read the terms and conditions and privacy policy of each Third-Party Site that you may choose to visit.

12. CONFIDENTIALITY

You hereby undertake to keep confidential and not to disclose to any third party (other than to your employees and advisors having a need to know to perform your obligations hereunder, which are bound by a confidentiality undertaking no less restrictive than as contained herein), any Confidential Information and to use such Confidential Information only in connection with exercising your rights and performing its obligations under this Agreement. All right, title and interest in and to the Confidential Information shall remain the property of the Company.

“Confidential Information” means any know-how, any trade or business secrets, any commercial, financial, business, technical or other confidential information of whatever nature relating to the Company’s business (whether written, oral or in electronic or other form, and whether marked or unmarked as confidential) or of clear confidential nature, including, the Platform and all of Company’s IPR incorporated therein.

13. GENERAL

13. Company shall not be liable for any failure to perform any of its obligations hereunder resulting from circumstances beyond the Company’s reasonable control, such as strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, internet or other technology failures, pandemic or epidemic.
14. The Company may, at its sole discretion, amend, modify, update, or discontinue, from time to time, any of the Services, including without limitation, their functionality, user interface or usability, and/or introduce new services. The Company shall not be liable for any loss suffered by you resulting from any such changes made and you shall have no claims against the Company in such regard.
15. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties, including without limitation, any kind of non-disclosure agreement..
16. For the purposes of this Agreement, the Parties will at all times be independent contractors with no right to bind or obligate the other in any manner whatsoever. The transmission of information through the Services does not create between the Parties any relationship that deviates from those specified in this Agreement.
17. You may not transfer or assign your rights or obligations under this Agreement to any third party without Company’s prior written approval. The Company may, at its sole discretion, amend the terms and conditions of this Agreement from time to time.
18. All notices will be made in writing and given by personal delivery, overnight courier, facsimile, email or other means of transmission or by certified or registered mail to contact information mentioned above or the last contact information provided by a party.
19. The failure of either Party at any time to require performance by the other of any provision herein will not affect the right of such Party to require performance at any time thereafter, nor will the failure of either Party to take action regarding a breach of any provision hereof be taken or held to be a waiver of the provision itself.
20. Any provision of this Agreement which is determined to be prohibited or unenforceable by a court of competent jurisdiction will be ineffective only to the extent of such prohibition or unenforceability and will be severed without invalidating the remaining provisions hereof or otherwise affecting the validity or enforceability of such provision. The headings used herein are for the convenience of the Parties only and will not affect the interpretation of this Agreement.
21. This Agreement shall be governed by the laws of the State of Israel, without reference to its principles of conflict of laws to the extent they would require the application of the law of another jurisdiction. The Parties each consent to the exclusive jurisdiction of the courts of Tel-Aviv, Israel, and waive any objection to venue in such courts. Notwithstanding the foregoing, Company shall be entitled to seek injunctive and other equitable relief, without the necessity of showing actual money damages in any jurisdiction in the event of an actual or threatened breach.

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