License and Services Agreement

LICENSE AND SERVICES AGREEMENT

Last revised 21st, December 2021

This License and Service Agreement (the “Agreement”) is a legal agreement by and between Rep.AI, LTD., a company incorporated under the laws of the State of Israel, having its principal place of business at (“Rep”) and you (“you“). This Agreement takes effect when you check the checkbox “I accept the terms of Service” that links to this Agreement, or approve this Agreement by signing a document that links to this Agreement (the “Effective Date“). 

You must accept these terms and conditions in order to complete the registration process and start using our services which include: (a) using our unique conversational bot technology (“Technology“), we will create and manage, on your behalf, an online voice store for your e-commerce website which will enable your website’s end-users (“End-User(s)“) to interact with your website using voice (including purchasing the products offered in your website) (the interaction via voice will be enabled using the End-Users’ device virtual assistants such as Alexa) (the “Platform“); and (b) enabling you to use our proprietary cloud-based console which will assist you in managing the interaction of your End-Users with your website (the “Console”); (the “Platform” and the “Console” shall be referred to as together as the “Services”). 

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES. BY CLICKING THE “I ACCEPT” BUTTON BELOW YOU (EITHER INDIVIDUALLY OR ON BEHALF OF THE ENTITY OR COMPANY THAT YOU DULY REPRESENT) ARE ACCEPTING AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

  1. Evaluation License. During the period which shall commence upon the receipt of a confirmation email that the Platform is ready for use and for a period of seven (7) days thereafter (the “Evaluation Term”) Rep grants you, and you accept a right to access the Services online or by any remote means on a Software-as-a-Service (“SaaS”) basis (which right is limited and is provided on a non-exclusive, non-sublicensable, non-transferable and revocable basis) for evaluation purposes only, all in accordance with the terms set forth in this Agreement. 
  2. Subscription License. In the event that you wish to receive the right to use the Services also for applicable subscription periods (the “Subscription Periods“), then you may continue to use the Services after the Evaluation Term for internal commercial purposes, all subject to the terms and conditions of this Agreement. In the event that you determine not to extend the term of this Agreement beyond the Evaluation Term then your rights under this Agreement shall terminate. 
  3. API. In order to be able to provide you with the Platform, we are required to receive access to your website’s application programming interface (the “API“). For such purpose, you agree to grant us any access keys required in order to access your API and hereby grant us a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to access and use your website’s API and retrieve the information included in your website that is required in order to provide you the Services. You hereby represent that you are the owner or licensor of the API, and you have the power to grant the rights granted under this Section.
  4. Consideration. The license granted during the Evaluation Period is provided free of charge. The consideration for the license granted during the Subscription Periods will be in accordance with the payment model specified in Rep’s payment policy available at: https://www.hellorep.ai/plans (the “Services Fees”). You will pay all amounts due under this Agreement in U.S. Dollars currency. All amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice. All fees and other amounts paid by you under this Agreement are non-refundable. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. All taxes, withholdings and duties of any kind payable with respect to your subscription to the Services under this Agreement, other than taxes based on Rep’s net income, shall be borne and paid by you. 

You represent that (i) all the information provided by you while using the Service is true and accurate; (ii) you have the legal right to subject your designated website to the Service and/or that you have obtained such right from the legal owner.  You shall indemnify, defend and hold Rep harmless from any claims, demands, liabilities, losses, costs or expenses, including reasonable attorneys’ fees, incurred by Rep as a result of any claim or proceeding raised against Rep arising out of or based upon any breach or misrepresentation of your representations under this Section.

  1. Account. In order to access and use the Service, an account will be created using the credentials provided to you by Rep (the “Account”). The Account will be accessed and/or used solely by your employees or service providers who are explicitly authorized by you to use the Services (each, a “Permitted User”). You hereby acknowledge and agree: (i) to keep, and ensure that the Permitted Users will keep, the Account login details and passwords secured at all times, and otherwise comply with the terms of this Agreement; (ii) to remain solely responsible and liable for the activity that occurs in the Account and for any breach of this Agreement by a Permitted User; and (iii) to promptly notify Rep in writing if you become aware of any unauthorized access or use of the Account. 
  2. Prohibited Uses. Except as specifically permitted herein, without the prior written consent of Rep, you must not, and shall not allow any Permitted User or any other third party to, directly or indirectly: (i) modify, incorporate into or with other software, or create a derivative work of any part of the Service; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this Agreement with or to anyone else; (iii) copy, distribute or reproduce the Service for the benefit of third parties; (iv) disclose the results of any testing or benchmarking of the Service to any third party, or use such results for your own competing software development activities or use the Service in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Rep’s business; (v) modify, disassemble, decompile, reverse engineer, revise or enhance the Service or attempt to discover the Platform’s and/or Console’s source code or the underlying ideas or algorithms of the Platform’s and/or Console’s; (vi) use the Service in a manner that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or intellectual property rights of any third parties including without limitation copyright, trademarks, designs, patents and trade secrets; (vii) remove or otherwise modify any of Rep’s trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Platform and/or Console nor copy the any written materials accompanying the Console and/or Platform; (ix) use the Service for any purpose other than for  the purpose for which the Service is designated for or other than in compliance with the terms of this Agreement; (x) use any automated means to access the Service; (xi) use the Service without receiving the applicable End-Users’ prior explicit consent for the collection of personally identifiable information as required under any applicable law; (xii) violate or abuse log-in and/or password protections governing access to the Console; (xv) allow any third party other than the Permitted Users to use the Service; (xvi) access, store, distribute, or transmit during the course of its use of the Service any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system), or unlawful, threatening, obscene or infringing material; and/or (xvii) use the Service in any other unlawful manner or in any manner not expressly authorized by this Agreement. 
  3. End-User Data and Analytics Information. Operation of the Platform and the provision of the Services hereunder require Rep to monitor interactions of your End-Users with the Platform and require you to provide, upload, transmit, or make accessible to Rep certain data, including without limitation, personally identifiable information transmitted through your website via the API (collectively, the “End-User Data”), as further detailed in Rep’s Services Privacy Policy, available at:  https://www.hellorep.ai/privacy-policy. You agree that Rep will collect, monitor, store and use the End-User Data, on your behalf, in order to provide the Services. You control access to the End-User Data and have full administrative control over such data, including by your right to view or modify it. As between Rep and you, the Intellectual Property Rights (as such term is defined below) and all other rights, title and interest of any nature in and to the End-User Data, which may be stored on Rep’s database, are and shall remain your and your licensors exclusive property. Rep shall be considered granted a non-revocable, non-exclusive, assignable, sub-licensable, royalty-free license to use, in accordance with any applicable privacy laws, the End-User Data in order to provide the Services. Except as set forth herein, nothing in this Agreement shall be construed as transferring any rights, title or interests in the End-User Data to Rep or any third party. 

Rep may collect, disclose, publish and use in any other manner anonymous information which derives from the use of the Services (i.e., non-identifiable information, aggregated and analytics information) (“Analytics Information“), in order to provide and improve Rep’s programs and services and for any legitimate business purpose. Rep is and shall remain the sole owner of the Analytics Information. In order to interact with the Platform, the End-User must provide Rep with the details of his/her device virtual assistant account. It is hereby clarified that such data is considered “End-User Data”. You are responsible to comply with all applicable privacy notices requirements in connection thereto.

  1. Obligations and Warranties. You represent that: (i) you will use the Services in compliance with any applicable laws, including without limitation privacy protection laws; and (ii) you have the full right, authority, permissions, approvals and consents from your End-Users to permit Rep to access, use, monitor, process, analyze, display and/or store the End-User Data in order to provide the Services. You hereby confirm that the privacy policy that you will provide Rep to display as part of the Platform, permits Rep to access, use, monitor, process, analyze, display and/or store the End-User Data in order to provide the Services. We agree to reasonably assist you in displaying to the End-Users, on your behalf, the required notices under this section (including your privacy policy) and in receiving End-Users’ consent for such notices. You are solely responsible that such privacy policy shall be accurate at all times and shall comply with all applicable privacy laws. You assume the responsibility for receiving the End-Users’ requests to delete or modify their personal information and handle such requests, and to notify Rep of any such requests. You shall remain solely responsible and liable for, and release Rep from, any and all liability arising from, Rep’s use of the End-User Data as permitted herein. You further acknowledge that you are solely responsible for the backup of your End-User Data.

Each party represents and warrants (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and (b) that the execution and performance of this Agreement will not conflict with or violate any provision of any applicable law. 

  1. Ownership. The Technology, the Console and any other technology embodied in the Platform are not for sale and are and shall remain Rep’s sole property. All right, title, and interest, including any Intellectual Property Rights evidenced by or embodied in, attached, connected, and/or related thereto and any and all derivative works thereof are and shall remain owned solely by Rep or its licensors. This Agreement does not convey to you any interest in or to any of the foregoing but only, as aforesaid, a limited revocable right to use the Services, in accordance with the terms of this Agreement, and nothing herein constitutes a waiver of Rep’s Intellectual Property Rights under any law. “Intellectual Property Rights” means: (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.  

If you contact Rep with feedback data (e.g., questions, comments, suggestions or the like) regarding the Services (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and Rep shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate such Feedback into the Services and/or other current or future products or services of Rep (without your approval and without further compensation to you). 

  1. Confidentiality. Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party. 
  2. Reference Customer. You agree that Rep may identify you as a user of the Services and use your trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by Rep on Rep’s website for promotional purposes.
  3.  Maintenance and Support. During the Evaluation Term and thereafter (to the extent you have purchased the subscription which entitles you to receive support and maintenances services, as detailed in https://www.hellorep.ai/plans, Rep will provide you support and maintenances services in accordance with the terms and conditions specified in Rep’s then current SLA which is available at: https://www.hellorep.ai/sla
  4. Changes to Services. Rep may change the Services’ layout and design and the availability of the content and functions included therein or may change the form, features or nature of the Services, from time to time, without giving you any prior notice. You hereby agree and acknowledge that Rep is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes. 
  5. NO WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE REPORTS (AS DEFINED BELOW) ARE PROVIDED ON AN “AS IS” BASIS. IN ADDITION TO OTHER DISCLAIMERS CONTAINED HEREIN, Rep DOES NOT WARRANT THAT THE REPORTS AND/OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES’ OPERATION AND THE SERVICES WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER SOFTWARE LIMITATIONS. THE USE OF THE SERVICES HEREUNDER IS AT YOUR SOLE RISK AND TO THE EXTENT ALLOWED BY LAW Rep EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 

Rep DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, REPORTS, INFORMATION (INCLUSING ANALYTICS AND RAW DATA PERTAINING TO THE END USERS), INSIGHTS OR RESULTS THAT YOU OBTAIN THROUGH USE OF THE SERVICE (COLLECTIVELY, “REPORTS”), OR THAT THE REPORTS ARE ACCURATE, COMPLETE, ERROR FREE OR DO NOT INCLUDE FALSE POSITIVE. 

Rep SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION TO THE END-USER DATA TO THE EXTENT THAT SUCH ACCESS OR ALTERATION IS NOT DUE TO Rep’S WILLFUL MISCONDUCT. 

  1.  LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW Rep, ITS LICENSORS, AFFILIATES, DISTRIBUTORS AND RESELLERS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO YOU OR ANY THIRD PARTY  FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM, RELATED WITH, AND/OR CONNECTED TO, ANY USE OF OR INABILITY TO USE THE SERVICES AND/OR THE REPORTS, EVEN IF Rep HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES IS AT YOUR OWN RISK. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, Rep’S, ITS LICENSORS’, AFFILIATES’ DISTRIBUTORS’ AND RESELLERS’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE CONSOLE AND/OR THE REPORTS  AND/OR THE SERVICES SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO Rep UNDER THE APPLICABLE PURCHASE ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
  2. Indemnification. You agree to defend, indemnify and hold harmless Rep, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your unauthorized use of the Services; (ii) your violation of any term of this Agreement (including without limitation any warranties provided herein); and/or (iii) a third party claim, suit or proceeding that use of the End-User Data within the scope of this Agreement infringes any privacy right of a third party.
  3. Term and Termination. This Agreement shall enter into force and effect on the Effective Date and shall remain in full force and effect for the Evaluation Term and, to the extent that you wish to receive the Services also for the applicable Subscription Periods, then for such periods, unless earlier terminated as set forth herein (the “Term”). Either party may terminate this Agreement with immediate effect if the other party materially breaches this Agreement and such breach remains uncured (to the extent that the breach can be cured) fifteen (15) days after having received written notice thereof. In the event that either party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, the other party shall have the right to immediately terminate this Agreement. Upon termination or expiration of this Agreement: (i) Rep will cease from providing the Services hereunder, the license granted to you under this Agreement shall expire, and you shall discontinue all further use of the Services; (ii) Rep shall immediately return  and /or permanently delete (as instructed by you) and certify to you, within fourteen (14) business days, that it has done so, all End-User Data provided by you pursuant to this Agreement, provided that Rep will retain any anonymous and non-identifiable information which derives from the use of the Services, as detailed in Section 7; (iii) any sums paid by you until the date of termination are non-refundable, and you shall not be relieved of your duty to discharge in full all due sums owed by you to Rep under this Agreement until the date of termination or expiration hereof, which sums shall become immediately due and payable on the date of termination or expiration the Agreement. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. Upon termination or expiration of this Agreement, you will lose all access to any End-User Data that Rep may be storing in order to make the Services available to you. You shall be responsible to download the End-User Data prior to termination of this Agreement.  Termination of this Agreement shall not limit Rep from pursuing any other remedies available to it under the applicable law.
  4.  Miscellaneous. This Agreement represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may assign your rights or obligations under this Agreement without the prior written consent of Rep Notwithstanding the foregoing, you may assign the Agreement without the consent of Rep in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of your assets related to this Agreement or similar transaction. Rep may assign its rights or obligations under this Agreement without restrictions. This Agreement shall be governed by and construed under the laws of the State of Delaware, United States, without reference to principles and laws relating to the conflict of laws. The competent courts of the State of Delaware, United States shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties. Rep will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of Rep (i.e., force majeure events). 

* * * * * * * *

 

BY CLICKING THE “I ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT (A) YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY, (B) YOU AGREE TO BE BOUND BY THIS AGREEMENT, (C) THE INDIVIDUAL SO CLICKING HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS AGREEMENT ON BEHALF OF HIS/HER ORGANIZATION, AND (D) BY SO CLICKING, THIS AGREEMENT CONSTITUTES BINDING AND ENFORCEABLE OBLIGATIONS ON YOUR BEHALF.

Exhibit A

Rep Services Privacy Policy 

Last Revised: January 15th, 2020

Rep.AI, Inc. and its affiliates (“Rep”, “Company”, “we” or “us”) and you executed a SaaS agreement (the “Agreement”), under which you will receive access to Rep’s Services on a SaaS basis. Under the Agreement you have committed, inter alia, to receive any required consents under any applicable privacy laws from your e-commerce website users with respect to information you collect (or when we collect on your behalf) in connection with the Services (the “End-User(s)”) for the collection, use and disclosure of their information as specified herein (the “End-User(s) Data”, as further detailed below). This Privacy Policy provides information with respect to the data that Rep uses in connection with the Services, including information with respect to your representatives (“Representative”) who open an Account in the Console (“Representative Data”). Capitalized terms which are not defined herein, shall have the meaning ascribed to them in the Agreement. Please note that Rep does not intend and does not knowingly collect Personal Information from children under the age of eighteen (18) and does not wish to do so.

Capitalized terms which are not defined herein, shall have the meaning ascribed to them in the Agreement.

  • Which Representative Data we may collect and how? 

Representative Data” consists of the following types of information:

  1. The first type of information is non-identifiable and anonymous information (“Non-personal Information”). Non-personal Information is any unconcealed information that does not enable the identification of an individual Representative. Non-personal Information is available to us while Representatives are accessing or using the Console. Non-personal Information which is being gathered may consist of technical information, behavioral information (such as Representative’s experience on the Console), or aggregated information, and may contain, among other things: technical data, e.g. type of operating system and configuration, device language, screen resolution, screen density, technical features of the Representative’s use of our Console, software version, hardware type, usage patterns and other statistical data, the time the Representative spent in our Console, etc.
  2. The second type of information is individually identifiable information (“Personal Information”). This information may identify an individual or may be of a private and/or sensitive nature. In order to provide our Services we may automatically collect the Representative’s personal identifiers (such as, device identifiers, for example, the IP address, carrier user ID, Unique Device Identifier (UDID), Media Access Control (MAC) address). We also collect information provided by your Representative voluntarily, for example, when opening an Account.  

We collect information through your entry and use of the Console. In other words, when you are using the Console we are aware of it and may gather, collect and store the information relating to such usage. Further, we collect information which you decide to provide us voluntarily. When opening an Account, you may be required to provide the following details: full name, email address and a password. 

We may gather, collect and store such information either independently or through the help of our authorized third-party service providers as detailed below.

For the avoidance of doubt, any Non-personal Information connected or linked to any Personal Information shall be deemed as Personal Information as long as such connection or linkage exists.

  • Which End-User(s) Data we may collect and how?

End-User(s) Data” consists of the following types of information:

  1. Non-personal Information. Non-personal Information is available to us while End-Users are accessing or using the Platform. Non-personal Information which is being gathered may consist of technical information, behavioral information, or aggregated information, and may contain, among other things: technical data, e.g. type of operating system and configuration, device language, screen resolution, screen density, technical features of the End-User’s use of your website, software version, hardware type, usage patterns, and other statistical data, the time the End-User spent in your website, etc.
  2. Personal Information. We may automatically collect the End-User’s personal identifiers (such as device identifiers, for example, the IP address, carrier user ID, Unique Device Identifier (UDID), We also collect the details of the End-User’s device virtual assistant account and any other information provided to us through the API (such as the End-User’s purchasing history on your website). 

We collect information through the End-User’s interaction with the Platform and through the API you provided us with.

We may gather, collect and store such information either independently or through the help of our authorized third-party service providers as detailed below.

For the avoidance of doubt, any Non-personal Information connected or linked to any Personal Information shall be deemed as Personal Information as long as such connection or linkage exists.

 

  • What are the Purposes of the Collection of Representative Data?

  1. We will collect Personal Information in order to provide you with the Services offered by us. Further, we will collect Personal Information in order to determine the location from which the Representative is connected to the Internet.
  2. In addition, we will collect Non-personal Information in order to (i) create statistics and other aggregate information and analysis with respect to behavioral patterns of Representatives and any analytical data regarding their use of the Service through the Console; and (ii) use it for statistical, analytical and research purposes and for customization, developing and improvement of our Services.
  • What are the purposes of the Collection of End-User Data?

We will collect Data Subjects Data in order to provide you with the Services offered by us. In addition, we will collect Non-personal Information in order to (i) create statistics and other aggregate information and analysis with respect to behavioral patterns of End-Users and any analytical data regarding their interaction with the Platform and (ii) use it for statistical, analytical, and research purposes and for customization, developing and improvement of our Services.

  • Sharing Information with Third Parties

We will use and share with you the Representative Data and End-User Data in order to provide you with the Services.

In addition, Rep may share the End-User’s Data and/or the Representative Data in the following cases: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; (b) to enforce this Privacy Policy, including investigation of potential violations thereof; (c) to detect, prevent, or otherwise address fraud, security or technical issues; (d) to protect the rights, property, or personal safety of Rep, you, your Representatives, or the general public; (e) when Rep is undergoing any change in control, including by means of merger, acquisition or purchase of all or substantially all of its assets (while such transaction may include a transfer of information to an entity which may be located in a country that does not have the same data protection laws as the End-User’s and/or Representatives’s jurisdiction); or (f) to collect, hold and/or manage End-Users’ Data and/or Representative Data (including their Personal Information) through Rep’s authorized third party service providers as reasonable for business purposes, which may be located in a country that does not have the same data protection laws as the End-User’s and/or Representative’s jurisdiction; or (g) pursuant to Representative’s explicit approval prior to the disclosure. 

For the avoidance of doubt, Rep may, at its own discretion, use Non-personal Information and transfer and disclose it to any third parties. 

  • Deletion or Modification of Personal Information

Since we have no direct relationship with End-Users, to the extent such End-User has any legal right to request the deletion and/or modification of Personal Information collected with respect to such End-User, you hereby agree to handle all such requests. 

If you are unable to handle such a request and only we possess the ability or power to solve such a request, please forward that request to us and provide us with the necessary instructions and we will make reasonable efforts to solve the issue pursuant to any applicable privacy laws. 

Unless you instruct us otherwise, we may retain Representative Data which includes Personal Information for as long as reasonably required for the purposes of which such Personal Information was collected, all as permitted under any applicable privacy laws. Aggregated and/or anonymous data may remain on our servers indefinitely.

  • Tracking Technologies/Cookies 

When your End-Users are using and/or communicating with the Platform, or when the Representatives are using the Platform, Rep may use industry-wide tracking technologies which store certain information on the Platform (“Technologies“) and which allow us to collect certain data for the purpose of offering our Services. The Technologies may store Non-personal Information as well as the user’s persistent identifier.

What are cookies? Cookies are small text files which are stored on, and accessed from, your computer or mobile device (1) with respect to End-User – when interacting with the Platform; (2) with respect to Representative – when using the Console. We use cookies, web beacons, pixels, clear gifs and other similar tools (collectively, “Local Storage“) on our Console to recognize Representative device, to improve the Console’s performance, to deliver a better and more personalized service according to the Representative’s individual interests and the device or browser used and/or to prevent fraud and/or abuse.  

Such information is locally stored in the user’s device. Rep and/or our authorized third party service providers may access such information. Rep and/or our authorized third party service providers may use both session cookies (which expire once you close the web-browser) and persistent cookies (which stay on the User’s device until he/she deletes them). Such Local Storage may store non-personal information (such as the different pages viewed by (i) an End-User within the Platform or (ii) the Representative within the Console) as well as a persistent identifier, which will be collected in accordance with the terms specified herein. 

Most devices and browsers will allow End-User/Representative to erase cookies from their device’s hard drive, block acceptance of cookies, or receive a warning before a cookie is stored. However, if the End-User/Representative block or erase cookies, the experience of the Platform and/or the Console may be limited. Please note that unless the End-User/Representative block the acceptance of cookies, the Platform and/or the Console will utilize cookies upon the End-User/Representative use of the Platform and/or the Console. If the End-User/Representative want to remove previously stored cookies, the End-User/Representative can manually delete the cookies at any time. However, this will not prevent the Platform and/or Console from placing further cookies on the End-User/Representative device unless and until the End-User/Representative adjust their settings as described above.  For detailed instructions regarding the blocking of cookies, please refer to your browser ‘help’, ‘tool’ or ‘edit’ section or see http://www.allaboutcookies.org/manage-cookies/. Below are links to instructions regarding the blocking of Cookies on commonly used web-browsers:

It is possible to opt-out of having the End-User/Representative browsing activity within the Platform and/or Console recorded by performance cookies. Please note that we use Google Analytics, as our service providers in order to track the End-User/Representative’s activities on the Platform and/or Console, including by use such services’ persistent cookies. Google provides a browser-add on which allows users to opt-out of Google Analytics across all websites, which can be downloaded here: https://tools.google.com/dlpage/gaoptout

  • Security 

We take reasonable measures to maintain the security and integrity of our Service, End-User Data and/or Representative Data that we collect and prevent unauthorized access to them or use thereof through generally accepted industry standard technologies and internal procedures. The Representative and End-User information is hosted on the Amazon AWS Cloud servers which provide advanced strict security standards (both physical and logical). Please note, however, that there are inherent risks in the transmission of information over the Internet or other methods of electronic storage and we cannot guarantee that unauthorized access or use will never occur.

  • International Data Transfer 

We transfer information collected about Representatives and End-Users, including Personal Information, to affiliated entities, or to other third party service provides (as provided herein) across borders and from your country or jurisdiction to other countries or jurisdictions around the world. Please note that we may transfer such information to a country and jurisdiction that does not have the same data protection laws as your jurisdiction, and you consent to such transfer of information

  • Third-Party Service Providers 

In order to provide our Services and/or fulfill the purposes mentioned in Section 3 and 4 above, we may make use of third-party service providers in the course of collecting, storing and/or processing the End-User Data and the Representative Data. Such service providers include without limitation, Google Analytics which privacy policy can be found at www.google.com/policies/privacy/partners/, and at http://www.google.com/intl/en/analytics/privacyoverview.html; Amazon which privacy policy can be found at: http://www.amazon.com/gp/help/customer/display.html?nodeId=468496; Rep uses commercially reasonable efforts to engage with third parties that post a privacy policy governing their collection, processing and use of non-personal and personal information. However, we do not control such third-party service providers. 

  • Changes to the Privacy Policy 

The terms of this Privacy Policy are in effect as long as the Agreement is in effect. Rep reserves the right to change this Privacy Policy at any time. Notice of changes to the Privacy Policy will be sent to you. In the event that the terms of this Privacy Policy should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.

  • Forwarding Requests and Notification to Rep 

Any request or notification that you are obliged to send to us under this Privacy Policy shall be sent to us by e-mail to the following address: dpo@hellorep.ai and we will make an effort to respond or take the necessary actions within a reasonable timeframe.

 

Exhibit B

SERVICE LEVEL AGREEMENT

  • Introduction and Definitions

This Service Level Agreement (“SLA“) defines the responsibilities of Rep.AI, Inc. (the “Company“) with regard to standard support and maintenance offering, with respect to the Company’s proprietary Console. This SLA forms an integral part of the SaaS available at: https://www.hellorep.ai/terms-of-service. Capitalized terms that are not defined herein, shall have the meaning ascribed to them in the SaaS. The Company reserves the right to change the terms of this SLA by providing Customer with at least thirty (30) days prior written notice.

Business Day” means Monday to Friday, excluding public holidays and/or other Delaware, United States rest days.

“Customer” refers to a customer of the Company who purchased a license to use the Service, and 

such purchase includes Support services for no additional consideration. 

“Response Time” means the time period following the receipt of Customer’s request for support, until confirmation of receipt of such request has been sent to the Customer, by e-mail and/or by telephone

“Resolution Time” means the time period following the Response Time until the Customer’s request for support has been handled.

  • Scope of Services

Support services consist of technical support and assistance to Customer using the Service by e-mail and/or telephone. Support services include receiving, classifying, and logging support requests and the assignment thereof to Rep’s technical specialists who are responsible for troubleshooting the problem until it is resolved. Unless otherwise explicitly detailed herein, Rep does not guarantee the time in which the problem will be resolved but will provide estimations, to the extent requested by the Customer.  “Downtime” or “Downtime Incident” means the time in which the Platform or Console is unavailable to the Customer as measured and determined solely by the Company. Downtime Incidents exclude: (a) planned downtimes announced at least 72 hours in-advance by Company, including without limitation, for periodic upgrade and maintenance; and/or (b) any time during which the Company is awaiting information from the Customer, or awaiting Customer’s confirmation that the Console has been restored.

  • Support Hours and Channels

Standard support is provided via email and during regular business hours, Delaware, United States, Daylight Time (IDT). On-site support is not included in such a framework. 

  1. Support Hours

Support hours are Sunday through Thursday; 9:00am to 5:00pm, excluding public holidays.

  1. Support Channels

Please send all support emails to support@hellorep.ai.  

  • Severity Levels and Expected Response and Resolution Time.

The Company guarantees a specific response time according to the severity of the reported issue. The following table defines the severity levels and the maximum response times guaranteed by the Company’s support team:

 

Severity Level Definition Response Time Resolution Time
Critical Flaw: A Critical Flaw shall be defined as a flaw adhering one or more of the following conditions: (i) it results in a total failure of the Platform or Console; or (ii) it creates a situation that does not allow enabling at least one substantial feature of the Platform or Console.   Up to 8 hours  2 Business days
3 Minor Flaw: A Minor Flaw shall be deemed as a flaw that is not a Critical Flaw.   Up to 72 hours 4 Business days 
4 Standard Service Requests means standard service requires, such as requests for configuration changes, questions or requests regarding the Service’s functionality and training.  Up to 2 Business days 10 Business days 
  1. Exclusions:

The Company’s obligations under this SLA do not apply to any: (a) Software provided for evaluation purposes (unless otherwise explicitly set forth in the Agreement); (b) features or services which are not included in the Software; or (c) Downtime Incidents that: (i) are explicitly excluded under this SLA; (ii) are caused by factors beyond the Company’s reasonable control; (iii) resulted from Customer’s software or hardware that would have been prevented but for such Customer’s software or hardware; (iv) resulted from the Customer’s own management or misuse of the Platform or Console; (v) resulted from third party software or hardware, the use of which was not approved by the Company in advance; or (vi) resulted from violation by Customer of the Agreement.

  • Version Upgrades and Maintenance:

Version upgrades and maintenance activities will be made periodically. These upgrades and/or maintenance activities are not supposed to incur any Downtime. 

  • Support provided by Third Parties: 

TO THE EXTENT CUSTOMER PURCHASED SUPPORT/MAINTENANCE SERVICES DIRECTLY FROM THIRD PARTIES (THE “THIRD PARTY PROVIDERS“), THE COMPANY MAKES NO REPRESENTATIONS WITH RESPECT THERETO, AND THE CUSTOMER HEREBY WAIVES ANY CLAIMS RELATED TO ANY SERVICES THAT THE THIRD PARTY PROVIDERS MAY PROVIDE TO THE CUSTOMER. 

ANY RIGHTS GRANTED TO CUSTOMER UNDER ANY CONTRACT OR PURCHASE ORDER BETWEEN THE CUSTOMER AND THIRD PARTY PROVIDERS THAT ARE NOT EXPLICITLY PROVIDED HEREIN, APPLY ONLY IN CONNECTION WITH SUCH THIRD PARTIES, AND NOT THE COMPANY.

THE COMPANY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS PROVIDED OR MADE TO THE CUSTOMER BY THE THIRD PARTY PROVIDERS. SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF THE THIRD PARTY PROVIDERS.

  • Service Credits:
  • Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the Downtime Period, divided by the total number of minutes in a calendar month.
    1. Service Credit” means credit notes due to the Customer as a result of Downtime Period as detailed in the following table:

 

Monthly Uptime Percentage Percentage of monthly billing fees that will be credited to future billing cycle for the Customer
Between 99.0% – 99.9% (inclusive)  25%
Less than 99.0% 100% 
  1. Service Credit Eligibility

If the Monthly Uptime Percentage is less than or equals 99.9%, then the Customer will be eligible to receive Service Credits as detailed in the table above. 

In order to receive any of the Service Credits described above, the Customer must notify the Company’s technical support team within thirty (30) days from the time on which the Customer becomes eligible to receive Service Credits. Failure to comply with this requirement will forfeit such Customer’s right to receive Service Credits.

  1. Maximum Service Credits

The aggregate maximum number of Service Credits to be issued by the Company to the Customer for any and all Downtime Periods that occur in a single calendar month shall not exceed 100% of the amount due by Customer for the services provided to it during the applicable month. 

The Service Credits will be made in the form of a monetary credit applied to future use of the services and will be deducted from the Customer’s next billing cycle/invoice.

THE CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT ITS RIGHT TO RECEIVE SERVICE CREDITS AS SPECIFIED ABOVE CONSTITUTES ITS SOLE AND EXCLUSIVE REMEDY FOR ANY DOWNTIME INCIDENTS.

  

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