Terms and Conditions

1. Scope

1. E.M. Coperato Ltd is registered with the companies’ register of Israel (“Coperato”).
2. Coperato operates a platform that enables its customers (“Users”) to deploy AI agents (“Agents”) for automating customer interactions (“Software”) and offers the Software and the services specified on the Coperato.AI Portal (“Website” or “Portal”).
3. Deviating, opposing or supplementary general terms and conditions of Users shall only become integral components of the contractual relationship if Coperato agrees to their validity in text form. This requirement of approval also applies if Coperato initiates the performance of services after becoming aware of User’s general terms and conditions.

2. Object of the Agreement

1. Coperato provides the Software to the User as software-as-a-service (SaaS), meaning that the Software is operated by Coperato in a managed cloud-hosted environment and accessed by the User via the Website.
2. To access the Portal, a User must submit a request to Coperato to create an account. Coperato reserves the sole right to approve or deny any such request at its discretion. By submitting a request to open an account, the User agrees to be bound by these Terms and Conditions.
3. The User’s use of the Services is subject to usage limits which will be in the sole discretion of Coperato (“Usage Limit”).

3. Direct Use

1. Coperato grants to the User during the term of the Agreement a non-exclusive, non-transferable, non-sublicensable license to use the Software for Direct Use.
2. Coperato shall allow the User to create additional users within a User account for the User’s employees or team members (“Authorized Users”) who require access to the Software under the User’s account.
3. The User shall maintain and not remove, obscure, or alter any copyright notice, trademarks, logos, and trade names and any other notices or identifications that appear on or in any Software or updates or any associated media.

4. Warranty

1. Except as expressly provided herein, Coperato makes no warranty of any kind, whether express, implied, statutory or otherwise, and Coperato specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.
2. Coperato’s no-fault warranty liability is excluded.
3. Coperato shall use commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Coperato shall give notice in advance); and (ii) any unavailability caused by circumstances beyond Coperato's reasonable control, including, for example, internet service provider failure or delay, non-Coperato applications, or denial of service attack.
4. Coperato intends to use state-of-the-art technology and is authorized to regularly carry out or introduce updates, new versions or upgrades of the Software and the services, implement new features or make changes to existing features in order to improve the Software and the services and in particular to adapt it to technical developments, a changed legal situation or new commercial requirements

5. Input & Output

1. “Input” refers to any data, content or materials provided to Coperato by the User using the Software for transmission, storage, integration, import, display, distribution, or use in or through the Software, whether directly or indirectly, including prompts, intents, photographs, images, graphics, voices, videos, files, documents, logos, signs and text or other content.
2. “Output” refers to any data, content, or materials that are generated, produced, or created for the User by the Software. This includes, but is not limited to, text, images, audio, video, code, designs, models, and other works that are based on the Input.
3. The User shall be responsible for the accuracy, quality and legality of the Input. The User shall be responsible for the use of the Input with the Software, and the use of the Input in connection with any Third Party Applications. The User guarantees that it has the necessary rights and/or consents to provide the Input to Coperato for the purpose of fulfilling the Agreement.
4. Coperato has no obligation to review or maintain any Input and/or Output, and may delete or destroy all copies of the Input in its systems or otherwise in its possession or control at its own discretion, unless legally prohibited.
5. The User is aware that the characteristics of the Output generated by Third Party Applications depend considerably on the Input. Coperato is not liable for any Output generated by any Third Party Application. Coperato does not guarantee the Output’s correctness or its suitability for the User’s intended purpose. The User is responsible for verifying the Output and assessing its suitability for the User’s intended purpose before use. The User bears sole responsibility for the use of the Output.
6. The User shall indemnify Coperato upon first request against all claims asserted against Coperato by any third party (in particular End Customers) due to (a) the use of the Input or Output by Coperato, the User or the End Customer or (b) due to the use of the Software and services by the User, unless these claims are based on intentional or grossly negligent conduct by Coperato. Such indemnification also includes the costs of a reasonable legal defense.

6. Obligations of the User

1. The User shall be solely responsible for addressing and resolving any enquiries or claims (“Complaints”), in particular about spam calls, raised by third parties resulting from the use of the Software by the User or End Customers. Coperato shall forward any such Complaints linked to the use of the Software through the User’s account to the User. The User is obliged to resolve such Complaints in a timely manner and assist Coperato with information and actions in resolving such Complaints, if necessary.
2. The User shall be solely responsible for (i) administering and protecting the Account; (ii) providing access to the Software only to Authorized Users; (iii) requiring such Authorized Users to keep the account login information strictly confidential; (iv) using industry standard security measures to protect the accounts (including, without limitation, using multi-factor authentication); and (v) any use of the Software that occurs on the accounts.
3. In the event that the User becomes aware that the security of account login information has been compromised, or upon Coperato's reasonable request, the User shall immediately de-activate such account or change the respective account login information.
4. The User shall not
   a. make the Software or parts thereof available to anyone other than its Authorized Users, or use the Software or parts hereof for the benefit of third parties, unless expressly allowed;
   b. sell, resell, license, sublicense, distribute, rent or lease the Software or parts hereof, unless expressly allowed;
   c. use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
   d. use the Software to scam or otherwise defraud third parties or any other person or entity;
   e. use the Software to store or transmit malicious code (such as files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses);
   f. interfere with or disrupt the integrity or performance of the Software;
   g. attempt to gain unauthorized access to the Software or its related systems or networks;
   h. permit direct or indirect access to or use of the Software in a way that circumvents the Usage Limit, or use any software to access, copy or use any of Coperato's IP Rights except as permitted under these terms;
   i. modify, copy, or create derivative works of the Software or any part, feature, function or user interface thereof, unless expressly allowed for in these terms;
   j. frame or mirror any part of the Software, other than framing on the User's own intranets or otherwise for its own internal business purposes; and/or
   k. except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Software.
5. Any use of the Software in breach of the foregoing by the User that in Coperato's judgment threatens the security, integrity or availability of the Software, may result in Coperato's immediate suspension of the Software, however Coperato shall use commercially reasonable efforts under the circumstances to provide the User with notice and an opportunity to remedy such violation or threat prior to any such suspension.
6. If the User is in material breach of the foregoing, Coperato may terminate the Agreement without notice period.

7.Fees and Payment

1. The User shall pay Coperato the fees as stated in the selected plan on the Platform (“Prepaid Fees”) in order to use the Services.
2. The User may choose between available prepaid payment methods provided by Coperato.
3. If the User selects a third-party payment provider, the terms and conditions of that provider will apply in addition to these Terms.
4. If payment by credit card fails for reasons outside of Coperato’s responsibility, the User must promptly provide an alternative payment method to complete the top-up.
5. Access to the Services is subject to sufficient prepaid balance. If the balance is insufficient, Services may be suspended until additional funds are added. Coperato will issue an invoice or receipt upon each successful top-up.
6. All Prepaid Fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments (“Taxes”). The User is responsible for all such Taxes. If Coperato is required to collect Taxes, these will be added to the prepaid amount unless the User provides a valid tax exemption certificate.
7. Coperato may adjust pricing at its discretion, with prior notice. The updated fees will apply to future top-ups made after the change becomes effective.

8. Intellectual Property Rights

1. For the purpose of these terms, “IP Rights” means on a worldwide basis all intellectual property rights including, but not limited to, all rights of the following types, which may exist or be created under the laws of any jurisdiction (in each case whether registrable or not and whether registered or not): (i) trademarks, business names, domain names, trade name rights, work titles; (ii) patents, utility models, and rights to inventions; (iii) copyrights, database rights and other rights associated with works of authorship, including exploitation rights, economic rights in software and moral rights; (iv) design rights; (v) trade secret rights and rights in know-how; (vi) any other proprietary rights in intellectual property; and (vii) any rights in or relating to applications, registrations, renewals, extensions, combinations, divisions, and reissues of any of the rights referred to in clauses (i) through (vi) above.
2. Coperato retains all right, title, interest, including all related IP Rights, in and to the Software, services and related documentation, its Confidential Information, and all derivative works thereof, or improvements or modifications thereto, by whomever made. Except for the express rights granted herein, Coperato does not grant any other licenses or access, whether express or implied, to the Software, the services or IP Rights of Coperato.
3. The User hereby grants Coperato a non-exclusive, non-transferable, non-sublicensable right to use the Input during the term of the Agreement to the extent necessary for the fulfilment of the Agreement, including the right to reproduce, edit and transmit the Input, including transmission to Third Party Applications.
4. The User hereby further grants Coperato a non-exclusive, non-transferable and non-sublicensable right to use the Input and Output for the purpose of improving the Software and its own products (e.g. by means of training). This right includes the right to reproduce, edit and transmit the Input to Third Party Applications for such purposes.
5. If not expressly agreed otherwise, the User shall own all right, title, and interest in and to Input and/or Output created with the help of the Software.
6. Ownership of Third Party Applications and all worldwide rights, title and interest in and to the IP Rights associated with Third Party Applications shall remain solely and exclusively with the respective provider of the Third Party Applications.
7. By submitting any ideas, recommendations or other feedback (“Feedback”) related to the Software, the User acknowledges and agrees that Coperato shall be free to exploit and use Feedback for any purpose without restriction or compensation.

9. Confidentiality

1. “Confidential Information” means any information, documents, items, materials, substances or electronic files disclosed by one party to the other party in written, electronic, oral or any other form, which is marked confidential by the disclosing party or is to be treated as confidential by its nature.
2. The parties undertake to treat the Confidential Information of the other party as confidential and to use them exclusively for the purposes of the performance of the Agreement.
3. The disclosure of the Confidential Information of the disclosing party by the respective recipient to third parties is only permitted to the extent that this is necessary for the performance of the Agreement, provided that the third party has committed itself to confidentiality vis-à-vis the party making the Confidential Information available to the third party or is bound to confidentiality for professional reasons. Legal disclosure obligations remain unaffected. The respective party making the Confidential Information available to the third party shall be responsible for ensuring that the obligations of these terms are also observed by such third parties. The party making the Confidential Information available to the third party shall be liable for breaches of the confidentiality obligations under these terms by such third parties as if they were its own breach.
4. Each party undertakes to protect the Confidential Information of the respective other party by taking appropriate security measures.
5. The foregoing obligations shall not apply to information of which the receiving party can prove that it (i) was or is available to the public in a lawful manner and in a manner not in breach of the provisions of these terms; (ii) was previously known to the receiving party and was available to it without restriction; (iii) was disclosed to the receiving party by a third party authorized to do so.
6. The respective receiving party undertakes to completely and permanently destroy all documents and records containing Confidential Information of the respective other party or, in the case of electronic data, to permanently delete such data immediately after termination of the Agreement. This shall not affect any statutory storage and archiving obligations.
7. After termination of the Agreement, all rights and obligations of each party with respect to the Confidential Information of the respective other party shall continue to apply for a period of three (3) years.

10. Liability

1. Coperato is liable for damages caused intentionally or through gross negligence by Coperato, its legal representatives and vicarious agents, as well as in the event of a breach of a material contractual obligation that is essential for the fulfillment of the contract in the first place and on which the Customer may rely (“Material Duty”).
2. In case of gross negligence and regarding Material Duties in case of simple negligence Coperato’s liability is limited to the contractually typical foreseeable damage.
3. Otherwise, Coperato's liability is excluded, irrespective of the legal grounds, unless Coperato is subject to mandatory liability under the law, in particular for damages resulting from injury to life, limb or health of a person, the assumption of an express guarantee, fraudulent concealment of a defect or under the Product Liability Act.
4. Coperato’s strict liability for defects existing at the time of delivery of the Software is excluded. The limitations of liability in the above paragraphs also apply to claims against legal representatives and vicarious agents of Coperato.

11. Term and Termination

1. User may terminate the Agreement at any time.
2. In additions, each party may terminate the Agreement for cause
   a. upon 30 days' notice in text form (email is sufficient) to the other party of a material breach if such breach remains uncured at the expiration of such period; or
   b. if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
3. Coperato may terminate the Agreement without notice period if the User is in breach of
   a. its obligations under these terms;
   b. Any other applicable law;

12. Amendments to these terms

1. Coperato reserves the right to change or amend these terms in whole or in part for the following reasons: legal or regulatory reasons, security reasons, to further develop or optimise existing qualities of the Software and to add additional qualities, to adapt to technical progress and make technical adjustments and to guarantee the future functionality of the Software.
2. Coperato will inform the User of any changes, communicating the specific content of the modified provisions with sufficient advance notice at least two weeks before the planned changes come into force.
3. All declarations concerning amendments to these terms including this form requirement must be submitted in text form (email is sufficient). This also applies to amendments of this clause.
4. The User has a right to object to such changes within two weeks upon receipt of the notification. If the User does not object to the change notification within two weeks upon its receipt, the changes are deemed as accepted by the User. In the change notification, Coperato will separately inform the User about the right to object and the above-mentioned legal consequences of remaining silent.

13. Final Provisions

1. Neither party is entitled to transfer the Agreement or to assign rights or obligations under these terms to a third party without the prior written consent of the other party.
2. The Agreement and these terms shall be governed by the laws of Israel.
3. Exclusive place of jurisdiction for all disputes arising out of or in connection with the Agreement and/or these terms shall be Haifa, Israel, unless otherwise required by mandatory law.