Terms of Service

Using the Solution requires an account (an “Account”). When you create one, you agree to: (i) provide accurate, current information for the Account; (ii) keep your credentials secure; (iii) remain responsible for all activity under the Account; and (iv) notify us promptly if you become aware of any unauthorized access.

Only employees, consultants, and subcontractors of you and your Affiliates (“Authorized Users”) may access the Solution. You are fully responsible for your Authorized Users’ compliance with this Agreement, and you may not share any credentials with anyone who is not an Authorized User. The number of Authorized Users permitted on your behalf is as specified in the applicable Order and remains subject to the conditions of this Agreement.

Subject to payment of the applicable fees and your compliance with this Agreement, Perelan grants you a limited, revocable, non-transferable, non-exclusive, and non-sublicensable license to access and use the Solution for your internal business purposes during the subscription Term. To add Authorized Users beyond your entitlement, you must purchase additional licenses.

Except as this Agreement expressly permits, you will not — and will not permit any Authorized User, employee, subcontractor, or third party to — directly or indirectly:

1. rent, lease, sell, lend, copy, modify, transfer, sublicense, distribute, or create derivative works of the Solution;
2. disassemble, reverse engineer, decompile, or otherwise attempt to discover the source code or underlying structure of the Solution;
3. circumvent or defeat any of the Solution’s security mechanisms or access controls;
4. remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Solution;
5. introduce or transmit any virus or other contaminating or destructive code through the Solution;
6. use the Solution to engage in any unlawful activity;
7. use any robot, spider, scraper, or other automated or manual process to retrieve, index, data-mine, reproduce, or circumvent the navigational structure or presentation of the Solution; or
8. attempt to override or work around any of the usage rules built into the Solution.

The Solution includes optional AI capabilities, including features delivered through off-the-shelf, third-party AI providers (the “AI Features”), built on the Model Context Protocol (MCP) so that you can plug in different AI models of your choosing. Depending on availability, the AI Features may include: (i) agentic AI that lets Authorized Users query and receive insights derived from Customer Data within the Solution and automate workflows and processes; and (ii) a “vibe coding” capability that lets Authorized Users tailor their own experience by generating and configuring bespoke tabs, analyses, and dynamic pages from their prompts and Customer Data (rather than agnostic data), through Perelan’s proprietary SDK. The specific models available are listed in your Order or on our website.

When you use the AI Features, the inputs and prompts that you or your Authorized Users provide (the “Customer Input”) are used to generate content, outputs, recommendations, analyses, or other materials (“AI-Generated Content”). Perelan does not, and does not permit its third-party providers to, train the underlying AI models on Customer Data.

Because of the nature of AI, AI-Generated Content may not be unique and may be similar or identical to content generated for other users or customers. You waive any claims against Perelan and its affiliates arising out of or relating to such similarity, and you will not seek to restrict or enjoin the generation, use, or distribution of AI-Generated Content provided to or generated for other customers — provided that this does not reduce Perelan’s confidentiality and security obligations with respect to your Customer Data.

“AI” means software programs, models, algorithms, or systems that use artificial-intelligence techniques — including machine learning, deep learning, neural networks, large language models, transformer architectures, or diffusion models — to create, generate, or synthesize novel content or outputs (such as text, images, audio, video, code, or other media) based on patterns learned from training data, prompts, parameter configurations, or other inputs, without the specific rules for that content being explicitly programmed.

Perelan provides support in accordance with the Service Level Agreement set out in Exhibit A. Unless your Order states otherwise, support is included at no additional charge.

(a) Base subscription. You will pay Perelan the service fees set out in your Order or in Perelan’s then-current price list (the “Fees”), based on the initial number of Authorized Users and the billing cycle specified in the Order.

(b) Dynamic pricing for additional users. If you add Authorized Users beyond the number specified in the Order during the Term, those additional users are charged on a pro-rata basis for the remainder of the then-current billing cycle. The charge is calculated by multiplying [number of additional users] × [the per-user periodic rate (monthly, bi-annual, annual, etc.)] × [the number of time units remaining in the current cycle]. Such charges are invoiced immediately when the users are added and are due and payable in accordance with the Payment Terms below.

(c) No refunds. Fees are non-refundable and non-cancellable except as expressly provided in this Agreement. If you reduce the number of Authorized Users during the Term, no refund or credit is provided for the reduced usage.

Unless otherwise agreed in writing, you will provide a valid credit card or other payment details, and Perelan will charge that method — or you will pay in advance — for each subscription term. Amounts not paid within 15 days of the due date bear interest at the lower of 1.5% per month or the maximum rate permitted by law.

Prices are exclusive of all taxes. You will pay all applicable sales, use, value-added, withholding, and similar taxes and fees, however designated, that are imposed in connection with this Agreement — other than taxes based on Perelan’s net income — or will supply a valid tax-exemption certificate in a form satisfactory to Perelan. Any taxes Perelan is required or permitted to collect will be itemized separately on the applicable invoice.

Each party represents and warrants that: (i) it is duly organized under applicable law; (ii) it has the authority to enter into this Agreement; (iii) it will perform its obligations in compliance with applicable laws and regulations; (iv) it holds the consents, approvals, licenses, and certifications its business requires; and (v) entering into and performing this Agreement does not conflict with any other contractual obligation it has or any legal requirement to which it is subject.

Perelan represents and warrants that: (i) the Solution does not infringe the intellectual-property rights of any third party; (ii) the Solution does not contain any virus, trojan horse, worm, back door, time bomb, or other harmful code; (iii) it materially complies with the laws applicable to its operations and activities; and (iv) all services are provided in a professional manner consistent with reasonable market standards.

You warrant that: (i) you have obtained all rights and consents needed to provide and upload the data you make accessible through the Solution (the “Customer Data”) and to permit the processing contemplated here and in the DPA; and (ii) your Customer Input and Customer Data do not infringe the intellectual-property rights of any third party.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOLUTION, THE AI-GENERATED CONTENT, AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF COMPLETENESS, ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT THE SOLUTION USES AI AND MACHINE-LEARNING TECHNOLOGIES THAT MAY PRODUCE VARYING OR UNEXPECTED RESULTS, AND THAT THE QUALITY OF AI-GENERATED CONTENT IS DIRECTLY CORRELATED WITH THE QUALITY AND CONDITION OF THE CUSTOMER INPUT AND CUSTOMER DATA. PERELAN DOES NOT GUARANTEE THAT AI-GENERATED CONTENT WILL BE ERROR-FREE OR MEET YOUR SPECIFIC REQUIREMENTS, AND ANY RELIANCE ON, OR DECISION MADE FROM, YOUR USE OF THE SOLUTION AND ANY AI-GENERATED CONTENT IS AT YOUR SOLE RESPONSIBILITY.

Perelan will defend, indemnify, and hold harmless you and your parents, affiliates, and subsidiaries, and their respective owners, directors, officers, employees, and representatives, and the successors and assigns of any of them (the “Customer Indemnitees”), from any damages, costs, losses, liabilities, and expenses (including court costs and reasonable attorneys’ fees) incurred in connection with any actual third-party claim, demand, action, or proceeding (a “Claim”) alleging that (a) the Solution infringes that third party’s intellectual-property rights, or (b) Perelan violated its obligations under the DPA.

This obligation does not apply to the extent a Claim results from: (i) a Customer Indemnitee’s breach of this Agreement; (ii) the combination, operation, or use of the Solution with other software, hardware, applications, or processes; (iii) the Customer Input or AI-Generated Content; or (iv) any matter for which you must indemnify the Company Indemnitees or for which Perelan’s responsibility is excluded under the Disclaimers above.

You will defend, indemnify, and hold harmless Perelan and its parents, affiliates, and subsidiaries, and their respective owners, directors, officers, employees, and representatives, and the successors and assigns of any of them (the “Company Indemnitees”), from any damages, costs, losses, liabilities, and expenses (including court costs and reasonable attorneys’ fees) incurred in connection with any actual Claim alleging that the Customer Data, or its use as contemplated here and in the DPA, violates the privacy or data rights of any third party.

Indemnification is conditioned on the indemnified party: (i) promptly notifying the indemnifying party in writing of any Claim for which indemnification is sought; (ii) reasonably cooperating with the indemnifying party, at the indemnifying party’s expense; and (iii) allowing the indemnifying party to control the defense and settlement of the Claim — provided that no settlement requiring any action by the indemnified party, other than to cease using the allegedly infringing or unlawful item, may be entered into without the indemnified party’s consent. The indemnified party may participate in any matter with counsel of its own choosing at its own expense.

If the Solution becomes, or in Perelan’s reasonable opinion may become, the subject of an infringement Claim, Perelan may, at its option: (i) obtain for you the right to continue using the Solution; (ii) modify or replace the affected part with substantially equivalent non-infringing functionality; or (iii) if Perelan reasonably determines that neither of the foregoing is reasonably available, terminate this Agreement on written notice, in which case you will receive a pro-rata refund of any prepaid Fees.

Perelan has and retains all right, title, and interest in the Solution, including all enhancements, improvements, and modifications to it, and all intellectual-property rights in any of the foregoing (“Company Property”). You have and retain all right, title, and interest in the Customer Data, including all enhancements, improvements, and modifications to it, and all intellectual-property rights in any of the foregoing (“Customer Property”). Company Property and Customer Property are together the “Property.”

If either party provides the other with feedback about the other’s Property, the receiving party may use that feedback without restriction, and the party providing it has no liability or responsibility for it. Any enhancements, improvements, or modifications made to a party’s Property based on the other party’s feedback also belong to that party.

Perelan may generate and use statistical, anonymized data derived from your use of the Solution — provided it never identifies any individual (for example, the popularity of certain features or aggregate usage statistics across customers) — for any purpose, including analyzing, maintaining, and improving the Solution.

Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) information about its business — including technical, marketing, financial, employee, and planning information, and anything marked as confidential or that should reasonably be understood to be confidential or proprietary in the circumstances (“Confidential Information”). Customer Data is your Confidential Information. The Solution and its documentation are Perelan’s Confidential Information.

The Receiving Party will use the Disclosing Party’s Confidential Information only to perform this Agreement, and will disclose it only to its employees or contractors who need it for that purpose and who are bound by confidentiality obligations no less protective than these. The Receiving Party is fully responsible for any breach caused by those people, and will protect the Confidential Information from unauthorized use, access, or disclosure using at least the same care it uses for its own confidential information of a similar nature, and no less than reasonable care.

These confidentiality obligations do not apply to information that: (a) the Receiving Party already lawfully knew at the time of disclosure; (b) was disclosed to the Receiving Party by a third party who had the right to do so without confidentiality restrictions; (c) is or becomes generally available to the public through no fault of the Receiving Party; or (d) the Receiving Party independently developed without access to or use of the Disclosing Party’s Confidential Information, as shown by contemporaneous documentation.

In addition, the Receiving Party may disclose Confidential Information to the extent the disclosure is: (i) approved in writing by the Disclosing Party; or (ii) required by law or by a court or similar authority — provided that, to the extent permitted by law, the Receiving Party promptly notifies the Disclosing Party in writing and reasonably cooperates, at the Disclosing Party’s request and expense, in any lawful effort to contest or limit the scope of the required disclosure.

This Agreement begins on the Effective Date and continues for the subscription period set out in the Order. Unless an Order states otherwise, it renews for successive one-year periods (each a “Renewal Term,” together with the initial term the “Term”), unless either party gives notice of non-renewal at least 30 days before the next Renewal Term begins. Perelan will give you at least 60 days’ notice before the Term expires.

Perelan may temporarily suspend your use of the Solution without prior notice if your or your Authorized Users’ acts or omissions reasonably threaten the security or integrity of the Solution. Where it does, and unless prevented by law or by urgent circumstances relating to the cause, Perelan will provide you with: (i) notice of the suspension; (ii) an explanation of the threat; and (iii) the corrective action required before access is restored — and will use commercially reasonable efforts to lift any security- or integrity-related suspension as soon as possible.

Separately, if any amount you owe is 10 or more days overdue, Perelan may, without limiting any other remedy, suspend access until the amount is paid in full. If a suspension other than for non-payment exceeds 15 days in any 3-month period, you may terminate this Agreement and receive a pro-rata refund of any prepaid Fees.

Perelan may modify this Agreement on at least 10 days’ prior notice to you, and may add, enhance, modify, or discontinue features of the Solution at any time in its discretion. If Perelan makes a material adverse change that substantially diminishes your contractual rights or the functionality of the Solution, you may terminate this Agreement within 30 days of receiving notice of the change and receive a pro-rata refund of any prepaid Fees.

Except as otherwise stated in this Agreement, either party may terminate it: (a) immediately on written notice if the other party materially breaches and does not cure within 30 days of being notified; or (b) if the other party makes a general assignment for the benefit of creditors, applies for or acquiesces in the appointment of a receiver, trustee, custodian, or liquidator for its business or assets, or files or acquiesces in a petition seeking relief or reorganization under any bankruptcy or insolvency law.

On termination, the licenses granted here immediately expire and Perelan will cease providing you access to the Solution. The License Restrictions, the warranty and indemnification sections, the intellectual-property and confidentiality sections, the Effect of Termination, the limitation-of-liability section, and the general terms survive any termination or expiration, along with any other rights or obligations that by their nature are intended to survive.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, OR EMPLOYEES) WILL HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

THE TOTAL LIABILITY OF EITHER PARTY (AND ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, AND EMPLOYEES) UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAYABLE TO PERELAN DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (THE “STANDARD CAP”).

THE LIMITATIONS ABOVE DO NOT APPLY TO A VIOLATION OF INTELLECTUAL-PROPERTY RIGHTS, FRAUD, WILLFUL MISCONDUCT, AN INTENTIONAL BREACH OF THIS AGREEMENT, OR THE PARTIES’ INDEMNIFICATION OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, A PARTY’S LIABILITY FOR A BREACH OF THE DPA IS LIMITED, IN THE AGGREGATE, TO TEN TIMES THE STANDARD CAP.

Perelan may identify you as a customer, using your official name and logo, on its website and in its marketing and promotional materials.

Except for payment obligations, neither party is liable for any delay or failure to perform caused by events beyond its reasonable control — including acts of God, accident, fire, flood, storm, earthquake, pandemic, riot, war, sabotage, explosion, labor disturbance, strike, government action, or the inability to obtain energy, materials, labor, or transportation on usual terms — or any similar contingency that makes performance commercially impracticable. The affected party will promptly notify the other in writing of its inability to perform and the expected duration, and will take all reasonable steps to resume performance as soon as possible.

Each Order, once executed, is part of this Agreement. If an Order and this Agreement conflict, this Agreement prevails unless the Order expressly states otherwise. The parties are independent contractors, and nothing here creates an employer-employee, joint-venture, or agency relationship; neither party’s employees or agents are entitled to the other party’s employee benefits. No waiver is effective unless in writing and signed by the party against whom it is asserted, and no failure or delay in exercising a right operates as a waiver of it. This Agreement is solely for the benefit of the parties and creates no third-party rights. If any provision is found unenforceable, it will be modified to the minimum extent necessary to be enforceable or, if it cannot be, severed, with the remainder continuing in effect. Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign it in connection with a merger, acquisition, or sale of substantially all of the relevant business or assets to which it relates. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

This Agreement is governed by the laws of the State of Israel, without regard to its conflict-of-laws rules. Any dispute arising out of or in connection with this Agreement is subject to the sole and exclusive jurisdiction of the competent courts in Tel-Aviv, and each party irrevocably submits to that jurisdiction.