Terms

1. Agreement Acceptance

These Terms of Service (“Terms”) establish a binding agreement between you (“You”) and Oxlamb Ltd. and its affiliates (“Company,” “We,” or “Us”) governing your access and use of the services. By selecting “I ACCEPT,” you are indicating your acceptance and agreement to be bound by all the terms of this agreement. The date of acceptance shall be deemed the effective date of this agreement.

If you are representing your employer or another entity, you hereby confirm that (i) you have full legal authority to bind your employer or such entity to these Terms, and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity. These Terms shall be binding on your employer or such entity accordingly.

1. Our Services

1.1. Services: The Oxlamb proprietary services enable you to create custom content using AI content generation tools. This content can be used for business development, marketing, and promotional materials, allowing you to tailor it to your branding tone and unique marketing “voice” (collectively, the “Services” as further defined below).

1.2. Modification or Discontinuation of the Services: We may, at our discretion and without further notice, add, enhance, upgrade, modify, or discontinue any functionality, feature, or tool available through the Services. If there is any material adverse change in the core functionality of the Services, we will notify you through announcements on the Oxlamb website, your provided email address, or the Services.

1.3. Technical Support and Uptime: Subject to the payment of applicable fees, we will maintain and support the Services in accordance with our standard Service Level Agreement (SLA). Different service levels may apply to various packages within the Services, as updated by us from time to time and made available upon request.

2. Account Registration and Administration

2.1. Creating an Account: To use the Services, you must create an account (“Account”). The first user of the Account is automatically designated as the Account administrator (“Admin”). By creating an Account, you agree to: (i) provide accurate and complete Account and login information; (ii) maintain the security of all Account login details and passwords, including those of Authorized Users (as defined below); (iii) accept responsibility for all activity within your Account, including that of Authorized Users; and (iv) promptly inform us of any unauthorized access or use of the Account or the Service. You are solely liable for any losses, damages, liability, and expenses resulting from unauthorized usage of the Account by you, any Authorized User, or any third party acting on your behalf.

2.2. Authorized Users: You may grant access to your Account to employees, consultants, and subcontractors (excluding Company competitors) whose roles require such access (“Authorized Users”). You are solely responsible for managing settings, privileges, and controls for your Account, including the invitation of other Authorized Users, subscription package changes, incurring charges on the Account, providing Customer Content (as defined below), and more.

3. Creating Content

3.1. Posting Content: Our Services enable you to provide various types of content, including data, text, images, reports, personal information, or any other content, as well as submit queries and prompts (“Customer Content”). Customer Content may be uploaded, submitted, transmitted, or otherwise made available through the Service by you or any Authorized User, and it is processed by us on your behalf.

3.2. Permission to Use Customer Content: You retain all rights, title, interest, and control in and to the Content in its submitted form. Under these Terms, you grant us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display Customer Content for the purpose of providing the Services and improving our services. This license also includes the right to create modifications and derivative works to reformat Customer Content for display within the Service or Output Content (as defined below).

3.3. Responsibility for Customer Content: You represent and warrant that: (i) you have all necessary rights, licenses, consents, permissions, power, and authority to grant the rights described herein for any Customer Content you submit, post, or display on or through the Service, including consents related to the collection of personally identifiable data from inpiduals; (ii) Customer Content complies with our Acceptable Use Policy; (iii) Customer Content and its use, your use of Customer Content, and our use of Customer Content as set forth in these Terms do not and will not (a) infringe or violate any intellectual property, proprietary, privacy, data protection, or publicity rights of any third party; (b) violate applicable laws, regulations, and conventions; (c) violate policies and terms governing Customer Content, whether your own or third parties’; and (d) we may exercise the rights granted herein to your Customer Content without incurring fees, payments, or royalties. Except for our explicitly stated security and data protection obligations in Section 5, we assume no responsibility or liability for Customer Content, and you are solely responsible for Customer Content and its consequences, including use, disclosure, storage, or transmission. It is clarified that the Company does not monitor or moderate Customer Content, and no claims can be made

3.4. Generated Content: The Services enable you to create output materials based on your Customer Content and other generally available content provided through third-party generative and conversational AI engines (e.g., OpenAI or Bard) (“AI Service Providers”) (“Generated Content” together with Customer Content, “Content”). Generated Content is provided to you in a manner consistent with the mission and terms of any AI Service Providers. For more information on the use of Third-Party Services, please refer to Section 6. You retain all rights, title, interest, and control in and to the Generated Content in its submitted form. You grant us a worldwide, non-exclusive, royalty-free, sublicensable right and license to host, reproduce, distribute, communicate, publish, publicly perform or display, modify, create derivative works, and use Content for the purpose of operating and improving our services.

4. Intellectual Property Rights in and to the Services and Platform

4.1. Access to the Services: Subject to the terms and conditions of these Terms (including full payment of applicable fees and strict adherence to the Acceptable Use Policy), we grant you a limited, non-transferable, non-assignable, non-exclusive, non-sublicensable license to access and utilize the Services during the relevant subscription term. This access is solely for internal business purposes and must comply with the specifications of your respective subscription package.

4.2. Restrictions on Use: Except as expressly allowed in these Terms, you may not, and shall not permit an Authorized User or any third party to: (i) distribute, sell, rent, lease, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer, or distribute any part of the Service to any third party, including affiliates, or use the Service in a service bureau arrangement; (ii) interfere with security-related features of the Service, disable features that prevent or restrict content use or copying, or attempt to circumvent such features; (iii) reverse engineer, decompile, disassemble, decrypt, or derive the source code of the Service or any of its components; (iv) create derivative works or copy, modify, translate, patch, improve, alter, change, or modify any part of the Service; (v) impose an unreasonable or disproportionately large load on our infrastructure or infrastructure supporting the Service; (vi) disrupt or attempt to disrupt the Service’s integrity or proper operation; (vii) alter, obscure, deface, or remove Company or third-party identification, attribution, copyright notices, trademarks, or other proprietary rights attached to or provided as part of the Service; (viii) use the Service for competitive purposes, including the development or enhancement of a competing service or product; or (ix) encourage or assist any third party, including other Authorized Users, in any of the above actions.

4.3. Company IP: All rights, title, and interest in and to the Services, including underlying data, software, design, user interface, information, texts, files, “look and feel,” features, any new version releases, enhancements, modifications, improvements, derivative works, and Feedback, along with all Intellectual Property Rights therein, are and shall remain the exclusive property of Oxlamb or their respective licensors (“Company IPR”). “Intellectual Property Rights” encompass (i) worldwide patents and patent applications, including reissues, pisions, continuations, continuations-in-part, extensions, renewals, and re-examinations; (ii) trade secrets, confidential information, and know-how, whether or not in tangible form; (iii) all copyrights, whether statutory or common law, whether registered or not; (iv) trademarks, trade names, corporate names, logos, and other source identifiers, whether registered or not; (v) moral rights where recognized; (vi) rights in source code, object code, mask works, databases, algorithms, formulae, and processes; and (vii) all other intellectual property and proprietary rights worldwide.

4.4. Feedback: You may provide Feedback regarding the Services, including suggestions, ideas, bug reports, and user experience feedback (“Feedback”). We may freely use, copy, disclose, license, distribute, and exploit any Feedback without obligation, royalty, or restriction based on intellectual property rights, and you hereby assign all right, title, and interest in and to all Feedback to Oxlamb upon its creation.

4.5. DMCA Policy: We respect copyright, and it is our policy to terminate account holders believed to repeatedly infringe copyright holders’ rights. Further information on our DMCA Policy can be found at DMCA Policy.

5. Privacy

5.1. Privacy Policy: The Company’s privacy practices are governed by our privacy policy, available at Privacy Policy (“Privacy Policy”). The Company collects personal data in accordance with the Privacy Policy for the purpose of providing the Services. Analytics information is not considered confidential or proprietary information.

5.2. Anonymous Information: Usage Data includes aggregate, analytical, or statistical data derived from Service use (“Anonymous Information”). Notwithstanding any contrary terms in these Terms, we may collect and use Anonymous Information to develop, enhance, support, and operate our products and services. This applies only to Anonymous Information that has been aggregated and anonymized to the extent that you, your Authorized Users, or end users cannot be identified. We own all Anonymous Information collected or obtained.

6. Trial Services

6.1. Trial Services: Periodically, we may offer certain or all of our Services in a free, no-obligation trial version (“Trial Service”). We retain the right to modify, cancel, or restrict this Trial Service at any time without incurring any liability towards you. We will make reasonable efforts to allow you to export your Customer Content and Generated Content upon the termination of your Account or access to the Trial Services. However, you are solely responsible for ensuring appropriate backup and data retention, and we will not be liable for any loss of information.

6.2. Terms Governing Trial Service: The Trial Service and Pre-Released Services are subject to these Terms. However, for the Trial Service: (i) it is provided on an “As-Is,” “With All Faults,” “As Available” basis, with no warranties, express or implied; (ii) the indemnity provisions in Section 13 do not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF Oxlamb, ITS AFFILIATES, OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER OR OTHERWISE IN CONNECTION WITH THESE TERMS (INCLUDING THE SERVICE AND THE THIRD PARTY SERVICES), EXCEED US$100. We do not guarantee the availability of any Trial Service.

7. Term and Termination

7.1. Term: These Terms commence on the Effective Date and continue for the duration of the Services associated with your Account, unless terminated as per these Terms.

7.2. Auto-Renewal: Your subscription includes an automatic renewal option by default. If you do not disable auto-renewal or cancel your subscription before its expiration, it will automatically renew for a term equivalent to the previous subscription period (unless otherwise agreed in writing). To avoid auto-renewal, you may cancel your subscription or disable the auto-renewal option before it expires. No refunds are provided for unused periods within a subscription term upon cancellation of auto-renewal.

7.3. Termination: Either party may terminate these Terms and the Services: (i) upon the other party’s material breach that remains uncured for thirty (30) days after receiving written notice; except for incurable breaches, where the notice period is waived; or (ii) upon providing written notice in the event of certain specified events, including bankruptcy, insolvency, or dissolution.

7.4. Effects of Termination: Upon termination of these Terms and the Services: (i) all licenses granted under these Terms expire, and you must cease using the Services; (ii) both parties must return any copies of Confidential Information to the disclosing party; (iii) you have thirty (30) days after termination to export your Customer Content and Generated Content, as made available to you, after which we may delete such content at our discretion and in accordance with our Privacy Policy; and (iv) any outstanding Fees become immediately due and payable on the termination date. Provisions that should survive termination include Sections 26, 7.3, 9.4, and 10-14.

7.5. Suspension: We reserve the right to change, limit, or suspend your access to your Account at any time, at our sole discretion. This may occur due to breaches of these Terms, changes in our business, perceived risks to the Services, or other lawful reasons. Suspension may also result from payment defaults or the likelihood of overdue payments.

8. Confidentiality

8.1. Confidential Information: Each party (“Recipient”) may have access to non-public and proprietary information of the other party (“Discloser”). This includes trade secrets and other confidential information related to products, software, technology, data, know-how, or business. Neither party is obligated to maintain information that can be demonstrated as: (i) publicly available through no fault of Recipient; (ii) rightfully in Recipient’s possession prior to disclosure; (iii) obtained rightfully from a third party without breach; or (iv) independently developed without breach. Confidential Information may be disclosed as required by law, provided that the Discloser is promptly notified. Both parties must take reasonable measures to protect the Discloser’s Confidential Information.

9. Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN AND AS PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT ANY OTHER WARRANTIES. Oxlamb EXPRESSLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INTERFERENCE, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. Oxlamb DOES NOT GUARANTEE THAT ACCESS TO AND USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ERRORS ARE REPRODUCIBLE OR REPAIRABLE. Oxlamb IS NOT LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS ARISING FROM INTERNET USE, ELECTRONIC COMMUNICATIONS, PUBLIC NETWORKS, HOSTING PROVIDERS, OR OTHER THIRD-PARTY INFRASTRUCTURE PROVIDERS. FURTHERMORE, Oxlamb IS NOT LIABLE FOR DATA LOSS OR CONTENT PROVIDED TO YOU THROUGH THE SERVICES.

10. Limitation of Liability

10.1. Limitation of Damages: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Oxlamb OR ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES. THIS INCLUDES DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE, MALFUNCTION, FIRE, ELECTRICAL FAILURE, OR SHORT CIRCUIT, LOSS OF PROFITS, OR DA

10.2. Maximum Liability: EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, INDEMNITY, YOUR PAYMENT OBLIGATIONS, AND BREACH OF THE ACCEPTABLE USE POLICY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Oxlamb AND/OR ITS LICENSORS ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE AMOUNT PAID TO Oxlamb HEREUNDER DURING THE 12 MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO DAMAGES.

11. Indemnification: You agree to defend, indemnify, and hold harmless Oxlamb, its officers, directors, employees, affiliates, and agents from any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including attorney’s fees) arising from the unauthorized use of the Services, your Customer Content, and any breaches of your warranties regarding Customer Content.

12. Miscellaneous

12.1. Modifications: We reserve the right to change these Terms at our discretion. Such changes become effective ten (10) days after we notify you or post the revised Terms on our website. Your continued use of the Service after this period constitutes acceptance of these changes.

12.2. Publicity: Oxlamb may use your name and logo as a user of the Services in its marketing materials, press releases, and presentations.

12.3. Governing Law/Venue: These Terms are governed by Israeli law, without regard to its conflicts of laws rules. Any disputes will be exclusively resolved in a court in Tel Aviv, Israel.

12.4. Class Action Waiver: Both parties agree that they may only bring claims against each other in their inpidual capacities and not as part of a class or representative action, where permitted by applicable law.

12.5. Assignment: Neither party may assign its rights or obligations under this Agreement without the other party’s prior consent. However, assignment is permitted to affiliates or in case of transfer due to a change of control, sale, merger, or acquisition.

12.6. Entire Agreement; Severability: These Terms, along with any exhibits, constitute the entire agreement between the parties. If any provision of these Terms is unenforceable, it will not affect the validity of the remaining provisions.

12.7. No Waiver: Failure to enforce a provision at any time does not waive the right to enforce it later.

12.8. Force Majeure: Oxlamb is not liable for any failure or delay in performance due to circumstances beyond its control.

12.9. Relationship of the Parties; No Third-Party Beneficiaries: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries.

12.10. Notice: Notices will be sent to the contact details provided in your Account. Electronic notifications satisfy legal requirements and are considered in writing. Notice is deemed received upon: (i) receipt; or (ii) 24 hours after delivery.