Last updated: March 4, 2025
By either signing this document or by using Vendict’s AI Platform, you hereby agree to be bound by these terms of service between you (the “Customer”) and Vendict Ltd. / Vendict Inc. (the “Company”).
1.1. To use the Service, the Customer must create an account and must not allow anyone, other than authorized employees and designated independent contractors to access the Service via Customer’s account interface (each, an “End User”), to access and use such account. In addition, the Customer must provide truthful, accurate, and current information required for Company for the provision of the Service. The Customer must maintain and update the data provided upon registration so that it remains at all times accurate, current and complete.
1.2. Customer acknowledges and agrees (a) not to exceed the aggregate number of authorized End Users designated in the applicable Purchase Order (as defined below), unless Customer first notifies Company in writing and pay Company the required additional subscription fees; (b) that the login details for each End User may only be used by that End User, and that multiple people may not share the same login details; (c) to keep, and ensure that End Users keep, all account login details and passwords secure at all times; (d) that Customer remains solely responsible and liable for the activity that occurs in connection with Customer’s account, and the activities of the End Users on or relating to the Service, whether or not Customer knows of such activity; and (e) to promptly notify Company in writing if Customer becomes aware of any unauthorized access or use of Customer’s account or the Service.
1.3. Company may suspend or terminate Customer or any End User’s access to the Service upon notice to Customer if Company reasonably determines that the Customer or any End User has violated these Terms of Service. Customer will ensure that all End users comply with these Terms of Service. Customer will be solely liable for any violation of the Terms of Service by any End User. The Customer is fully and solely responsible for any and all activities that occur through the account.
2.1 License Grant. Subject to and conditioned upon Customer ongoing compliance with this Agreement and during the Term (as defined in the Purchase Order), Company grants the Customer a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Service, solely for the Customer’s own internal business use, provided however, that Company will be eligible to sub-license to any of its Permitted User (as defined below) in accordance with this Agreement.
2.2 Documentation. Company may make available certain Documentation (which shall be considered part of the Company’s Confidential Information (as defined below)) to Customer to be used by Customer for its internal business purposes and solely in connection with Customer’s use of the Service during the Term. “Documentation” means Company’s standard user documentation, whether in hard copy, or in any electronic form or other media, describing the use, features, and operation of the Service.
2.3 Restrictions. The Customer will not, nor will Customer allow any third party to: (a) copy, modify, adapt, translate or otherwise create derivative works of the Service; (b) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service; (c) rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Service; (d) remove any proprietary notices or labels from the Service, or use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; (e) develop any other product or service containing any of the concepts and ideas contained in the Service or use the Service for the purpose of building a similar or competitive product; (f) test the Service or use the Service in connection with any benchmark tests, evaluation, or any other tests of which the results are designated or likely to be published in any form or media, or otherwise made available to the public, without Company’s prior written approval; (g) directly or indirectly take any action to contest Company’s intellectual property rights or infringe them in any way; and/or (h) remove or otherwise modify any of the Company's trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Service (collectively, “Company's Marks”) nor copy any local software installations, the Documentation or any written materials accompanying the Service.
2.4 Maintenance and Support. The Company will provide Customer support and maintenance services with respect to the Service, in accordance with the current Company’s Service Level Agreement (Appendix A) or as otherwise determined in a purchase order executed by the Parties.
3.1 Customer Data
3.1.1 The operation of the Service requires the Company to monitor, analyze and process the Permitted Users’ usage, aggregated and analytics information relating to the Service on an anonymous and non-identifiable basis (collectively, “Analytics Information”), and other user-related data that is provided by or made available by the Customer or by its Permitted Users to the Company (collectively, the “Customer Data”).
3.2 Processing of Customer Data
3.2.1 Customer shall upload to the Service, transmit, or make accessible to Company the Customer Data and the Customer agrees that the Company will collect, monitor, store, analyze, process, and use the Customer Data, on the Customer's behalf, in order to provide the Service (including verification of Permitted Users). For the avoidance of doubt, the Company shall not be responsible for any failure or delay that is attributable to Customer's late delivery of the Customer Data. Except as set forth herein, nothing in this Agreement shall be construed as transferring any right, title, or interests in the Customer Data to the Company or any third party.
3.3 Anonymous Non-identifiable Analytics
3.3.1 The Company may collect, disclose, publish, and use in any manner the Analytics Information in order to provide and improve the Service, for R&D purposes and for any other business purpose. The Company is and shall remain the sole owner of the Analytics Information.
3.4 To the extent required, the Parties shall enter into a Data Processing Agreement (DPA), in the form attached separately by Vendict.
4.1 Mutual Representations
4.1.1 Each Party has the full power, legal capacity, and authority to enter into, deliver and fully perform its respective obligations set forth in this Agreement; and the execution or performance of this Agreement will not result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation, or law to which such Party is bound.
4.2 Customer's Representations
The Customer represents and warrants that, it will not use the Service for any illegal or unauthorized purpose, and the Customer will comply with all applicable laws and regulations (including, but not limited to, all applicable copyright and privacy laws) in the Customer’s use of and access to the Service.
5.1 The Service and all of the Intellectual Property Rights in the Service (including Company's Marks) are, and shall remain, Company exclusive property, including but not limited to, any and all derivative works, improvements, modifications, enhancements, updated, upgrades thereof or thereto or custom features to the Service to be developed by Company for the Customer’s benefit, whether requested or instructed by the Customer or not, even if the Customer has paid for such modifications.
“Intellectual Property Rights” means (a) 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; (b) 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; (c) all copyrights, whether arising under statutory or common law, whether registered or not; (d) 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; (e) moral rights in those jurisdictions where such rights are recognized; (f) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (g) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
5.2 Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service (collectively “Feedback”) that the Customer may provide to Company, will be solely owned by Company. The Customer hereby irrevocably assigns and transfers any intellectual property rights in such Feedback to Company, free of charge.
6.1 Each Party agrees that it will not disclose to any third party or use any Confidential Information disclosed to it by the other Party, except to carry out its rights and obligations under this Agreement, and that it will take all reasonable measures to maintain the confidentiality of all other Party's Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
“Confidential Information” shall mean any proprietary information of either Party, including but not limited to, all computer software (in binary or source code form), programs, designs, concepts, scientific, algorithmic, and structural information included in, or related to, the Service, information of a business and commercial nature (such as financial and marketing information disclosed in any form or medium whatsoever). Confidential Information includes all information designated by either Party as confidential or proprietary within a reasonable time of its disclosure or which a reasonable person would expect to be treated as confidential. “Confidential Information” will not include information that (a) is in or enters the public domain without breach of this Section; (b) is lawfully obtained by the receiving Party from a third party without breach of a nondisclosure obligation; (c) is already in the possession of the receiving Party as shown by its dated written records; or (d) is required by law to be disclosed, provided that, the receiving Party gives prompt written notice of such requirement prior to disclosure, and reasonably assists the disclosing Party in avoiding or limiting such disclosure, all subject to applicable law.
6.2 The receiving Party acknowledges that the disclosure of Confidential Information could cause substantial harm to the disclosing Party that could not be remedied by the payment of damages alone. Accordingly, a disclosing party will be entitled to preliminary and permanent injunctive relief and other equitable relief in any relevant jurisdiction for any breach of this Section or misuse of Confidential Information by the receiving Party.
7.1 Term and Termination
7.1.1 This Agreement will enter into effect on the Effective Date and shall remain in effect during the license term specified in the Purchase Order, unless earlier terminated in accordance with this Agreement.
7.1.2 Either Party may terminate this Agreement (a) upon providing a written notice to the other Party with immediate effect if the other Party materially breaches this Agreement and such breach remains uncured fourteen (14) days after having received written notice thereof; except that the curing period for non-payment shall be ten (10) days following said notice; or (b) upon written notice to the other Party in the event that one or more of the following events occur(s): (i) appointment of a trustee or receiver for all or any part of the assets of the other Party; (ii) insolvency or bankruptcy of the other Party; (iii) a general assignment by the other Party for the benefit of creditor(s); or (iv) dissolution or liquidation of the other Party.
7.2 Consequences of Termination of the Agreement
Upon any termination of the Agreement, the following shall apply:
7.2.1 All rights granted to the Customer under the applicable license shall immediately be terminated.
7.2.2 The Customer will not be entitled to any refund of Fees previously paid, and such termination of the license to use the Service will not release the Customer from its obligation to pay all Fees until the date of termination or expiration hereof, and such Fees will be immediately due and payable in full.
7.2.3 Each Party will immediately return to the other Party or destroy all copies of the other Party’s Confidential Information in its possession or control, except for copies stored in backups, which shall continue to stay confidential.
7.2.4 The Company may suspend or delete the respective Account(s).
7.2.5 The expiration or termination of this Agreement shall not relieve the Customer of any obligation intended to survive under this Agreement, including but not limited to, Sections 5, 6, 7.2, 9 and 10.
8.1 OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, THE CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
8.2 THE COMPANY DOES NOT WARRANT: (A) THAT THE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS; OR (B) THAT THE CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, FALSE-POSITIVES FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER SOFTWARE LIMITATIONS.
9.1 EITHER PARTY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS OR OTHER INTANGIBLE LOSSES), UNDER ANY THEORY OF LAW INCLUDING UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS AND/OR THE SERVICE (EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE).
9.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT FOR ANY IP CLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY' TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY COMPANY FROM THE CUSTOMER FOR THE SERVICE PROVIDED TO THE CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CIRCUMSTANCES FIRST GIVING RISE TO THE CLAIM OF LIABILITY.
9.3 THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THESE TERMS OF SERVICE BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THE LIMIT.
9.4 The Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action it might have raised out of or related to use of the Service or otherwise under these Terms of Service must be filed within two (2) years after such claim or cause of action arose or the Customer hereby agrees to be forever barred from bringing such claims.
9.5 These Terms of Service shall not confer any rights or remedies upon any person or entity on behalf of the Customer other than the Customer.
10.1 The Customer agrees that the Company may identify the Customer as a user of the Service and use Customer’s trademark and/or logo (a) in sales presentations, promotional/marketing materials, and press releases; and (b) in order to develop a brief customer profile for use by the Company on its website and other promotional channels for promotional purposes.
10.2 No waiver by either Party of any default shall be deemed a waiver of any prior or subsequent default of the same or other provisions of this Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
10.3 If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from this Agreement.
10.4 Neither Party may freely assign its rights and responsibilities hereunder without the prior written consent of the other Party, provided, however, that each Party may assign its rights and obligations under this Agreement (including assignment of this Agreement) to an affiliate, a successor in connection with a merger, consolidation, or acquisition of all or substantially all of the assigning party's assets.
10.5 This Agreement and the applicable Purchase Order constitute the entire understanding between the Customer and the Company, and revoke and supersede all prior agreements between the parties and are intended as a final expression of the parties' agreement.
10.6 Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
10.7 All disputes arising out of this Agreement will be subject to the governing law of the state of Israel and the exclusive jurisdiction of the competent courts located in the city of Tel Aviv - Jaffa. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
10.8 Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by email, provided that the recipient confirmed the receipt of such notice, or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the respective Purchase Order or last given by each Party to the other. Such notice, demand or other communication shall be deemed given (a) if sent by an email - upon receipt of confirmation as set forth above; (b) at the expiration of seven (7) days from the date of mailing by registered mail; or (c) immediately if delivered by hand.
10.9 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.
1. Agreement Overview
This Agreement represents a Service Level Agreement (hereafter: “SLA” or “Agreement”) between Vendict Ltd. (hereafter: “Service Provider” or “Company”) and the “Customer”, for the provisioning of services (hereafter: the “Service” or “Services”) required to support and sustain Vendict’s AI-first solution for security, compliance, and privacy.
This Agreement outlines the parameters of all services covered as they are mutually understood by the primary stakeholders on behalf of both Vendict and the client (hereafter: “primary stakeholders”). This Agreement does not supersede current processes and procedures unless explicitly stated herein.
2. Goals and Objectives
The goal of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent service support and delivery to the Customer by the Service Provider.
The objectives of this Agreement are to:
● Provide clear reference to service ownership, accountability, roles and/or responsibilities.
● Present a clear, concise, and measurable description of service provision to the customer.
● Match perceptions of expected service provision with actual service support & delivery.
3. Periodic Review
This Agreement is valid from the Effective Date outlined herein and is valid until further notice. This Agreement should be reviewed at a minimum once per fiscal year; however, in lieu of a review during any period specified, the current Agreement will remain in effect.
Vendict is responsible for facilitating regular reviews of this document. Contents of this document may be amended as required, provided mutual agreement is obtained from the primary stakeholders and communicated to all affected parties. Vendict will incorporate all subsequent revisions and obtain mutual agreements / approvals as required.
4. Service Agreement
The following detailed service parameters are the responsibility of the Service Provider in the ongoing support of this Agreement.
Service Scope
The following Services are covered by this Agreement:
● Manned telephone support.
● Monitored email support.
● Remote assistance using Remote Desktop and a Virtual Private Network where available.
● Monthly system health check.
Customer Requirements
Customer responsibilities and/or requirements in support of this Agreement include:
● Payment for all support costs at the agreed interval.
● Reasonable availability of customer representative(s) when resolving a service-related incident or request.
Service Provider Requirements
Service Provider responsibilities and/or requirements in support of this Agreement include:
● Meeting response times associated with service-related ongoing support.
● Meeting response times associated with service-related incidents.
● Appropriate notification to Customer for all scheduled maintenance which might impact the operation of Vendict’s Platform.
Service Assumptions
● Changes to services which impact the operation of Vendict’s Platform, including updates or adding significant features, will be documented, and communicated to all stakeholders.
5. Service Management
Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.
Service Availability
Coverage parameters specific to the service covered in this Agreement are as follows:
For customers in Europe / Asia:
● Email support: Monitored 9:00 A.M. to 9:00 P.M. Sunday – Friday (GMT + 2), via the address support@vendict.com
● Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day.
● Telephone support: 9:00 A.M. to 5:00 P.M. Sunday – Thursday (GMT + 2).
Udi Cohen: +972-50-7240102
Michael Keslassy: +972-54-6989818
Merav Vered: +972-52-3353196
For customers in the USA:
● Email support: Monitored 8:00 A.M. to 8:00 P.M. Monday – Friday (EST), via the address sean.o@vendict.com
● Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day.
● Telephone support: 9:00 A.M. to 5:00 P.M. Monday – Friday (EST).
Sean O’Leary: (617) 991-6928
Support Timeframes
In support of services outlined in this Agreement, the Service Provider will respond to service-related incidents and/or requests submitted by the Customer within the following timeframes, correlating to priority levels, as defined by Vendict based, among other parameters, on the Customer’s prioritization / complaint:
| Severity Level of Issue | Description | Initial Response Time* | Resolution Time * |
|---|---|---|---|
| Critical | The whole or a critical part of the service is unusable, causing immediate impact on all users. | 1 hour | 8 hours |
| High | A significant, but not immediately critical part of the service is unusable; quality of service is temporarily lower; reduced usability of the service for more than 50% of users. | 4 hours | 3 days |
| Low | Non-urgent issues which do not compromise the functionality of the service but cause uncomfortable usage for more than 50% of users. | 2 days | 30 days |
* During working hours
High or critical security or operational incidents related to the customer would be reported by Vendict within 24 hours from detection.
Other security or operational incidents will be notified no later than 72 hours from detection.
6. Downtime Compensation
6.1 Vendict will utilize external and reliable automated capabilities to continuously measure Customer’s Service Uptime.
6.2 Planned Downtime for maintenance by Vendict, would not be considered within this section.
6.3 Monthly Uptime: If the Monthly Uptime Percentage for the Customer drops below the defined values, the Customer is eligible to receive a Service Credit in accordance with the following schedule:
6.3.1 If the Monthly Uptime Percentage is less than 99.7% but equal or greater than 99% the Customer will receive a credit of 5 days of Services, added to the end of the Customer's billing cycle, at no charge to the Customer.
6.3.2 If the Monthly Uptime Percentage is less than 99% but equal or greater than 95% the Customer will receive a credit of 15 days of Services added to the end of the Customer's billing cycle, at no charge to the Customer.
6.3.3 If the Monthly Uptime Percentage is less than 95% but equal or greater than 90% the Customer will receive a credit of 30 days of Services added to the end of the Customer's billing cycle, at no charge to the Customer.
6.4 Request for Service Credits: Exclusive Remedy. In order to receive any Service Credits, the Customer must request from Vendict the Service Credits within twenty days from the date in which the Customer becomes eligible to receive a Service Credit. If failing to do so within this time range the Customer will have no right to receive Service Credits for that calendar month. Vendict will apply Service Credits only against future payment due from Customer to Vendict. Service Credits will be applicable and issued only if the credit amount for the applicable billing cycle is more than ten US dollars. Service Credits may not be transferred or applied to any other account. This is the Customer's exclusive and only remedy for Vendict’s failure to meet the Uptime SLA.
6.5 Maximum Service Credit: The maximum number of Service Credits the Customer can claim for all Downtime that occurs in a calendar month shall not exceed 90 days of Service added to the end of Customer's billing cycle.
