Terms of use

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1. GlanceAi Services

1.1 Provision of Services and Access

GlanceAi shall provide the Customer with the services as detailed in the Order Form and in accordance with this Agreement and the up-to-date technical documentation available on the Company’s website or provided to the Customer. The services are offered on a subscription basis for a fixed term. The Customer is hereby granted a non-exclusive, non-transferable, internal-use-only license to access and use the services for business purposes, subject to the agreed terms.

1.2 Use by Affiliates

An “Affiliate” means any entity controlled by, under common control with, or controlling the Customer (holding more than 50% of the ownership or voting rights). The Customer may allow Affiliates to use the services, provided it remains fully liable for their actions. Any Affiliate seeking independent legal rights vis-à-vis GlanceAi must enter into a separate Order Form with the Company.

1.3 Customer Responsibility

The Customer shall be solely responsible for all use of the services on its behalf, including by its authorized users. This includes: maintaining the confidentiality of access credentials; the accuracy, legality, and quality of data; preventing unauthorized access; and complying with all applicable laws.

1.4 Usage Restrictions

The services shall not be used for any unlawful or prohibited purpose, including but not limited to: granting access to third parties; reuse or redistribution of the services; developing a competing product; reverse engineering; bypassing security mechanisms; or any action that may infringe the rights of GlanceAi or third parties.

1.5 Technical Support

GlanceAi shall provide technical support on business days between 09:00 and 18:00 (Israel time), via an online support portal. The Company reserves the right to update these hours.

1.6 Trial Services

GlanceAi may, at its sole discretion, offer trial versions of the services for a limited evaluation period. Such services shall be provided “AS IS,” with no warranties of any kind, and for testing purposes only.

2. Intellectual Property and Licenses

2.1 Reservation of Rights

Unless expressly stated otherwise in this Agreement, all rights, title, and interest in and to the services, including all intellectual property rights of any kind, shall remain with GlanceAi, its corporate group, and its licensors. Nothing in this Agreement shall be construed as granting the Customer any rights or licenses other than those explicitly stated.

2.2 Customer Data

“Customer Data” means any information or electronic data provided by the Customer or on its behalf for the purpose of using the services, including data collected during usage. The Customer hereby grants GlanceAi a non-exclusive, worldwide, royalty-free license for the term of the Agreement to use such data for the provision, improvement, operation, and analysis of the services, subject to the terms of the Agreement and applicable laws. For the avoidance of doubt, GlanceAi does not acquire ownership rights in the Customer Data.

2.3 Feedback and Suggestions

Any suggestions, comments, ideas, corrections, or recommendations provided by the Customer regarding the services shall be deemed nonconfidential. The Customer grants GlanceAi an irrevocable, worldwide, royalty-free license to use, integrate, reproduce, and implement such feedback within the services or future products, for internal business purposes, without any obligation of compensation or acknowledgment.

3. Subscriptions, Payments and Terms

3.1 Subscriptions and Service Expansion

Unless stated otherwise in the Order Form, the services are purchased as a subscription for a defined term. Additional subscriptions may be added during the term at the same pricing, prorated for the remaining duration. Each additional subscription shall expire at the end of the main subscription term. The Customer confirms that its commitment to this Agreement is not contingent on the future development of any specific features or functionality

3.2 Term of Agreement

This Agreement shall take effect upon the Customer’s acceptance and remain in effect until the expiration of all associated subscription terms.

3.3 Subscription Renewal

Each subscription shall automatically renew for an additional one-year term unless cancellation is provided in writing at least 60 days before the end of the current term. In case of changes in the scope or duration of the services, GlanceAi reserves the right to update the pricing in accordance with the then-current price list at the time of renewal.

3.4 Payments

All payments shall be made in accordance with the amounts and timelines set in the Order Form. Payments are final, non-cancelable, and non-refundable. Prices exclude VAT or other applicable taxes unless valid tax exemption documentation is provided. Late payments shall incur interest at 1% per month or the maximum legal rate, whichever is lower. Claims regarding billing errors must be submitted within 60 days, otherwise they shall not be accepted.

3.5 Late Payments and Suspension

In case of payment delay exceeding 30 days, or 10 days for a declined credit card, GlanceAi may suspend or withhold the services and demand immediate payment of all outstanding amounts. A prior notice of at least 10 days will be issued before suspension.

4. Confidentiality

4.1 Confidentiality Obligation

Each party agrees to maintain the confidentiality of all confidential information disclosed to it by the other party in connection with this Agreement, and to use such information solely to fulfill its obligations hereunder. Without limiting the foregoing: Each party shall take reasonable and customary precautions (at least equivalent to those taken to protect its own confidential information) to safeguard the other party’s confidential information from unauthorized access or use. Disclosure is permitted only to employees, contractors, or advisors who need access to fulfill their duties and are bound by appropriate confidentiality obligations. If legally compelled to disclose confidential information, the receiving party shall notify the disclosing party in advance (where possible) and limit the disclosure to the minimum required.

4.2 Definition of “Confidential Information”

“Confidential Information” includes, without limitation: business, technical, commercial, legal, or financial information; details relating to software, services, processes, clients, strategies, pricing, source code or object code — whether disclosed orally, in writing, or by other means — and either marked as confidential or inherently confidential by nature.

4.3 Exceptions

Information shall not be considered confidential if it is proven that:

It was lawfully in the receiving party’s possession prior to disclosure;
It became public through no breach of this Agreement;
It was lawfully received from a third party without confidentiality obligations;
It was independently developed without reference to the disclosing party’s confidential information.

5. Representations, Warranties, and Limitation of Liability

5.1 General Representations

Each party represents that:

ֿIt has full legal and organizational authority to enter into this Agreement and fulfill its obligations hereunder;
Its entry into this Agreement does not violate any existing agreement;
This Agreement constitutes a binding and enforceable legal obligation.

5.2 GlanceAi Warranty

During the subscription term, GlanceAi warrants that:

The services will operate in material compliance with the current technical documentation;
No material degradation of service functionality or security will occur;
Security and confidentiality measures in line with industry practices will be maintained;
In case of a material breach of the above, the Customer’s remedy shall be limited to the provisions of Section 9.2 below.

5.3 Disclaimer

GlanceAi does not warrant that:

The services will be error-free, uninterrupted, or without delays;
The use of the services will yield specific results;
The services are suitable or permitted for use in all jurisdictions.

6. Indemnification

6.1 Indemnification by GlanceAi

GlanceAi shall indemnify and defend the Customer (including its shareholders, officers, and employees) from any third-party claim based on direct infringement of copyright, patent, or trademark arising from use of the services’ technology in accordance with this Agreement.

In such cases, GlanceAi may, at its discretion:

Provide an alternative product or service with equivalent functionality;
Ensure continued right of use;
Or, if not reasonably feasible, terminate the Agreement and refund the unused portion of the subscription fee.
This obligation shall not apply in cases of:
Unauthorized use or modification of the services;
Integration with third-party systems not approved by GlanceAi;
Claims arising from Customer Data;
Customer action without prior approval from GlanceAi.

6.2 Indemnification by Customer

The Customer agrees to indemnify GlanceAi for any third-party claim arising from its breach of this Agreement or from its use of the services in violation of intellectual property rights or applicable law. This includes reasonable legal costs and any awarded or settled damages.

6.3 Indemnification Conditions

Indemnification is subject to the following:

Prompt written notice of the claim;
The indemnifying party’s control of the defense and settlement;
Reasonable cooperation by the indemnified party, at the indemnifying party’s expense.

7. Limitation of Liability

7.1 Aggregate Limitation

Subject to Section 6 (Indemnification), each party’s total liability under this Agreement shall not exceed the total fees actually paid by the Customer to GlanceAi for the services during the 12 months preceding the claim. This limitation applies regardless of the cause of action, except for the Customer’s obligation to pay fees due under this Agreement.

7.2 No Indirect Damages

To the maximum extent permitted by law, neither party shall be liable for consequential, indirect, special, punitive, or incidental damages, including lost profits, data loss, or reputational harm — even if foreseeable. This section applies even if other remedies fail and forms an essential part of the Agreement.

8. Information Security and Customer Data

8.1 Data Protection

GlanceAi shall implement reasonable technical and organizational measures to protect Customer Data provided through the services, in accordance with applicable law and industry standards. The GlanceAi Data Processing Agreement (DPA) forms an integral part of this Agreement. The current Privacy Policy is available on the Company website.

8.2 Data Backup and Restoration

In case of data loss, corruption, or technical failure, GlanceAi will attempt to restore the data from available backups, to the extent feasible and in accordance with standard procedures. GlanceAi shall not be liable for damages or losses resulting from the Customer’s actions or those of third parties, including incorrect input, intentional deletion, or misuse of the services.

9. Termination

9.1 Termination for Cause

Either party may terminate this Agreement with written notice if the other party commits a material breach and fails to cure it within 30 days of receiving notice, or if the breach is incurable.

9.2 Payments upon Termination

If the Customer terminates the Agreement lawfully, it shall be entitled to a prorated refund for unused prepaid fees. If GlanceAi terminates the Agreement due to the Customer’s breach, the Customer shall pay all remaining fees due for the term as set out in the Order Form.

9.3 Survival of Terms

The following sections shall survive termination: “Fees and Payment,” “Confidentiality,” “Limitation of Liability,” “Indemnification,” “General Provisions,” and “Customer Data Protection,” for as long as GlanceAi holds Customer Data.

9.4 Consequences of Termination

Upon termination, the Customer’s right to use the services shall immediately cease. The Customer may request, within 30 days of termination, a copy of its data held by GlanceAi, including call recordings, where feasible. After this period, GlanceAi shall no longer be obligated to retain or store the data and may delete or destroy it unless otherwise required by law.

10. Services to Public Sector Entities

If services are provided to a public, governmental, or statutory entity, the standard terms of this Agreement shall apply unless otherwise agreed in writing with GlanceAi. Any public authority requiring additional or different rights must contact GlanceAi for negotiation under a separate written annex, which shall form an integral part of the Agreement. No special usage rights shall be granted to public entities without GlanceAi’s express prior written consent.

11. Beta Services

From time to time, GlanceAi may offer experimental versions of services, features, or functionalities, clearly marked as “Beta,” “Preview,” “Limited Service,” or similar.

These services:

Are offered at GlanceAi’s sole discretion, free of charge or for a nominal fee;
Are for evaluation only, not for operational or commercial use;
May be subject to additional terms communicated to the Customer in advance;
Are not considered part of the core services under this Agreement, except for confidentiality, usage restrictions, and intellectual property clauses;
GlanceAi may discontinue Beta services at any time without notice and shall not be liable for any resulting damages or losses.

12. Injunctive Relief and Protection of Rights

The Customer acknowledges that any breach of this Agreement — especially unauthorized use, copying, transfer, or disclosure of proprietary or technical information — may cause irreparable harm to GlanceAi that cannot be remedied by monetary compensation alone. Accordingly, GlanceAi shall be entitled, in addition to any other remedy, to seek injunctive relief from a competent court, without the requirement to post bond, to prevent or stop such violation.

13. General Provisions

13.1 Assignment

Neither party may assign its rights or obligations under this Agreement without prior written consent of the other party, except in the case of merger, acquisition, or full business transfer. In case of assignment to a direct competitor, the other party may terminate the Agreement with prior notice.

13.2 Severability

If any provision of this Agreement is held to be illegal or unenforceable by a competent court, the remainder shall remain in effect, and the invalid provision shall be interpreted to fulfill its original intent to the extent permitted.

13.3 Governing Law and Jurisdiction

This Agreement and all related matters shall be governed exclusively by the laws of the State of Israel. The exclusive jurisdiction shall be the competent courts in Tel Aviv–Jaffa.

13.4 Legal Fees

The prevailing party in any legal proceeding related to this Agreement shall be entitled to recover reasonable attorney’s fees and costs.

13.5 Marketing and Publicity

The Customer authorizes GlanceAi to use its name and logo for marketing and public relations purposes, including on the Company’s website, unless a written objection is submitted.

13.6 Notices

All notices under this Agreement shall be made in writing, to the addresses or emails specified in the Order Form. Notices to GlanceAi shall be sent to: [email protected].

13.7 Amendments and Waivers

Any amendment to this Agreement shall be valid only if in writing and signed by both parties. A waiver by one party shall not constitute a general or future waiver.

13.8 Entire Agreement

This Agreement (including its annexes, Order Forms, and DPA) constitutes the entire and exclusive understanding between the parties and supersedes all prior communications, representations, or agreements — whether oral or written.

13.9 Force Majeure

Neither party shall be deemed in breach due to delays or failures resulting from circumstances beyond its reasonable control (e.g., strike, lockdown, war, epidemic, infrastructure failure, or regulatory action).

13.10 Relationship Between the Parties

The parties are independent contractors. This Agreement does not create any partnership, agency, joint venture, or employment relationship, and neither party may bind the other.

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