replAI terms of use

These Terms of Use (the "Terms") form a legal agreement between you (including, if applicable, any legal entity which you represent or act for) ("you" or "user") and Droxi A.I Ltd. ("us", "we", "Company") and sets forth the terms and conditions governing your access to, and use our services, applications, software, features, content, websites and/or linked pages, offered from time to time by the Company in connection therewith (the "Service(s)", as shall be further detailed below). Please read these Terms carefully before using the Services. By accessing or using the Services, by clicking "I accept" or by installing or downloading the Services, you agree to be bound by these Terms, as may be amended by us from time to time. If you do not agree to these Terms, please refrain from using the Services.

We may revise the Terms at any time without notice by updating the Services.

What We Do

For a given input text entered by the user, Droxi Replai provides analysis of the text entered as well as generates a draft of a possible reply to the input text entered.

As part of the Services, you acknowledge and agree that you will be required to provide us with certain information, including personally identifiable information, behavior information, and that the Company may apply certain proprietary methodologies for analysis, processing and transmission of such information. The collection, aggregation and analysis of such information will enable the Company to offer users further learning sessions and offers with respect to such information.

The Services also include information regarding the Company as well as content such as contact information, text, logos, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the Services, algorithms, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Services (collectively, “Our Content”). All rights in and to Our Content made available on the Services are reserved to the Company.

Grant of License

Subject to the terms herein, the Company hereby grants you a personal, non-exclusive, non-transferable, non-sublicenseable, revocable, limited license to access, install and use the Services, solely for your personal internal use. The Company reserves all rights not expressly granted under this license to the fullest extent under any applicable law.

Registration and User Account

You are required to create an account in order to use the Services (the "Account"). Registration can be done by completing the registration process in the landing page. You agree that all information provided by you is accurate, full, complete and up-to-date at all times. Any registration is solely for you and you may only use one single Account. You may not use the accounts of others, or allow others to use your Account, and you are solely responsible for preventing such unauthorized use of your Account.

In order to protect the security of your information available on your Account to the greatest extent possible, you must safeguard and not disclose your Account log-in details and you must supervise the use of such Account. Please notify us immediately if you become aware that your Account is being used without authorization. We strongly recommend having a complex password, to be kept secured at all times. You are also encouraged to change your password regularly. You must notify us immediately of any unauthorized use of your Account or any other breach of security.

You acknowledge that you will be held solely responsible for anything that occurs in your Account and any activity in your Account, including without limitation, for any User Content (as defined below) uploaded to your Account.

If you wish to change your user ID or password to log-in to your Account, or cancel and remove your Account, please send us an e-mail of your request to delete your account. Your Account will terminate within reasonable time following your request, and from that date of termination you will no longer be able to access your Account.

User Generated Content

Through our Services you may be able to input certain information in conjunction with the Services or submit, share and upload information, messages, comments, posts, text, data and other materials (collectively, the "User Content").

You represent and warrant that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions to use such User Content and that such User Content does not infringe any third party's intellectual property, privacy, publicity or other rights.

You are solely responsible for your User Content and the consequences of posting or publishing it. We will not bear any liability for any loss, damage, cost or expense that you or any third party may suffer or incur as a result of or in connection with uploading any User Content. You agree that you will not post or upload any User Content which is unlawful, defamatory, offensive, fraudulent or which gives rise to civil liability or is otherwise inappropriate or false.

We have no obligation to screen, edit or monitor any of your User Content, and we explicitly reserve the right to remove or edit any User Content at any time without notice, and for any reason, and you are solely responsible for creating backup copies of your User Content at your sole expense. We may, at our sole discretion, terminate Accounts or remove User Content if we determine or suspect that those Accounts or User Content violate these Terms.

Use Restrictions

There are certain conducts which are strictly prohibited when using the Services. You (a) may not make available or use the Services for the benefit of any third party; (b) may not sell, resell, license, sublicense, distribute, make available, commercialize, rent or lease any Services; (c) may not use any Services, or any Third Party Services, to store or transmit any illegal, immoral, unlawful and/or unauthorized materials or interfere with or violate a third party's rights to privacy and other rights, or harvest or collect personally identifiable information about third parties without their express consent; (d) may not use any Services, or any Third Party Services, to transmit or otherwise make available any malicious code, including any virus, worm, Trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program; (e) may not interfere with or disrupt the integrity, performance or operation of the Services, or any part thereof; (f) may not attempt to gain unauthorized access or bypass any measures imposed to prevent or restrict access to the Services or take any direct or indirect action that imposes or circumvents any usage limits; (g) may not copy, modify, distribute, create derivative works, translate, port, reverse engineer, decompile, or disassemble any portion of the Services, or any material that is subject to our proprietary rights or use any of the foregoing to create any software or service similar to the Services under these Terms; (h) may not use any User Content of any user or other third party appearing on or through the Services without our prior written consent; and (i) may not misrepresent or impersonate any person or provide inaccurate User Content. Any breach of the Terms by you, as shall be determined in our sole discretion, may result in the immediate suspension or termination of your Account and suspension of the Services.

Third Party Services

We or a third party may offer you third party services as part of the Services (the "Third Party Services"). Your use of the Third Party Services is subject to such terms and conditions and specifications offered by each Third Party Service provider. You acknowledge that we are not the author, owner or licensor of any Third Party Services, nor are we responsible for or endorse any Third Party Services. We shall provide the Third Party Services “as is” and make no representation or warranty with respect to them. Implied warranties of fitness for a particular purpose, satisfaction and merchantability shall not apply. The entire risk as to the quality and performance of the Third Party Services is borne by you. Your sole recourse in the event of any dissatisfaction with the Third Party Services is to stop using such Third Party Services.

Termination or Suspension

If you wish to terminate these Terms you may do so at any time for any reason or without reason by ceasing use and deleting your Account. Deleting your Account can only be done by sending an email directly to support@droxi.ai with a specific request which will require us to authenticate the request. Thereafter you shall not be able to use any of the Services until you renew your registration. Cancelling your Account may cause the loss of certain information you provided us and/or the capacity of your Account. We do not accept any liability for such loss. Termination of your Account shall not relieve you of your obligations to pay amounts accrued or owing, nor affect any legal rights or obligations which may have arisen under these Terms prior to or at the date of termination. We may terminate, limit or suspend your access to all or any part of your Account of the Service under these Terms at any time, with or without cause, or with or without notice, effective immediately, and such termination may result in the destruction of all information and data associated with your use of Services under these Terms.

Upon termination of your Account: (i) all rights granted to you hereunder will automatically terminate, and (ii) you must immediately cease all use of the Services under these Terms. All Sections which by their nature are meant to survive, shall survive termination of these Terms.

Disclaimer

THE SERVICES AND OUR CONTENT ARE PROVIDED ON AN “AS IS” BASIS. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES AND OUR CONTENT, INCLUDING ANY WARRANTIES OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE DISCLAIM ANY WARRANTY THAT THE SERVICES OR OUR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, BE FREE OF VIRUSES OR ERROR-FREE BASIS. WE MAKE DISCLAIM ANY WARRANTY REGARDING THE QUALITY OF THE SERVICES OR OUR CONTENT, OR TO THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY THEREOF. YOU HEREBY RELEASE US FROM ANY DAMAGES, CLAIMS OR OTHER CAUSE OF ACTION RELATED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SERVICES OR OUR CONTENT.

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE AND/OR ANY DATA LOSS THAT MAY RESULT FROM YOUR USE OF THE SERVICES. NO COMMUNICATION, INFORMATION OR ADVICE GIVEN BY US OR ANY REPRESENTATIVE OF OURS SHALL CREATE ANY WARRANTY OR CONDITION. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, WHETHER DIRECT, INDIRECT OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, AND INCLUDING FURTHER, DAMAGES WHICH MAY ARISE IN CONNECTION WITH THESE TERMS, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, USE OR ACCESS TO (AND LACK THEREOF) THE SERVICES. WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY TRANSACTION OR ENGAGEMENT BETWEEN YOU AND ANY THIRD PARTY OR FOR ANY INFORMATION PROVIDED BY YOU OR ANY THIRD PARTY. IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY UNDER THESE TERMS, OR ARISING OR RELATING THERETO, EXCEED AN AGGREGATE AMOUNT OF US$100.

Indemnity

You shall defend, indemnify, and hold harmless the Company, its affiliates and each of its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, losses, claims, and expenses, including without limitation to reasonable attorney’s fees, that arise from or relate to (i) your access, use or misuse of the Services, including without limitation with respect to any information you submit, post or transmit through the Services, (ii) your violation of these Terms or any applicable law, contract, policy, regulation or other obligation, or (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party with respect to your use of the Service and Our Content. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and fully cooperate with the Company in connection therewith.

Intellectual Property

Subject to the limited License right expressly granted hereunder, we and our licensors and third party providers, as may be applicable, reserve all rights, title and interest in and to the Services and Our Content, including all related intellectual property rights therein. No rights are granted to you hereunder other than as expressly set forth herein. Nothing in the Terms constitutes a waiver of the Company’s intellectual property rights under any law.

You hereby grant us a perpetual, non-exclusive, fully paid and royalty-free, worldwide, transferable, sub-licensable license to use, modify, delete from, add to, perform, display, reproduce, distribute and make derivative works of your User Content, subject to the terms set forth herein and applicable law. You hereby waive any rights, attribution rights and publicity rights (if any) with respect to our use of the User Content in accordance with these Terms.

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services ("Feedback"). You may submit Feedback by email to support@droxi.ai. You acknowledge and agree that all Feedback will be solely and exclusively our property and you hereby irrevocably assign to us all right, title, and interest that you may have in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein.

Trademarks and Trade Name

“Droxi AI” and any of the Company’s marks and logos and all proprietary identifiers used by us in connection with the Service are our trademarks, service marks and trade names of the Company, whether or not registered. No right, license, or interest to such marks is granted hereunder. Other names that are mentioned or provided as part of the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you hereunder.

Usage Rules

Since you are downloading or logging in the Services from a third party platform, service provider or distributor (“Provider”) your use of the Services may also be governed by usage rules which the Provider may have established and which relate to your use of the Service (“Usage Rules”). In addition to the Usage Rules specified below, it is your responsibility to determine what other Usages Rules are applicable to your use of the Service. You undertake to comply with all Usage Rules applicable to your use of the Services and these are incorporated herein by reference.

Changes to the Services

We reserve the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Services, without notice, at any time. We may also revise these Terms without notice at any time at our sole discretion. You agree that your continued use of the Services following such modifications constitutes your acceptance of such modifications. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

If the Company supplies to you any updates, upgrades and any new versions of the Services according to its then current policies, it may include automatic updating or upgrading of the Services with or without any additional notice to you and the Terms will govern any such updates unless these are accompanied by a separate license agreement which will prevail, and all references herein to the Services shall include such updates. For clarity, the Company has no obligation to provide updates.

General Terms

These Terms do not create any partnership, employment, agency or other relationship not herein specifically and explicitly agreed. There are no third-party beneficiaries of these. We may assign this Agreement in whole or in part at any time without notice. You may not assign your rights under these Terms, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be null and void. Should any part of these Terms be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Failure by us to enforce any provision of these Terms will not be considered a waiver of the right to enforce such provision. Our rights hereunder will survive any termination or expiration of these Terms. These Terms will be governed by the laws of the State of Israel. You agree that the courts located in Tel Aviv, Israel will have exclusive jurisdiction over any dispute between you and us. However, you agree that we may seek equitable relief in any jurisdiction when appropriate. Unless a specific agreement is signed by you and us, these Terms constitute the entire and only agreement between you and us, and supersede all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter hereof. In any case that a specific agreement is signed by you and we, its provisions shall supersede the provisions of these Terms.

If you have questions regarding our Terms, please contact us at: support@droxi.ai

Last update: April 16th, 2023