Terms of Service
Last updated: April 28, 2026
These Terms of Service, together with any other terms, agreements and policies referenced herein (which constitute an integral part hereof) (these “Terms”) constitute a legally binding agreement between the Xpander entity set forth in Section 15.1 below (the “Company”) and the customer executing or otherwise accepting these Terms or the Order Form which refer to these Terms (respectively, the “Customer” and the “Order Form”). The Terms govern the manner in which the Customer and its authorized users (each, a “User”) may install, integrate, use and access the Service (as defined below) in a subscription-based model. These terms may be accepted, and the Order Form may be completed and entered-into, in various ways, including online form, an offline form delivered by Customer to the Company, including via mail, email or any other electronic or physical delivery mechanism. The use of the Service shall be deemed acceptance of these Terms.
1. The Service.
1.1. Description of the Service. The Company’s technology enables users to generate custom artificial intelligence (“AI”) ready interfaces for Customer’s systems and APIs and to use a build-in library of AI-ready interfaces for third-party services and applications on a Software-as-a-Service subscription-based model (collectively, with related Company tools, documentation and service, the “Service”).
1.2. Subscription Scope. Subject to the terms and conditions of these Terms, Customer may install, access and use the Service (and enable Users to access and use the Service) solely for Customer’s internal operations (the “Purpose”). The right to install, use and access the Service, is granted solely to the Customer (and its Users) and is limited, non-transferable, non-exclusive, non-assignable and non-sub-licensable and subject to any capacity restrictions set forth in the Order Form. Customer is responsible and liable for its and its Users’ compliance with these Terms, the Order Form and all applicable laws and regulations.
1.3. Modification of the Service. The Company may modify, change or update the Service (including any of its features, content and databases) at any time. In case of a material adverse change, the Company will notify Customer by posting an announcement on the Company’s website, through the Service or by email.
2. Trial Services ; Pre-Released Services.
2.1. Trial Services. The Company may offer, from time to time, some or all of its services on free trial versions (“Trial Service”). The Company reserves the right to modify, cancel and/or limit the Trial Service at any time and without liability, at its sole discretion and without the need for written notice.
2.2. Pre-Released Services. The Company may offer, from time to time, certain services in alpha or beta versions (the “Pre-Released Services”) and will identify the Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be incomplete, may contain bugs, suffer disruptions and not operate as intended and designated, more than usual.
2.3. Governing Terms of Trial Services and Pre-Released Services. Notwithstanding anything in these Terms, (i) Trial Services and Pre-Released Services are licensed hereunder on as “As-Is” “As Available” basis, with no warranties, express or implied, of any kind; (ii) the indemnity undertakings by the Company set forth in Section 14.1 shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, EXCEED US $50. The Company makes no promises that any Trial Service and/or Pre-Released Services will be made available to the Customer and/or generally available.
3. Registration to the Service. Each User shall register and create an account to access the management features of the Service (each, an “Account”). Customer is responsible that each User shall provide Company with accurate, complete, and updated registration information. Customer is solely responsible for the content and any activity that occurs in each of its Users’ Accounts. Customer shall: (i) not allow anyone other than Users to access and use the Accounts; (ii) keep, and ensure that Users keep all Account credentials and access measures secure at all times; (iii) ensure that the login details for each User may only be used by that User, and that multiple individuals may not share the same login details; and (iv) promptly notify the Company in writing if Customer becomes aware of any unauthorized access or use of an Account.
4. Customer’s Infrastructure. The Service provides a runtime environment that can be installed on Company’s or on Customer’s hosting solution. Customer is solely responsible for Customer’s computers and other devices, and any related equipment, hardware, software, backup systems, security systems and measures or ancillary services necessary to access and use the Service (collectively, the “Customer’s Infrastructure”) and maintenance and operation thereof. Customer’s Infrastructure shall, at minimum, meet the specifications set forth in the Order Form or otherwise provided by the Company.
5. Customer Data & Output.
5.1. “Customer Data” means certain code, information and other data uploaded, submitted or transferred to the Service by Customer or its Users. Customer Data includes specific configuration and prompts provided by Customer when using the Service.
5.2. Customer represents and warrants that: (i) Customer owns or has all the necessary licenses, rights, consents, approvals, permissions, power and authority, necessary to grant the Company the aforementioned right and license and to authorize the Company and its Sub-processors to access, use, process, copy, download, store, distribute and display the Customer Data in accordance with these Terms; (ii) any Customer Data and any use thereof in accordance with these Terms does not and shall not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Data, specifically, this includes providing all necessary privacy notices and/or obtaining all necessary consents for such processing as required under data privacy laws; (iii) no sensitive data that is protected under a special legislation and requires unique treatment (such as protected health information or credit, debit or other payment card data) will be transferred to or otherwise processed by the Service; and (iv) Customer Data will not contain any viruses, trojan horses or other harmful computer code.
5.3. As between the Customer and the Company, and to the extent permitted by applicable law, all rights in the Customer Data shall remain with Customer. Customer hereby grants the Company and its Sub-processors (as defined below) an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, process, copy, download, store, distribute and display the Customer Data, for the purpose of maintaining, developing and providing the Service and as required to resolve technical and security problems or otherwise as permitted by these Terms or in writing by Customer.
5.4. As between the Customer and the Company, and to the extent permitted by applicable law, Customer owns the responses generated by the Services in response to Customer Data (“Outputs”). Company disclaims any rights it receives to the Outputs under these Terms. Subject to Customer’s compliance with these Terms, Company hereby assigns to Customer its right, title and interest (if any) in and to Outputs.
6. Intellectual Property and Right to Use.
6.1. Company Intellectual Property. All right, title and interest (including all intellectual property rights) in the Service belong to the Company and its licensors . These Terms do not convey to the Customer or its Users any interest in or to the Service, except for a limited right of use as set forth herein, terminable in accordance with these Terms.
6.2. Prohibited Use. Customer and its Users may not, and may not permit or aid others to: (i) use the Service for any purpose other than the Purpose; (ii) copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Service; (iii) give, publish, sell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted under these Terms to any third party, or use the Service in any service bureau arrangement; (iv) reverse engineer, de-compile, decrypt, revise or disassemble the Service or any part thereof, or extract source code from the object code of the Service; (v) access or use the Service in order to build a competing product or service or for benchmarking purposes; (vi) bypass any measures the Company may use to prevent or restrict access to the Service, and/or take any action intended to circumvent or disable the operation of any security feature or measure of the Service; (vii) access the Service or Company’s systems via any means other than through the interface provided by the Company, or via automated means, including by crawling, scraping, caching or otherwise; (viii) use the Service in any manner that is illegal or not authorized by these Terms; (ix) take any action that imposes or may impose (as determined by the Company in its reasonable discretion) an unreasonable or disproportionately large load on Company’s (or Company’s service providers’) infrastructure; (x) interfere or attempt to interfere with the integrity or proper working of the Service; (xi) remove, deface, obscure, or alter Company’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service; or (xii) provide any third party access to the Service; or (xiii) use the Service in connection with any high-risk, hazardous environments requiring fail-safe performance, including, without limitation in the operation of aircraft systems, air traffic control, nuclear facilities, weapon systems, or any other application in which the failure of the Service could lead to severe physical or environmental damage.
6.3. Feedback. Customer may provide the Company suggestions, comments or any other feedback regarding the Service (the “Feedback”). Company may use any Feedback at its sole discretion and without any obligation towards Customer.
7. Privacy and Security.
7.1. Privacy. Customer acknowledges and agrees that the use of the Service by the Customer and the Users is governed by the Company’s Privacy Policy available at: https://www.xpander.ai/privacy-policy (“Privacy Policy”). The Privacy Policy shall constitute an integral part of these Terms.
7.2. Personal Data. Customer acknowledges and agrees that to use the Service, no Personal Data, as such term is defined in the General Data Protection Regulation ((EU) 2016/679) and any other applicable data protection regulation (“Personal Data”) should be transferred to the Service or processed by the Service. Customer is responsible that no Personal Data or other data that is protected under a special legislation and requires unique treatment (such as protected health information or credit, debit or other payment card data) will be transferred to the Service. Customer shall promptly notify Company in the event that any Personal Data is inadvertently transferred to or otherwise processed by the Service.
7.3. Anonymous Information. Notwithstanding anything to the contrary in these Terms, Company may collect, monitor and freely use Anonymous Information (as defined below), inter alia to provide, develop, maintain, improve, demonstrate and market the Service. “Anonymous Information” means data, information and telemetry about the use of the Service which does not enable identification of an individual, such as aggregated data, metadata and analytic information.
7.4. Security. Company agrees, during the Subscription Term, to implement commercially reasonable administrative, technical, and organizational security measures to protect Customer Data.
8. Third-Party Software and Services.
8.1. Sub-processors. Customer acknowledges that the Service is hosted and made available by certain sub-processors of the Company (the “Sub-processors”). The Company may remove, add or replace its Sub-processors from time to time, at its sole discretion.
8.2. AI Features. The Service incorporates AI and large language model services or features (the “AI Features”) provided in reliance on artificial intelligence technology provided by third party service providers (the “AI Service Providers”). Customer Data will be transmitted to and processed by such AI Features, that the AI Features may generate Output, and that, given the probabilistic nature of AI technology, the Output may be inaccurate or inappropriate in response to the input provided. Customer agrees that Company shall have no responsibility or liability arising from the provision of inaccurate or inappropriate Output, or any decisions made in reliance on any Output, and that such decisions are made at Customer’s or its Users’ own risk. Customer is solely responsible for evaluating the accuracy, completeness, and suitability of the Output for Customer’s use cases, and subjecting the Output to appropriate quality control procedures, including human review and verification. Although use of AI Features, including the transmission of certain Customer Data to AI Service Providers, is an integral and necessary part of the Services. Company shall have no responsibility or liability arising from any use, storage, breach, or deletion of such Customer Data by any AI Service Provider.
8.3. Third-Party Services. In addition to the AI Features, the Service enables integration between third-party and Customer applications and services, and contains links and build-in AI-ready interfaces to certain third-party services, and may enable Customer and its Users to access, engage and procure certain services and products provided by third parties (all such applications and services, “Third-Party Services”). Company does not endorse any such Third-Party Services or shall be in any way responsible or liable with respect to any such Third-Party Services. Customer is solely responsible for granting the required access rights and authorizations for the Service to integrate with Third-Party Services (as defined below), and for maintaining such access authorizations. BY ACCESSING, CONNECTING, INTEGRATING AND/OR USING THE THIRD-PARTY SERVICES, CUSTOMER ACKNOWLEDGES THAT ITS ACCESS AND USE OF THIRD-PARTY SERVICES ARE AT ITS SOLE DISCRETION AND RISK, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD-PARTY SERVICES ARE IN COMPLIANCE WITH CUSTOMER’S REQUIREMENTS AND ANY APPLICABLE LAW OR REGULATION. IN ADDITION, THE CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT THE TERMS OF USE OF SUCH THIRD-PARTY SERVICES ALLOW INTEGRATION WITH THE SERVICE AS CONTEMPLATED HEREIN. COMPANY BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD-PARTY SERVICES’ SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMISSIONS BY THIRD PARTIES.
9. Subscription; Payments.
9.1. Subscription Term and Fees. The Service is provided on a subscription basis for the term specified in Customer’s Order Form (the “Subscription” and the “Subscription Term”). During the Subscription Term, Customer shall pay the Company the applicable fees set forth in the Order Form(s) (the “Fees”). Unless expressly indicated otherwise, Fees are stated in US dollars. Customer hereby authorizes the Company, either directly or through the Company’s payment processing services, to charge the Fees via Customer’s selected payment method, upon the due date. Unless expressly set forth herein, the Fees are non-cancelable and non-refundable. The Company reserves the right to change the Fees at any time, upon notice to Customer, provided that any increase shall only become effective upon the end of the then-applicable Subscription Term.
9.2. Subscription Auto-Renewal. Customer’s Subscription shall automatically renew by default, unless canceled by either the Company or the Customer at least 30 days prior to its expiration, for a renewal period equal in time to the original Subscription Term (excluding any renewal period) at the then applicable Fees.
9.3. Taxes. The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties (the “Taxes”), except for income tax imposed on the Company. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to the Company, Customer shall promptly notify the Company in writing and the Company shall make reasonable efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax shall be “grossed up” and added on top of the Fees payable by Customer.
9.4. Payment Terms. The Fees set forth in each Order Form are final. Customer shall pay each invoice according to the payment terms set forth in the Order Form. Unless otherwise set forth in the Order Form, the Fees shall be paid annually, in advance, upon receipt of an invoice. All Fees are non-cancelable and non-refundable, unless required otherwise by mandatory law or as explicitly stated under these Terms. Delinquent payments may bear compounded interest, as of the payment due date and until paid in full, at a rate equal to the lower of: (i) 1.5% per month, or (ii) the highest rate permitted by law. The aforesaid shall not derogate from any other right or remedy to which the Company may be entitled. Customer will be responsible for all reasonable expenses (including reasonable attorneys’ fees) incurred by the Company in collecting any payment. The Service shall be made available to Customer for the applicable Subscription Term only following receipt by the Company of the amounts due by Customer. Payment in installments shall not imply that the Customer may terminate the Subscription during the Subscription Term prior to the payment of any installment.
9.5. Credit Card. Credit card details may be needed to complete an order, and the Service will be available to Customer following successful completion of billing. Customer will be notified accordingly. Customer authorizes the Company to continue to charge its credit card or any replacement card upon the beginning of each billing period for the agreed amount of such period, but failure to charge Customer’s card does not derogate from Customer’s payment obligation.
10. Termination.
10.1. Termination for Cause. A breach of obligations by either party hereto which is not cured within 10 days from receiving notice thereof, shall entitle the non-breaching party to immediately terminate these Terms by written notice. Notwithstanding, if a party files for petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes or becomes subject to any action in furtherance of any of the foregoing, the other party will be entitled to terminate these Terms immediately by written notice.
10.2. Suspension by Company. Company may suspend Customer’s (and its Users’) use of and access to the Service (or any part thereof) immediately, without prior notice or liability, in each of the following events: (i) the Company believes, in its reasonable discretion, that Customer or any third party is using the Service in a manner that may impose a security risk, may cause harm to the Company or any third party, and/or may create any liability to the Company or any third party; or (ii) if the Company believes, in its reasonable discretion, that Customer is using the Service in breach of these Terms. The aforementioned rights are in addition to any rights and remedies that may be available to the Company in accordance with these Terms and/or under any applicable law.
10.3. Termination by Customer. Customer may terminate its Subscription to the Service by cancelling its Subscription, whereby termination will take effect at the end of the then-current Subscription Term and shall not derogate from Customer’s obligation to pay the applicable Fees for the Subscription Term.
10.4. Effect of Termination. Upon termination or expiration of these Terms, Customer’s Subscription and all rights granted to Customer and its Users hereunder shall terminate, and Customer and its Users shall cease to have access to the Service and shall remove any Service components from Customer’s systems. Customer is solely responsible to export all available Customer Data prior to such termination or expiration, and following termination or expiration, the Company may delete the Customer Data without retaining any copy thereof. In addition, upon termination or expiration of these Terms, Customer shall return or destroy Company’s Confidential Information.
10.5. Survival. All the provisions of these Terms which by their nature should survive termination (including, without limitation, confidentiality, ownership and intellectual property, warranty disclaimers, limitations of liability and indemnification) shall remain in full force and effect following termination thereof, for any reason whatsoever. Termination of these Terms shall not relieve either party from any obligation arising or accruing prior to such termination or limit any liability which either party otherwise may have to the other party.
11. Confidentiality.
11.1. Confidential Information. “Confidential Information” means any and all non-public business or technical information disclosed by or on behalf of either party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with these Terms that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include any information: (a) is publicly available at the time of disclosure or subsequently becomes publicly available through no act or omission of the Receiving Party in breach of these Terms; (b) is disclosed to the Receiving Party free from confidentiality obligations by a third party who is not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; or (c) was or is independently developed by the Receiving Party without use of or reliance upon the Confidential Information.
11.2. Confidentiality Obligations. Receiving Party may only use Confidential Information of Disclosing Party to exercise its rights and perform its obligations under these Terms. Receiving Party may only share Disclosing Party’s Confidential Information to Recipient’s employees, agents, and advisors that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms (“Representatives”). Receiving Party will protect Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Receiving Party protects its own Confidential Information, and with no less than reasonable care. Receiving Party is responsible for all acts and omissions of its Representatives. Receiving Party may disclose Disclosing Party’s Confidential Information to the extent it is required by law, or court or administrative order, and will, except where expressly prohibited, notify Disclosing Party’s of the required disclosure promptly and fully cooperate with Disclosing Party’s efforts to prevent or narrow the scope of disclosure.
12. Warranty and Disclaimer. EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICE IS SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, REGARDING THE SERVICE AND CUSTOMER’S USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS OR EXPECTATIONS, OR THAT ANY PROCESS, ACTION OR INFORMATION OBTAINED BY CUSTOMER AS A RESULT OF THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, EFFECTIVE, PROPER, LAWFUL OR OTHERWISE IN ACCORDANCE WITH THE CUSTOMER’S EXPECTATIONS. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ACCESS TO AND USE OF THE SERVICE, AS WELL AS ANY RELATED SERVICES PROVIDED BY THE COMPANY, ARE AT CUSTOMER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND RESULTS IS SOLELY WITH CUSTOMER.
13. Limitation of Liability.
13.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AFFILIATES, AGENTS, MEMBERS OR EMPLOYEES BE LIABLE UNDER ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY: (I) SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES; (II) LOSS OF OR DAMAGE TO CUSTOMER’S SYSTEMS, DEVICES, DATA, INFORMATION, GOODWILL, PROFITS, SAVINGS, OR PURE ECONOMIC LOSS; (III) THE FAILURE OF INDUSTRY STANDARD SECURITY MEASURES AND PROTECTIONS; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; REGARDLESS OF (A) WHETHER COMPANY, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE; OR (B) THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).
13.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE AND CUMULATIVE LIABILITY FOR ALL DIRECT CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), IS LIMITED TO THE FEES PAID TO THE COMPANY FOR USE OF THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CAUSE OF THE CLAIM.
14.2. By Customer. Customer hereby agrees to defend Company and its affiliates, directors, officers, employees, agents, and successors and indemnify them against any damages, losses, liabilities, assessments, fines, penalties, costs (including reasonable attorneys’ fees) awarded against Company by a court of competent jurisdiction, or paid in any Customer-approved settlement of a third-party claim, suit or proceeding arising out of: (i) the use of the Customer Data in accordance with these Terms; or (ii) the use of the Service by Customer, its Users or any third party using an Account in breach of the Terms.
14.3. General. The indemnified party will give the indemnifying party prompt written notice of the claim and complete control over the defense and/or settlement of the claim. In addition, the indemnified party will provide reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim.
15. Miscellaneous.
15.2. Export Control. The Service may be subject to Israeli, U.S. or foreign export controls, laws and regulations (the “Export Controls”), and Customer agrees and confirms that: (i) Customer is not located or uses, exports, re-exports or imports the Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; and (ii) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use of the Service.
15.3. Customer’s Reference. Customer acknowledges and agrees that the Company has the right to use Customer’s name and logo to identify Customer as a customer of Company or user of the Service, on Company’s website, marketing materials or otherwise by public announcements. Customer may revoke such right, at any time, by contacting Company at: legal@xpander.ai. The publication of any additional content related to the Customer’s use of the Service (other than mere reference to the Customer as set forth above) shall require the Customer’s prior approval.
15.4. Force Majeure. Neither Company nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemic, terrorism, and governmental action.
15.5. Governing Law; Jurisdiction. (i) If “Company” is Xpander, Inc., these Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to conflict of laws’ provisions that would result in the application of the laws of any other jurisdiction and the parties hereto submit the exclusive jurisdiction to the competent courts in the State of Delaware; and (ii) If “Company” is Xpander AI Ltd. these Terms shall be governed by and interpreted in accordance with the laws of the State of Israel, without regard to conflict of laws’ provisions that would result in the application of the laws of any other jurisdiction and the parties hereto submit the exclusive jurisdiction to the competent courts in Tel Aviv, Israel. If applicable, to the fullest extent permitted by law, the parties waive the right to a jury trial with respect to any action arising under or relating to these Terms.
15.6. Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAWS, CUSTOMER AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Customer and the Company agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
15.7. 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 between the parties. There are no third-party beneficiaries to these Terms.
15.8. General. The headings used in these Terms are for convenience only and shall in no case be considered in construing these Terms.
15.9. Entire Agreement. These Terms (and the other terms, agreements and policies referenced herein) constitute the entire agreement between Customer and the Company with respect to Customer’s use of the Service, and supersede all prior or contemporaneous understandings regarding such subject matter.
15.10. Assignment. Company may assign at any time any of its rights and/or obligations hereunder to any third party without Customer’s consent. Customer may not assign any of its rights or delegate any obligations hereunder, in whole or in part without the prior written consent of Company, and any attempt by Customer to do so shall be deemed null and void.
15.11. Notice. All notices or reports permitted or required under these Terms shall be made by personal delivery, by express courier service (such as FedEx or UPS) that requires proof of delivery, certified or by registered mail, return receipt requested, or by electronic mail, and shall be deemed effective (a) if mailed, 5 business days after mailing; (b) if made by personal delivery or sent by messenger or express courier service, upon delivery; and (c) if sent via electronic mail, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt.
15.12. Severability. If a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it valid, enforceable and legal.
15.13. No Waiver. The failure of the Company to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed by Company in writing.
15.14. Amendments. The Company reserves the right to change these Terms at any time by posting a new version at: https://docs.xpander.ai/terms-of-use. In the event of a material change, Company shall notify the Customer by posting a notice in the Service or in the Company’s website, or by sending the Customer an email. Any such modifications shall become effective immediately upon posting; provided that with respect to existing Order Form, the change shall only become effective upon the end of the then-applicable Subscription Term.
For any questions or queries about these Terms or the Service in general, please do not hesitate to contact us at the following e-mail address: contact@xpander.ai