Terms of Service
ActiveLens Ltd. · Effective since: July 2025 · Last updated: September 2026
These Terms of Service (the "Terms") form a binding legal agreement between ActiveLens Ltd., a company incorporated in Israel ("ActiveLens", "Company", "we", "us" or "our"), and the individual or legal entity that registers for, accesses or uses the Services ("Customer", "you" or "your"). If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity and its Affiliates, and "you" refers to that entity.
BY CLICKING "I AGREE" (OR A SIMILAR BUTTON), CREATING AN ACCOUNT, DOWNLOADING OR INSTALLING ANY APPLICATION, OR ACCESSING OR USING THE SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
PLEASE READ SECTION 20 (DISPUTE RESOLUTION) CAREFULLY. IF YOU ARE LOCATED IN THE UNITED STATES, IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND INCLUDES A WAIVER OF CLASS ACTIONS AND JURY TRIALS.
PLEASE ALSO READ SECTION 5 (RECORDING, CONSENT AND LAWFUL USE) CAREFULLY. THE SERVICES CAN RECORD AND TRANSCRIBE CONVERSATIONS. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING ALL NOTICES AND CONSENTS REQUIRED BY LAW BEFORE ANY CONVERSATION IS RECORDED, TRANSCRIBED OR ANALYZED.
1. Definitions
1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. ActiveLens Inc. and ActiveLens Ltd. are Affiliates of each other.
1.2 "Account" means an account registered for the purpose of using the Services.
1.3 "AI Output" means any transcript, summary, insight, analysis, score, suggested task, action item, draft message, answer or other content generated by the Services, including by artificial intelligence or machine learning models.
1.4 "Authorized User" means an individual whom you permit to access the Services under your Account, such as your employees and contractors.
1.5 "Conversation" means any telephone call, VoIP or softphone call, online meeting, video conference, in-person meeting, voice note or other audio or video communication that is captured, uploaded, recorded, transcribed or analyzed through the Services.
1.6 "Customer Content" means all data, audio, video, recordings, files, documents, text, knowledge-base materials and other information that you or your Authorized Users submit to, upload to, capture with, or make available to the Services (including through a Third-Party Service), together with the AI Output generated from it.
1.7 "Documentation" means the user guides, help-center articles and other materials we make available describing the Services.
1.8 "Fees" means the fees payable for Paid Services.
1.9 "Free Services" means any Services made available free of charge, including free plans, free tools, trials and Beta Features.
1.10 "Order" means any online checkout, plan selection, order form or other ordering document for Paid Services, including an order placed through an authorized Reseller.
1.11 "Paid Services" means Services for which Fees are charged.
1.12 "Participant" means any person, other than you, whose voice, image, name or information is captured in a Conversation, including your customers, prospects, colleagues and other third parties.
1.13 "Reseller" means a third party authorized by ActiveLens to resell, bundle or refer the Services, such as a telecommunications or VoIP provider.
1.14 "Services" means the ActiveLens platform, including its desktop, web and mobile applications (including smartwatch applications), browser tools, free tools, APIs, integrations, AI features and related software, Documentation and support, as updated from time to time.
1.15 "Third-Party Service" means any product, service, platform, application or data source that is not provided by ActiveLens, including telephony and VoIP systems, video-conferencing platforms, calendars, CRM systems, project-management tools and app stores.
1.16 "Usage Data" means technical, diagnostic and usage information relating to the operation and use of the Services (such as log files, device information, feature usage and performance metrics), excluding the substance of Customer Content.
2. The Services
2.1 Access. Subject to your compliance with these Terms and payment of any applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Services, and to allow your Authorized Users to do so, solely for your internal business purposes.
2.2 Changes to the Services. We may modify, add or remove features or functionality, or change the Services, at any time. If we remove a material feature of Paid Services, you may, as your sole remedy, terminate the affected Paid Services and receive a pro-rata refund of prepaid Fees for the remainder of the then-current term.
2.3 Service providers and Affiliates. We may use third-party service providers, including hosting, speech-to-text and AI model providers, to provide the Services. We remain responsible for their performance of our obligations under these Terms.
2.4 Free Services and Beta Features. Free Services and any features identified as beta, preview, pilot, early access or similar ("Beta Features") are provided "AS IS" and "AS AVAILABLE", without any warranty, support, service level or indemnity, may be limited, changed or discontinued at any time without notice, and may be subject to usage limits. OUR TOTAL LIABILITY FOR FREE SERVICES AND BETA FEATURES WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100).
2.5 Support. We will provide reasonable support in accordance with our then-current support practices. No service level commitment applies unless expressly agreed in a signed Order.
3. Accounts and Authorized Users
3.1 Eligibility. The Services are intended for business and professional use. You must be at least 18 years old and able to form a binding contract to use the Services. The Services are not directed to children, and you will not use them to record or process information of children under 13 (or the applicable age of digital consent) without all legally required parental consents.
3.2 Account information. You must provide accurate and complete registration information and keep it up to date.
3.3 Security. You are responsible for maintaining the confidentiality of your credentials, for all activities under your Account, and for your Authorized Users' compliance with these Terms. You must notify us promptly at legal@activelens.ai of any unauthorized access to your Account. We are not liable for any loss arising from unauthorized use of your credentials.
3.4 Administrators. If your Account is managed by an administrator (for example, through your organization or a Reseller single sign-on), the administrator may access, control, export or delete Customer Content and Authorized User accounts, and you consent to such access.
4. Acceptable Use
4.1 You will not, and will not permit anyone to: (a) use the Services in violation of any applicable law, including wiretapping, eavesdropping, call-recording, privacy, data-protection, consumer-protection, telemarketing, anti-spam, employment and anti-discrimination laws; (b) record, monitor or analyze any person without all required notices and consents; (c) use the Services for surveillance of individuals in a manner not permitted by law, or to make decisions producing legal or similarly significant effects on individuals (such as hiring, firing, credit, insurance or housing decisions) based solely on AI Output; (d) upload or process unlawful, infringing, defamatory, harassing or harmful content, or content you have no right to process; (e) upload or process special categories of data, protected health information, payment card data or government identification numbers, except as expressly permitted in a signed agreement with us; (f) copy, modify, translate or create derivative works of the Services; (g) reverse engineer, decompile, disassemble or otherwise attempt to derive source code, models, prompts, algorithms or underlying structure of the Services, except to the extent such restriction is prohibited by law; (h) access the Services to build a competing product or service, or to benchmark the Services for publication without our written consent; (i) resell, sublicense, rent, lease or otherwise make the Services available to third parties, except through an authorized Reseller arrangement; (j) interfere with, disrupt, overload or circumvent security or usage limits of the Services; (k) use any robot, scraper or automated means to access the Services except through our published APIs; (l) introduce malware or other harmful code; or (m) use the Services to develop or train any artificial intelligence or machine learning model.
4.2 We may investigate any suspected violation of this Section 4 and may remove content, suspend or terminate access, and cooperate with law-enforcement authorities.
5. Recording, Consent and Lawful Use
5.1 Your sole responsibility. The Services allow you to capture, record, transcribe and analyze Conversations, including on computers, mobile devices and wearable devices, with or without a visible meeting participant or bot. You acknowledge that the laws of many jurisdictions (including U.S. federal and state wiretapping and eavesdropping laws, some of which require the consent of all parties, as well as Israeli, European and other laws) regulate the recording, monitoring and processing of communications and biometric or voice information. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHICH LAWS APPLY TO EACH CONVERSATION AND FOR COMPLYING WITH THEM.
5.2 Notices and consents. Before any Conversation is recorded, transcribed or analyzed through the Services, you will, and will ensure your Authorized Users will: (a) provide all notices to, and obtain all consents from, every Participant as required by applicable law, including all-party consent where required; (b) provide all notices and obtain all consents required from your employees and Authorized Users, including under employment and workplace-monitoring laws; (c) maintain a lawful basis for all processing of Participant information; and (d) honor any Participant's objection or withdrawal of consent where required by law. You will keep records sufficient to demonstrate such notices and consents and provide them to us upon request.
5.3 No obligation of ActiveLens. We do not know the identity, location or legal requirements applicable to any Participant, and we do not provide notices to or obtain consents from Participants on your behalf. Any recording indicator, consent prompt, announcement or other feature we may offer is provided as a convenience only, does not guarantee legal compliance and does not shift responsibility to us. We have no obligation to monitor your use of the Services.
5.4 Representation. You represent and warrant that you have, and will maintain, all rights, notices, consents and authorizations necessary for us to capture, record, process, store and analyze Customer Content, including Participants' voices and information, as contemplated by these Terms and the Privacy Policy.
5.5 No legal advice. Nothing in the Services, Documentation or our communications constitutes legal advice. You should consult your own counsel regarding recording and privacy obligations.
6. Customer Content
6.1 Ownership. As between you and ActiveLens, you retain all right, title and interest in and to Customer Content.
6.2 License to us. You grant ActiveLens, its Affiliates and service providers a worldwide, non-exclusive, royalty-free license to host, copy, store, transmit, transcribe, translate, process, analyze, display and otherwise use Customer Content as necessary to (a) provide, maintain, secure and support the Services; (b) prevent fraud, abuse and security incidents; (c) comply with law; and (d) improve and develop the Services, subject to Section 6.3.
6.3 AI models. We do not use Customer Content to train generalized AI models that are made available to third parties. We do not permit our third-party AI model providers to use Customer Content to train their own models. We may use Customer Content in de-identified and aggregated form, which does not identify you, your Authorized Users or any Participant, to evaluate, improve and develop the Services.
6.4 Responsibility for Customer Content. You are solely responsible for Customer Content, including its accuracy, legality, and the means by which you acquired it, and for ensuring that its submission to and processing by the Services does not violate any law or third-party right.
6.5 Usage Data and aggregated data. We may collect and use Usage Data, and create and use aggregated and de-identified data derived from use of the Services, for any lawful business purpose, including to operate, analyze, secure and improve the Services, provided such data does not identify you, your Authorized Users or any Participant.
6.6 Feedback. If you provide suggestions, ideas or other feedback about the Services, we may use it without restriction or obligation to you, and you assign to us all rights in such feedback.
6.7 Retention. We retain Customer Content in accordance with your Account settings, the Documentation and the Privacy Policy. You are responsible for maintaining your own backup copies of Customer Content. We are not a data-archiving or record-keeping service and have no obligation to retain Customer Content for any legal, regulatory or litigation-hold purpose.
7. AI Output
7.1 Nature of AI Output. AI Output is generated automatically and may be inaccurate, incomplete, misattributed to the wrong speaker, biased, offensive or out of date, including errors in transcription, translation, speaker identification, summaries, suggested tasks, field values for Third-Party Services, and answers from knowledge-base features. AI Output may not be unique, and other users may receive similar output.
7.2 Your review. You are solely responsible for reviewing, verifying and approving AI Output before relying on it, sharing it, or sending, pushing or syncing it to any person or Third-Party Service (including CRM, ticketing and project-management systems). Actions taken with a single click or automatically on your instruction are your actions.
7.3 No professional advice. AI Output is not legal, financial, medical, employment, compliance or other professional advice and must not be the sole basis for any decision that affects the rights or interests of any individual.
7.4 Use of AI Output. Subject to your compliance with these Terms, you may use AI Output for your internal business purposes. WE MAKE NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY OR FITNESS OF ANY AI OUTPUT.
8. Third-Party Services and Integrations
8.1 The Services may interoperate with Third-Party Services, including telephony and VoIP providers, video-conferencing platforms, calendars, CRM, ticketing and project-management tools. Your use of any Third-Party Service is governed solely by your agreement with its provider.
8.2 By connecting a Third-Party Service, you authorize us to access, retrieve and exchange data with it on your behalf (including importing historical call records or recordings you select), and you represent that you have the right to grant such authorization.
8.3 We do not control and are not responsible for any Third-Party Service, including its availability, security, data practices, changes to its APIs, or any data it transmits to or receives from the Services. We may suspend or discontinue any integration at any time, including if the third party changes or restricts access.
8.4 Resellers. If you purchase the Services through a Reseller, (a) your payment and billing obligations may be owed to the Reseller under your agreement with it; (b) the Reseller is not our agent and may not make commitments on our behalf; (c) these Terms govern your use of the Services; and (d) we may share Account, usage and billing information with the Reseller as needed to administer your subscription. If the Reseller fails to pay us, we may suspend the Services.
9. Fees, Billing and Taxes
9.1 Fees. You will pay all Fees described in the applicable Order or plan page. Invoices are issued, and payments collected, by our parent company ActiveLens Inc. solely as our billing agent. ActiveLens Inc. is not a party to these Terms and does not provide the Services. Except as expressly stated in these Terms, all Fees are non-cancellable and non-refundable, including for partially used periods and unused seats or features.
9.2 Automatic renewal. PAID SUBSCRIPTIONS AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS EQUAL TO THE INITIAL TERM (MONTHLY OR ANNUAL) AT OUR THEN-CURRENT PRICES UNLESS YOU CANCEL BEFORE THE END OF THE CURRENT TERM THROUGH YOUR ACCOUNT SETTINGS OR BY CONTACTING US. Cancellation takes effect at the end of the current term.
9.3 Payment authorization. You authorize us and our payment processor to charge your payment method for all Fees on a recurring basis. If a payment fails, we may retry the charge, suspend the Paid Services, and downgrade your Account to Free Services.
9.4 Price changes. We may change our prices by giving at least 30 days' prior notice. Price changes take effect at your next renewal.
9.5 Late payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and you will reimburse our reasonable collection costs, including attorneys' fees.
9.6 Taxes. Fees exclude all sales, use, value-added, withholding and similar taxes. You are responsible for all such taxes, other than taxes on our net income. If any withholding is required by law, you will gross up the payment so that we receive the full amount of Fees.
9.7 Disputes. You must notify us of any billing dispute within 30 days of the charge; otherwise the charge is deemed accepted.
10. Privacy, Security and Data Protection
10.1 Privacy Policy. Our Privacy Policy at www.activelens.ai/privacy describes how we handle personal information and is incorporated into these Terms.
10.2 Data Processing Addendum. To the extent we process personal data on your behalf that is subject to data-protection laws (such as the GDPR, UK GDPR, CCPA/CPRA or the Israeli Protection of Privacy Law), our Data Processing Addendum ("DPA"), available on request, applies and is incorporated into these Terms. You are the controller (or business) and we are the processor (or service provider) of personal data in Customer Content.
10.3 Security. We implement reasonable administrative, technical and physical safeguards designed to protect Customer Content, as described in the Documentation and the DPA. However, no method of transmission or storage is completely secure, and we do not guarantee that unauthorized access will never occur. Any reference to third-party audits or certifications (such as SOC 2) describes our practices at the time of the audit and is not a warranty.
10.4 Sub-processors. You authorize our use of sub-processors in accordance with the DPA.
10.5 International transfers. Customer Content may be processed in the United States, Israel, the European Union and other countries where we or our service providers operate, subject to the safeguards described in the DPA.
10.6 Regulated data. You will not use the Services to process protected health information (as defined under HIPAA) unless we have signed a Business Associate Agreement with you. You will not use the Services to process payment card data or other data subject to sector-specific regulation (such as PCI-DSS, FERPA or GLBA) unless expressly agreed in writing.
11. Confidentiality
11.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including our non-public product, pricing, security and technical information. Confidential Information does not include information that is or becomes public without breach, was known to the recipient without restriction, is independently developed, or is lawfully received from a third party without restriction.
11.2 The recipient will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to its and its Affiliates' employees, contractors and advisors who need to know it and are bound by confidentiality obligations. Disclosure required by law is permitted if the recipient, where legally permitted, gives prompt notice and reasonable cooperation.
12. Intellectual Property
12.1 The Services, including all software, models, prompts, workflows, designs, Documentation, trademarks and all improvements and derivative works, and all intellectual property rights therein, are and will remain the exclusive property of ActiveLens, its Affiliates and licensors. No rights are granted except as expressly stated in these Terms.
12.2 You may not remove any proprietary notices from the Services or use our names, logos or trademarks without our prior written consent.
12.3 Unless you opt out by written notice to us, we may identify you by name and logo as a customer in our marketing materials.
13. Suspension
13.1 We may immediately suspend all or part of your or any Authorized User's access to the Services if (a) we reasonably believe you have breached Sections 4 or 5 or any law; (b) your use poses a security, legal or operational risk to us, the Services or others; (c) Fees are overdue; (d) required by law or a governmental or regulatory request; or (e) a Reseller through which you purchased fails to pay. We will use reasonable efforts to notify you and restore access once the issue is resolved. We are not liable for any damages resulting from a suspension under this Section.
14. Term and Termination
14.1 Term. These Terms apply from the date you first accept them or use the Services until all subscriptions have ended and you stop using the Services.
14.2 Termination by you. You may terminate at any time by cancelling your subscriptions and closing your Account. Termination does not entitle you to a refund except as expressly stated in these Terms.
14.3 Termination by us. We may terminate these Terms or any subscription (a) for convenience on 30 days' notice, in which case we will refund prepaid Fees for the unused portion of the term; (b) immediately if you materially breach these Terms and (where curable) fail to cure within 10 days of notice; (c) immediately for breach of Sections 4 or 5; or (d) immediately if you become insolvent or subject to bankruptcy proceedings. We may terminate Free Services at any time for any reason.
14.4 Effect of termination. Upon termination, all rights granted to you end and you must stop using the Services. For 30 days after termination of Paid Services (other than termination for your breach), you may export Customer Content using the export features of the Services. After that period, we may delete Customer Content without liability, subject to our backup-retention cycles and legal obligations. Unpaid Fees become immediately due.
14.5 Survival. Sections that by their nature should survive termination will survive, including Sections 5, 6.4 to 6.6, 7, 9 (as to unpaid Fees), 11, 12, 15 to 21.
15. Warranties and Disclaimers
15.1 Mutual. Each party represents that it has the legal power and authority to enter into these Terms.
15.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 15.1, THE SERVICES, AI OUTPUT, FREE SERVICES, BETA FEATURES, DOCUMENTATION AND ALL THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACTIVELENS, ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE OF HARMFUL COMPONENTS, THAT ANY CONVERSATION WILL BE SUCCESSFULLY CAPTURED OR RETAINED, THAT AI OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR COMPLY WITH LAWS APPLICABLE TO YOU.
15.3 Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
16. Indemnification
16.1 By you. You will defend, indemnify and hold harmless ActiveLens, its Affiliates and their respective officers, directors, employees, agents, licensors and service providers from and against any and all claims, demands, suits, proceedings, investigations, fines, penalties, damages, losses, liabilities, settlements, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any Conversation or Customer Content, including any claim by a Participant, employee, Authorized User or regulator that a Conversation was recorded, monitored, transcribed, analyzed or disclosed without required notice or consent; (b) your or your Authorized Users' use of the Services or AI Output, including any action taken or decision made in reliance on AI Output; (c) your breach of these Terms or violation of any law or third-party right; or (d) your Third-Party Services or your relationship with any Reseller.
16.2 By us. We will defend you against any third-party claim alleging that the Paid Services, as provided by us and used in accordance with these Terms, infringe a United States or Israeli patent, copyright or trademark, and pay damages finally awarded or agreed in settlement. We have no obligation for claims arising from Customer Content, AI Output, Free Services, Beta Features, Third-Party Services, combinations with items not provided by us, modifications not made by us, or use in breach of these Terms. If the Services are or may become subject to such a claim, we may modify the Services, obtain a license, or terminate the affected Services and refund prepaid unused Fees. THIS SECTION 16.2 STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS.
16.3 Procedure. The indemnified party will give prompt written notice of the claim, allow the indemnifying party sole control of the defense and settlement (provided that no settlement imposing obligations or admitting fault on the indemnified party may be made without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.
17. Limitation of Liability
17.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ACTIVELENS, ITS AFFILIATES, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY OR ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA OR RECORDINGS, FAILURE TO CAPTURE ANY CONVERSATION, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ACTIVELENS, ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED US DOLLARS (US$100).
17.3 The limitations in this Section 17 apply to all claims in the aggregate, whether in contract, tort (including negligence), strict liability or otherwise, and even if any limited remedy fails of its essential purpose. They do not limit your payment obligations or your obligations under Sections 4, 5 and 16.1. Some jurisdictions do not allow certain limitations, in which case our liability will be limited to the fullest extent permitted by law.
17.4 Time limit. Any claim against us must be brought within one (1) year after the cause of action arises, or it is permanently barred, to the extent permitted by law.
18. Mobile Applications and App Stores
18.1 Our mobile and smartwatch applications may be obtained from third-party app stores (such as the Apple App Store and Google Play), whose terms also apply. The app store provider is not a party to these Terms and has no obligation to provide maintenance or support, and, to the maximum extent permitted by law, no warranty obligation with respect to the applications.
18.2 Apple. If you download an application from the Apple App Store: these Terms are between you and ActiveLens only, not Apple; Apple is not responsible for the application or its content, or for addressing any claims relating to it (including product-liability, legal-compliance or intellectual-property claims); in the event of any failure of the application to conform to any applicable warranty, you may notify Apple for a refund of the purchase price (if any); and Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. You represent that you are not located in a country subject to a U.S. Government embargo and are not on any U.S. Government list of prohibited or restricted parties.
19. Export and Sanctions
19.1 You will comply with all applicable export-control and economic-sanctions laws. You represent that you and your Authorized Users are not located in, organized under the laws of, or ordinarily resident in any embargoed country or region, and are not identified on any sanctions or restricted-party list. You will not permit access to the Services in violation of such laws.
20. Governing Law and Dispute Resolution
20.1 Governing law. These Terms are governed by the laws of the State of Delaware, USA, and applicable U.S. federal law, without regard to conflict-of-law principles, if your billing address is in the United States; otherwise, these Terms are governed by the laws of the State of Israel. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.2 Informal resolution. Before starting any proceeding, a party must send written notice describing the dispute, and the parties will attempt in good faith to resolve it for 30 days.
20.3 Arbitration (United States). If your billing address is in the United States, any dispute arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware (or conducted remotely), in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect its intellectual property or Confidential Information.
20.4 CLASS ACTION AND JURY WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR AWARD CLASS-WIDE RELIEF. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. If this waiver is found unenforceable as to any claim, that claim will be severed and heard in court, and the remainder will proceed in arbitration.
20.5 Other customers. If your billing address is outside the United States, the competent courts of Tel Aviv-Jaffa, Israel will have exclusive jurisdiction, except that we may seek injunctive relief in any court of competent jurisdiction. Each party consents to the personal jurisdiction of these courts.
20.6 Opt-out. You may opt out of arbitration by emailing legal@activelens.ai within 30 days after first accepting these Terms, stating your name, Account email and your decision to opt out.
21. General
21.1 Changes to these Terms. We may update these Terms from time to time. We will notify you of material changes by email to the Account owner or through the Services at least 15 days before they take effect, except that changes required by law or relating to new features may take effect immediately. Your continued use of the Services after changes take effect constitutes acceptance. If you do not agree, you must stop using the Services and may cancel your subscription.
21.2 Entire agreement; order of precedence. These Terms, together with the Privacy Policy, the DPA and any Order, form the entire agreement regarding the Services and supersede all prior agreements and understandings. In case of conflict, a signed Order or signed agreement prevails, then the DPA (as to personal data), then these Terms. Any purchase-order or other terms you provide are rejected and have no effect.
21.3 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, without consent, to an Affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets.
21.4 Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including acts of God, war, terrorism, armed conflict, civil unrest, government action, pandemics, labor disputes, internet, telecommunications, hosting or AI-provider failures, and cyberattacks.
21.5 Notices. We may give notices by email to the Account owner's address, through the Services, or by posting on our website. Legal notices to us must be sent to legal@activelens.ai with a copy to ActiveLens Ltd., 11 Bublik Street, Jerusalem 9722193, Israel.
21.6 Electronic communications. You consent to receive communications from us electronically and agree that electronic communications satisfy any legal requirement that communications be in writing.
21.7 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
21.8 No third-party beneficiaries. Except as stated in Sections 16 and 18.2, there are no third-party beneficiaries of these Terms.
21.9 Severability; waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. No waiver is effective unless in writing, and failure to enforce a provision is not a waiver.
21.10 Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version prevails.
21.11 Contact. Questions about these Terms: legal@activelens.ai.