Terms of Use

Greetings, and welcome to your journey with Upfront-ai Ltd. ("Upfront-ai.com," "Upfront-ai," "we," "us," or "our") and our online presence at www.Upfront-ai.com, which includes our Upfront-ai Content Services, related websites, networks, applications, mobile applications, and other offerings provided by us (together, the "Upfront-ai Service"). This Upfront-ai Content service Agreement constitutes a binding legal agreement between you ("you," "your") and Upfront-ai regarding your use of the Upfront-ai Service.

Please Review These Terms

BY SELECTING "I AGREE," DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR UTILIZING THE Upfront-ai SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND COMPREHENDED THESE TERMS AND CONDITIONS, INCLUDING UPFRONT-AI’S PRIVACY POLICY (COLLECTIVELY REFERRED TO AS "TERMS"), AND YOU CONSENT TO BE LEGALLY BOUND BY THEM AS A PRECONDITION OF YOUR USAGE OF THE UPFRONT-AI SERVICE. IF YOU ARE NOT QUALIFIED OR DO NOT CONSENT TO THESE TERMS, YOU ARE HEREBY DENIED PERMISSION TO UTILIZE THE UPFRONT-AI SERVICE. YOUR ENGAGEMENT WITH THE UPFRONT-AI SERVICE, AND UPFRONT-AI'S DELIVERY OF THE SERVICE TO YOU, SIGNIFIES A MUTUAL AGREEMENT TO ADHERE TO THESE TERMS.

Definitions

"Content Service" refers to the Upfront-ai Content service, including any Documentation, Content materials, and other related resources provided to you by Upfront-ai, specifically through the website and pages under the Upfront-ai.com domain (collectively, the "Upfront-ai Website"), along with any subsequent Updates.
"Content Materials" encompasses any posts, data or information provided to you through the Content Service or by any other authorized means by Upfront-ai, including any replicated or derivative works thereof, and any Content.
"Applications" implies any software or applications that you develop to interface with the Content Services.
"Content" includes any search results, posts, articles, images, data, third-party content, or other materials that Upfront-ai makes accessible to you through the Upfront-ai Content service.
"Upfront-ai Marks" refers to Upfront-ai's proprietary trademarks, trade names, branding, or logos that are provided for use in connection with the content services under this Agreement.
"Upfront-ai Offering" describes Upfront-ai's software as detailed on the Upfront-ai Website.
"Services" denotes the content services provided, which grant access to the Content and the Upfront-ai Offering.
"Updates" includes any modifications, bug fixes, patches, or other error rectifications to the content services that Upfront-ai typically offers at no additional charge to all licensees of the service.
"Website" refers to Upfront-ai's website located at www.upfront-ai.com and any associated subdomains.

License

License Grants

Subject to your adherence to the terms and conditions of this Agreement, including the timely payment of all applicable Fees, Upfront-ai hereby grants you a limited, revocable, non-exclusive, non-transferable, sub-licensable license for the duration of this agreement to utilize the Upfront-ai Content service Services for the following purposes: (i) to employ the content service exclusively for internal development of Applications designed to interact and function with the Upfront-ai.com offerings; (ii) to engage with the Content service for publishing; and (iii) with Upfront-ai's explicit prior consent, to exhibit certain Upfront-ai Marks in accordance with any usage guidelines that Upfront-ai may provide from time to time, strictly in relation to the use of the Content service and the Applications, and not in connection with the marketing, promotion, distribution, or sale of any other goods or services. The Content service Materials are permitted for use on your website and company social pages, but not for training artificial intelligence models, and must not be retained for future use.

Use Restrictions

You are prohibited from using the Content service, or any Upfront-ai Mark for any purpose outside the scope of the license granted in this Agreement. Except as explicitly outlined in this Agreement or as amended in writing by Upfront-ai, you must not, and must not allow others to:

Store the output from the Content service or any derivative works thereof (including Content materials), in part or in entirety;
Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Content service accessible, in part or in entirety;
Reverse engineer, disassemble, decompile, decode, adapt, or attempt to access or discover the source code of any part of the Content service;
Circumvent or bypass any rate or service limits, including through the creation of multiple accounts;
Remove any proprietary notices from the Content service;
Utilize the Content service in any way that infringes upon, misappropriates, or violates any intellectual property right or other rights of any party, or that breaches any applicable law;
Enter into any licensing agreement that conflicts with this Agreement;
Use the Content service in a manner detrimental to Upfront-ai, including its products, services, infrastructure, reputation, or goodwill;
Integrate the Content service with unauthorized software, technology, services, or materials;
Design or allow Applications to disrupt, override, or interfere with Upfront-ai-implemented user communications, consent screens, settings, alerts, or similar functions;
Use the Content service in Applications to mimic or attempt to supplant the user experience of Upfront-ai.com offerings;
Conceal or obscure your or the Applications' identity when seeking authorization to use the Content service;
Copy, store, archive, cache, or create a database of the Content, in part or in entirety;
Redistribute, resell, or sublicense the Content;
Employ the Content in any machine learning or algorithmic activities;
Use the Content to create, refine, assess, or enhance any services offered by you or third parties; or
Upon the conclusion of this Agreement, retain or fail to eliminate all Content service Materials in your possession.

Enterprise Access

Upfront-ai may alter these terms in writing for Customers providing Services to enterprise users ("Enterprise Clients").

Reservation of Rights

Upfront-ai reserves all rights not explicitly granted to you herein, including the right to modify rate limits, the format and structure of request responses, and the extent of Content provided in the responses. Apart from the specific rights and licenses granted under this Agreement, nothing herein bestows upon you or any third party, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the Upfront-ai Content service.

Pricing Changes

Upfront-ai reserves the right to modify pricing for the Upfront-ai Content service Services with a 60-day notice to you. Any changes to the pricing will be communicated via the email address provided by you or through an announcement on the Upfront-ai.com website.

Your Responsibilities

As a user of the Upfront-ai Content service, you bear full responsibility and liability for all activities conducted through your access to the Content service, whether such activities are authorized by you or are in breach of this Agreement. This includes the conduct of any end users interacting with your Application and their use of the Content service.

Any violation of this Agreement by an end user shall be considered a violation by you. You are obliged to inform your end users of the terms of this Agreement that are relevant to their use of the Content service and to ensure their compliance with these terms.

Should there be any unauthorized use of your Content, you must promptly notify Upfront-ai via info@Upfront-ai.com as outlined in the Notice provision of this Agreement.

Your use of the Upfront-ai Content service must adhere to all applicable laws, regulations, and this Agreement's terms. Additionally, you must follow any guidelines or requirements posted by Upfront-ai on the Upfront-ai.com website, in documentation, or communicated in other ways. You are tasked with monitoring Application usage to prevent and address any illegal or inappropriate activities, including taking action against users who violate these terms. It is your responsibility to provide necessary privacy notices and obtain consents from end users as required by law for their use of the Application.

The Upfront-ai Content service must not be used to support, promote, or engage in illegal activities, including but not limited to the distribution of malware, counterfeit goods, embargoed items, spam emails, pyramid schemes, hate content, hacking tools, or any products or services that are illegal or unethical.

You are expected to protect the Content service and any related materials (including all copies thereof) from infringement, misappropriation, or unauthorized access using commercially reasonable efforts. Should you become aware of any infringement of intellectual property rights related to the Content service, you are to notify Upfront-ai immediately and cooperate fully in any protective legal actions.

In any product that incorporates the Upfront-ai Content service, you may use the phrase “POWERED BY Upfront-ai” to acknowledge the underlying technology. Upfront-ai reserves the right to oversee your use of the Upfront-ai Marks on your site, which may include requiring changes to the display of these marks or revoking your permission to use them, in accordance with Upfront-ai's guidelines. Your use of the Upfront-ai Marks does not confer any ownership or rights to you, and all associated goodwill will benefit Upfront-ai. You must not imply a partnership, sponsorship, or endorsement by Upfront-ai without express written consent from Upfront-ai, which may be given or withheld at Upfront-ai's discretion. Unless otherwise agreed, Upfront-ai may use your company or product name, screenshots, or other depictions of your Application for marketing or demonstrating the Content service.

Updates

Throughout the duration of this Agreement, Upfront-ai may supply modifications or enhancements to the Upfront-ai Content service (collectively, "Modifications"), which shall be included under the Content service's terms and conditions. You acknowledge that Upfront-ai may mandate the adoption of the most current version of the Upfront-ai Content service. Such Modifications may change the way Applications interact with Upfront-ai's offerings. It is your responsibility to implement any necessary adjustments to the Applications for continued compatibility following such Modifications, at your own expense. Upfront-ai will strive to provide you with reasonable advance notice of significant changes or Modifications. Your continued utilization of the Upfront-ai Content service post-Modification signifies your acceptance of the Modification.

Pricing and Payment Terms

Pricing Structure and Subscription Terms

You agree to compensate Upfront-ai for services rendered as per the pricing ("Pricing") listed on Upfront-ai.com. Pricing is payable upfront for the specified subscription period. Certain Pricing plans may include a quota of Content service call credits. Payments can be processed through the electronic methods available on Upfront-ai.com. Content service call credits acquired but not utilized within the subscription period may not be retained and used by you following the start of a new billing month. These credits are neither transferable nor refundable. Post-termination use of credits is governed by the terms of this Agreement.

Upfront-ai reserves the right to modify its Pricing with a notice period of 60 days. All transactions, including deposits and purchases, are final and non-refundable. Payments must be made in U.S. dollars by the due date, via methods specified by Upfront-ai. Except as explicitly stated in this Agreement or as mandated by law, all payments are non-refundable. Failure to remit payment on time may result in Upfront-ai imposing an interest charge on the overdue amount at a monthly rate of 1.5%, calculated daily and compounded monthly, or the maximum rate allowable by law, whichever is lower.

You will also be responsible for reimbursing Upfront-ai for all expenses incurred in collecting overdue payments or interest, including legal fees, court costs, and collection agency fees. Upfront-ai may, at its discretion, restrict or suspend your access to the Upfront-ai Content service, its offerings, content, and any other services until all arrears and interest are settled. Such suspension or restriction does not obligate Upfront-ai to you or any third party. Alternatively, Upfront-ai may exercise any other rights under this Agreement, including termination.

Tax Responsibilities

All Pricing and other amounts due under this Agreement do not include taxes or similar levies. You are liable for all sales, use, excise taxes, and any other similar taxes, duties, and charges imposed by any federal, state, or local governmental entity on the amounts payable under this Agreement, excluding taxes levied on Upfront-ai's income. Should you be required to withhold taxes on payments to Upfront-ai, you may deduct such taxes from the owed amount and remit them to the appropriate tax authority. You must promptly obtain and provide Upfront-ai with an official receipt for such withholdings and any other documentation Upfront-ai reasonably requests to claim a foreign tax credit or refund. It is your duty to ensure that any withheld taxes are minimized as much as possible under applicable law.

Collection and Utilization of Information

Data Gathering

Upfront-ai Content service may gather certain data through the Content service or the Upfront-ai.com offerings about you or your representatives, including employees, contractors, or agents. By utilizing, accessing, and submitting information to or through the Content service or Upfront-ai.com offerings, you grant consent for all actions taken by Upfront-ai with respect to your information in accordance with the latest version of Upfront-ai's privacy policy and data protection standards, which can be found at Upfront-ai.com/legal/privacy.

Service Availability

Upfront-ai Content service endeavors to maintain service availability 24/7. However, you acknowledge that there may be occasions when access is disrupted due to technical issues or unforeseen circumstances beyond our control. Upfront-ai shall not be liable for disruptions caused by network or power failures. We reserve the right to temporarily interrupt, suspend, or modify access to the services without prior notice. Upfront-ai's services are subject to continuous improvement and may therefore change over time at our discretion.

Proprietary Rights and Confidentiality

Intellectual Property

You recognize that Upfront-ai and its licensors retain all ownership, including intellectual property rights, in the Upfront-ai Content service, associated documentation, materials, and any content, as well as Upfront-ai's offerings and trademarks.

Confidentiality

The terms of this Agreement, including but not limited to pricing, Content service materials, documentation, and any related technology, are Upfront-ai's confidential information. You are prohibited from disclosing or using Upfront-ai's confidential information except as explicitly permitted by this Agreement.

Feedback Provision

Any feedback, suggestions, ideas, or other inputs provided by you or your representatives regarding the Upfront-ai Content service, Upfront-ai.com offerings, or trademarks ("Feedback") will be considered non-confidential. You hereby assign to Upfront-ai all rights in the Feedback without any obligation for attribution or compensation. Upfront-ai is free to use this Feedback for any purpose and is not obligated to implement any suggested changes.

Warranty Disclaimer

You assume all risks associated with the use of our Services. Upfront-ai provides the Services on an "AS IS" and "AS AVAILABLE" basis, with all faults and disclaims all warranties, whether express, implied, or statutory. Upfront-ai specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Upfront-ai does not guarantee that the Content service, content, or services will meet your requirements, be uninterrupted, error-free, or free from harmful components, nor does it assume responsibility for the accuracy or completeness of any data.

Indemnification

You agree to indemnify and hold harmless Upfront-ai and its affiliates against any claims or liabilities arising from your use of the content service, Upfront-ai offerings, content materials, or trademarks, or any breach of this Agreement. Should Upfront-ai require indemnification, we will notify you promptly. Upfront-ai reserves the right to assume control of the defense with counsel of our choice, and you may not settle any claim without Upfront-ai's written consent.

Liability Limitation

Under no circumstances will Upfront-ai be liable for any indirect, special, incidental, or consequential damages arising from the use of the Content or services. Upfront-ai's total liability will not exceed the fees you have paid to Upfront-ai in any given month preceding the claim. Any claims must be brought within 1 week of the event giving rise to such claim.

Duration and Cessation

Duration

The duration of this Agreement commences once the Licensee acknowledges acceptance and remains in effect until terminated as provided herein.

Suspension

Upfront-ai.com reserves the right to immediately suspend access to the Upfront-ai Content service, associated content, Upfront-ai.com offerings, or other services without prior notice if:

Upfront-ai.com reasonably concludes that:
- The Licensee has breached any provision of this Agreement;
- The Licensee's actions create potential legal jeopardy for Upfront-ai.com, at Upfront-ai.com's sole discretion;
- The continued provision of the Content service or services is deemed non-viable commercially, at Upfront-ai.com's sole discretion;
The Licensee's usage may cause harm to, or disproportionately burden, Upfront-ai.com's systems;
There is an extended period of inactivity by the Licensee;
Upfront-ai.com is compelled by a court order or governmental authority;
The Licensee fails to fulfill payment obligations for the services.
Upfront-ai.com has given a 60 day notice of its intent to discontinue the services.

Upfront-ai.com is not liable for any damage or loss resulting from such suspension under the circumstances described above.

Termination

Subscriptions will persist until terminated. The Licensee may terminate this Agreement at any time by notifying Upfront-ai.com, such as through a request to cancel the subscription via account settings. Upfront-ai.com retains the authority to terminate any subscription at any time, with or without notice to the Licensee, for any reason or no reason, at its sole discretion.

Consequences of Expiration or Termination

Upon the expiration or termination of this Agreement for any reason, all licenses and rights granted to the Licensee under this Agreement will terminate. The Licensee must discontinue use, destroy, and permanently delete all copies of the Upfront-ai Content service and any Upfront-ai.com trademarks from all devices and systems under their direct or indirect control. All pending payments, if applicable, will immediately become due and payable.

Continuation

Provisions that, by their nature, should remain in effect beyond the termination or expiration of this Agreement, including but not limited to Sections regarding indemnification, warranty disclaimers, and limitations of liability, will continue to be enforceable post-termination.

Miscellaneous

Entire Agreement

This Agreement, along with any documents referenced herein and incorporated by reference, represents the complete and exclusive statement of the agreement between the Parties regarding the Upfront-ai Content service, and supersedes all prior negotiations, agreements, and understandings, both oral and written. In the case of any discrepancies between the main body of this Agreement and any incorporated documents, the provisions of this Agreement shall take precedence.

Remedies for Breach

The Parties acknowledge that monetary damages may be insufficient to remedy any breach of this Agreement by the user, particularly with respect to Sections 2 and 3, and that Upfront-ai.com shall be entitled to seek injunctive relief to prevent or remedy any breaches or threatened breaches. In the event of such a breach, Upfront-ai.com is authorized to seek all equitable remedies available, without the need for posting bond or proving actual damages. The user hereby waives any argument that Upfront-ai.com has an adequate remedy at law.

Force Majeure

Upfront-ai.com shall not be held responsible for delays or non-performance of its obligations under this Agreement due to events beyond its reasonable control. Upfront-ai.com commits to resuming performance promptly once the condition is resolved.

Independent Contractors

The relationship between Upfront-ai.com and the user is that of independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship between them.

Notices

All notices under this Agreement must be in writing. Notices to Upfront-ai.com should be sent to support@Upfront-ai.com. Upfront-ai.com will send notices to users at the email address associated with their Upfront-ai Content service account. Notices are deemed effective upon receipt, provided that the sending party can demonstrate that the notice was sent according to this section.

Amendments and Waivers

No changes to this Agreement are binding unless made in writing and signed by both parties. A waiver of any term or condition must also be in writing and signed by the party granting the waiver. Failure to exercise any right under this Agreement does not constitute a waiver of that right.

Severability

Should any provision of this Agreement be found unenforceable or invalid, such finding does not affect the remainder of the Agreement. The Parties will negotiate in good faith to replace any such provision with a valid one that reflects the original intent as closely as possible.

Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Israel, excluding any conflict of laws principles. Any disputes will be resolved exclusively in the federal or state courts located in Tel Aviv, Israel.

Assignment

The user may not assign this Agreement or any rights hereunder without the prior written consent of Upfront-ai.com. Any unauthorized assignment is null and void. Upfront-ai.com may assign this Agreement at its discretion.

For any questions or notices, please contact us at info@Upfront-ai.com.

Last updated: 12.22.23