Terms of Service

These Terms of Service (“Terms” or “Agreement”) constitute a legally binding agreement between Ask Commit, Inc., a Delaware corporation (“Ask Commit,” “we,” “us,” or “our”), and you or the entity identified in the applicable Order Form  (“Customer,” “you,” or “your”) governing Customer’s access to and use of the Ask Commit platform and services.

BY  EXECUTING AN ORDER FORM REFERENCING THESE TERMS, OR BY ACCESSING OR USING THE SERVICES, CUSTOMER AGREE TO BE BOUND BY THESE TERMS. IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER SHALL NOT ACCESS OR USE THE SERVICES.

In the event of a conflict between these Terms and any Order Form, the Order Form shall control with respect to the specific subscription covered by such Order Form.

1. DEFINITIONS

   1. “Aggregated Data” means data derived from Customer’s use of the Services that has been aggregated, anonymized, and de-identified such that it cannot reasonably be used to identify Customer, any Authorized User, or any natural person.

   2. “AI Outputs” means any coaching suggestions, recommendations, competitive intelligence summaries, discovery questions, or other content generated by the Services’ artificial intelligence and machine learning capabilities.

   3. “Authorized Users” means Customer’s employees, contractors, or agents who are authorized by Customer to access and use the Services under Customer’s account, up to the number of seats specified in the applicable Order Form.

   4. “Customer Data” means all data, information, and content that Customer or Authorized Users provide, upload, input, or submit to the Services, including but not limited to (a) audio and transcripts from sales calls; (b) text inputs and queries; (c) Knowledge Base Materials; and (d) integration data from Customer’s Third-Party Platforms.

   5. “Documentation” means Ask Commit’s then-current technical documentation, user guides, and help center materials for the Services, as made available at docs.askcommit.com or such other URL as Ask Commit may designate.

   6. “Effective Date” means the date on which the applicable Order Form is executed by both parties, or, if earlier, the date on which Customer first accesses the Services.

   7. “Knowledge Base Materials” means Customer’s internal documents, product manuals, sales decks, playbooks, case studies, competitive intelligence documents, and other materials uploaded to or ingested by the Services for the purpose of enabling AI-powered coaching.

   8. “Order Form” means an ordering document executed by both parties that references these Terms and specifies the Services, number of seats, fees, subscription term, and any additional terms applicable to Customer’s subscription.

   9. “Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws, including the Israeli Privacy Protection Law, 5741-1981, the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR"), and other applicable data protection laws.

   10. “Services” means Ask Commit’s AI-powered sales coaching platform, including the desktop software application, real-time AI copilot, integrations, Knowledge Base functionality, and any related services provided by Ask Commit, as specified in the applicable Order Form.

   11. “Subscription Term” means the period specified in the applicable Order during which Customer is entitled to access and use the Services, including any renewal periods.

   12. “Third-Party Platforms” means third-party software applications that Customer authorizes to integrate with the Services, including but not limited to video conferencing platforms (e.g., Zoom, Google Meet, Microsoft Teams), CRM systems (e.g., Salesforce, HubSpot), productivity tools (e.g., Google Drive, Microsoft 365, Slack), and conversation intelligence platforms (e.g., Gong).

   13. “Trial Period” means the initial period during which Customer may access and use the Services at no charge, as specified in an Order Form or as otherwise agreed in writing.

2. SERVICE AND ACCESS

   1. Provision of Services. Subject to the terms and conditions of this Agreement and Customer’s compliance herewith, Ask Commit grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes and in accordance with the Documentation.

   2. Trial Period. If an Order Form provides for a Trial Period: (a) Customer may designate the number of Authorized Users specified therein; (b) the Services are provided “AS IS” without any warranties during the Trial Period; (c) either party may terminate the Trial Period immediately upon written notice to the other party; (d) Customer’s use during the Trial Period is subject to all terms herein except payment obligations; and (e) the Trial Period may be extended only upon mutual written agreement. Upon expiration of the Trial Period, Customer’s access to the Services shall terminate unless Customer executes a paid Order Form.

   3. Account Registration. Customer must provide accurate, current, and complete information during registration and maintain the accuracy of such information throughout the Subscription Term. Customer is responsible for safeguarding all passwords account credentials and for all activities occurring under Customer’s account.

   4. Authorized Users. Customer may permit Authorized Users to access and use the Services up to the number of seats specified in the applicable Order Form. Customer is responsible for its Authorized Users’ compliance with this Agreement and for any actions taken through their accounts. Authorized User accounts are for designated individuals and may not be shared or transferred.

   5. Service Requirements. Customer acknowledges that use of the Services requires: (a) compatible video conferencing software and desktop operating systems as specified in the Documentation; (b) stable internet connectivity; (c) authorization to integrate with Customer’s Third-Party Platforms ; (d) appropriate permissions and consents for recording, monitoring, and AI-assisted processing of sales conversations as required by applicable law.

   6. Service Modifications. Ask Commit may update, modify, or enhance the Services from time to time. Ask Commit shall use commercially reasonable efforts to provide Customer with advance notice of any material changes to the Services that would materially diminish core functionality. In the event of such a material diminution, Customer’s sole remedy shall be to terminate the affected Order Form upon thirty (30) days’ written notice and receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.

3. CUSTOMER OBLIGATIONS AND ACCEPTABLE USE

   1. Customer Responsibilities. Customer shall: (a) comply with all applicable laws and regulations in its use of the Services, including without limitation data protection, privacy, telecommunications, and call recording laws; (b) obtain all necessary consents, authorizations, and permissions required to provide Customer Data to the Services, including consent from participants in sales calls where legally required; (c) ensure that Customer Data does not violate any third-party rights or applicable laws; (d) maintain appropriate security measures for its account credentials; (e) promptly notify Ask Commit of any unauthorized access to or use of the Services; (f) comply with all integration requirements and terms imposed by Third-Party Platforms; and (g) ensure that its use of the Services complies with any applicable industry-specific regulations (including, where applicable, HIPAA, FINRA, or SEC requirements).

   2. Acceptable Use. Customer shall not, and shall not permit Authorized Users to: (a) use the Services for any unlawful purpose or in violation of any applicable laws or regulations; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services;(c) access or use the Services to build a competitive product or service, or for benchmarking purposes without Ask Commit’s prior written consent; (d) interfere with or disrupt the integrity or performance of the Services; (e) attempt to gain unauthorized access to the Services or related systems; (f) remove, alter, or obscure any proprietary notices on the Services; (g) use the Services to process, store, or transmit any data that infringes third-party intellectual property rights; (h) input or upload any malicious code, viruses, or harmful components; (i) use the Services in any manner that could damage, disable, overburden, or impair Ask Commit’s systems; (j) sublicense, rent, lease, sell, or otherwise transfer rights to the Services to any third party; (k) frame or mirror any content forming part of the Services; or (l) use any automated means to access the Services for any purpose without Ask Commit’s express written permission.

   3. Call Recording and Consent. Customer acknowledges and agrees that: (a) The Services monitor and process live sales calls in real time using artificial intelligence. Under applicable laws, such real-time AI monitoring may be treated identically to call recording, regardless of whether audio is permanently stored; (b) Customer is solely responsible for complying with all applicable laws regarding recording, monitoring, interception, and AI-assisted processing of conversations, including obtaining all legally required consents from all call participants prior to enabling the Services on any call. In jurisdictions requiring all-party or two-party consent (including but not limited to California, Florida, Illinois, Massachusetts, Pennsylvania, and Washington in the United States, and various international jurisdictions), Customer must obtain affirmative consent from every participant; (c) Customer shall implement appropriate notices and consent mechanisms informing call participants that: (i) the call may be recorded or monitored; and (ii) AI technology is being used to assist the conversation in real time. Customer acknowledges that certain jurisdictions (including under the EU AI Act and California law) require specific disclosure of AI involvement in interactions; (d) Ask Commit provides tools to facilitate consent collection but provides no legal advice regarding recording or AI disclosure requirements. Customer is solely responsible for determining its legal obligations in each jurisdiction in which it operates; (e) Customer shall indemnify Ask Commit for any claims, losses, or liabilities arising from Customer’s failure to obtain required consents or provide required disclosures.

4. DATA PROCESSING AND PRIVACY

   1. Real-Time Processing. The Services process Customer Data in real time to provide AI-powered coaching during sales calls. Unless otherwise specified in the Documentation or an Order Form, Ask Commit does not permanently store audio recordings of sales calls after real-time processing is complete. Transcripts, AI Outputs, and associated metadata may be retained for the duration of the Subscription Term to enable platform features such as post-call analytics, unless Customer configures retention settings otherwise.

   2. Knowledge Base Processing. When Customer uploads Knowledge Base Materials, the Services process, index, and store such materials for the duration of the Subscription Term to enable contextual AI coaching. Knowledge Base Materials are processed in isolation for each Customer and are not shared with or accessible by any other customer.

   3. Integration Data. When Customer authorizes integrations with Third-Party Platforms, the Services may access and process data from those platforms solely to provide contextual AI assistance to Customer. Integration data is subject to the same isolation and confidentiality protections as other Customer Data and is accessed only with Customer’s explicit authorization. Customer is responsible for ensuring that its use of integration data through the Services complies with the applicable terms of the Third-Party Platforms.

   4. Prohibition on Use for AI Model Training. Ask Commit shall not use Customer Data (including call audio, transcripts, Knowledge Base Materials, or integration data) to train, develop, or improve any generalized artificial intelligence or machine learning models. Customer Data is processed solely for the purpose of providing the Services to Customer. This prohibition does not apply to Aggregated Data as defined herein, which may be used in accordance with Section 5.4.

   5. Metadata and Usage Information. Ask Commit may collect and retain metadata and usage information related to Customer’s use of the Services (including technical logs, feature utilization statistics, and service interaction patterns), provided such information does not contain or reveal specific Customer Data content or the identity of call participants.

   6. Data Security. Ask Commit implements reasonable administrative, physical, and technical safeguards designed to protect Customer Data in accordance with industry standards. Ask Commit’s current security certifications and compliance status are described at trust.askcommit.com (or such other URL as Ask Commit may designate). Ask Commit shall maintain at minimum: (a) encryption of Customer Data in transit and at rest; (b) access controls limiting access to Customer Data to authorized personnel on a need-to-know basis; (c) regular security assessments and vulnerability testing; and (d) incident response procedures. No security measures are perfect, and Ask Commit cannot guarantee absolute security.

   7. Personal Data and Privacy Compliance. (a) Each party shall comply with all applicable data protection and privacy laws in connection with Personal Data processed through the Services, including the Israeli Privacy Protection Law, 5741-1981 and other applicable data protection laws; (b) Customer shall ensure it makes all necessary disclosures and obtains all required consents and authorizations under applicable law to provide Personal Data to Ask Commit for the purposes of this Agreement; (c) To the extent Ask Commit processes Personal Data on behalf of Customer as a data processor, the parties shall execute a Data Processing Addendum (“DPA”) in the form provided by Ask Commit or otherwise agreed by the parites, which shall form an integral part of this Agreement. 

5. INTELLECTUAL PROPERTY

   1. Ask Commit Property. Ask Commit retains all right, title, and interest in and to the Services, including all software, technology, algorithms, artificial intelligence models, Documentation, and any modifications, enhancements, or derivative works thereof. This Agreement does not grant Customer any intellectual property rights in the Services except the limited access rights expressly stated herein.

   2. Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data (including Knowledge Base Materials). Customer grants Ask Commit a limited, non-exclusive, worldwide license to access, process, and use Customer Data solely to the extent necessary to provide the Services and fulfill Ask Commit’s obligations under this Agreement. This license terminates upon the earlier of termination of this Agreement or deletion of the applicable Customer Data from the Services.

   3. AI Outputs. As between the parties, AI Outputs generated by the Services in response to Customer Data are provided to Customer for Customer’s internal business use. Ask Commit retains no ownership interest in AI Outputs that are specific to Customer Data. Customer acknowledges that: (a) AI Outputs may be similar to outputs generated for other customers based on different inputs; and (b) nothing herein grants Customer any rights in Ask Commit’s underlying models, algorithms, or technology used to generate AI Outputs.

   4. Feedback. If Customer provides Ask Commit with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Services (“Feedback”), Ask Commit shall own all rights in such Feedback and may use it without restriction or obligation to Customer. Customer is not obligated to provide Feedback

   5. Aggregated Data. Ask Commit may create and use Aggregated Data for its business purposes, including improving the Services, developing new features, and creating benchmarks or statistical analyses, provided that such Aggregated Data: (a) does not identify Customer, any Authorized User, or any natural person; (b) does not reveal specific Customer Data content; and (c) cannot reasonably be used to reverse-engineer or reconstruct Customer Data. For the avoidance of doubt, Aggregated Data does not constitute Customer Data.

6. CONFIDENTIALITY

   1. “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, in writing, or by inspection,  that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation: (a) for Ask Commit: the Services, technology, algorithms, pricing, roadmap, and business plans; and (b) for Customer: Customer Data, Knowledge Base Materials, and business information.

   2. The Receiving Party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted herein; (c) use Confidential Information solely to exercise its rights and fulfill its obligations under this Agreement; and (d) limit access to Confidential Information to employees, contractors, and agents who have a legitimate need to know and are bound by confidentiality obligations at least as restrictive as those herein.

   3. Confidential Information does not include information that: (a) was publicly available at the time of disclosure or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the Receiving Party without confidentiality restrictions before disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligations; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

   4. If the Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information, it shall (a) promptly notify the Disclosing Party (if legally permitted); (b) cooperate in any effort to seek a protective order or limit disclosure; and (c) disclose only the minimum amount of Confidential Information required.

   5. The confidentiality obligations herein shall survive termination of this Agreement for a period of five (5) years; provided, however, that obligations with respect to trade secrets shall survive for so long as such information remains a trade secret under applicable law.

7. PAYMENT TERMS

   1. Fees. Fees for the Services shall be as specified in the Order Form. Unless otherwise specified in an Order Form, fees are based on the number of Authorized User seats and are due in advance for each billing period. All fees are non-refundable except as expressly set forth herein.

   2. Payment. All fees are due in accordance with the payment terms specified in the applicable Order Form. Unless otherwise specified, invoices are due and payable within thirty (30) days of the invoice date.

   3. Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, tax, sales tax, use tax, or withholding taxes (collectively, “Taxes”). Customer is responsible for all Taxes arising from or related to this Agreement, except taxes based on Ask Commit’s net income. If Ask Commit is required to collect or remit Taxes, such Taxes shall be invoiced to and paid by Customer. 

   4. Overdue Payments. Any overdue amounts shall accrue interest at the rate of 1.5% per month (or the highest rate permitted by applicable law, whichever is lower) from the due date until paid in full. Customer shall reimburse Ask Commit for all reasonable costs of collection, including attorneys’ fees.

   5. Suspension for Non-Payment. Ask Commit may suspend Customer’s access to the Services if any amount is more than thirty (30) days overdue. Suspension shall not relieve Customer of its payment obligations.

8. TERM AND TERMINATION

   1. Term. This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated. Each Order Form shall specify the applicable Subscription Term, including any Trial Period, commitment period, and renewal terms.

   2. Renewal. Unless otherwise specified in the applicable Order Form, the Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Renewal pricing shall be at Ask Commit’s then-current rates unless otherwise agreed in writing.

   3. Termination for Cause. Either party may terminate this Agreement or any Order Form immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof (or ten (10) days for payment breaches); or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, files for or has filed against it a petition in bankruptcy, or has a receiver or similar officer appointed for its business or property.

   4. Suspension. Ask Commit may suspend Customer’s access to the Services immediately upon notice if: (a) Customer’s use of the Services poses a security risk or threatens the stability or integrity of the Services or other customers’ data; (b) Customer violates the Acceptable Use provisions; (c) Customer’s account is overdue for payment beyond the applicable cure period; or (d) Ask Commit is required to do so by applicable law or court order. Ask Commit shall promptly restore access once the grounds for suspension are resolved.

   5. Effect of Termination. Upon termination or expiration of this Agreement or an Order Form: (a) Customer’s access to the Services shall cease at the end of the then-current Subscription Term (or immediately in the case of termination for cause by Ask Commit);; (b) each party shall return or destroy all Confidential Information of the other party in its possession, except as required to be retained by applicable law; (c) any fees owed for Services provided prior to the effective date of termination shall become immediately due and payable; and (d) if Customer terminates for cause under Section 8.3, Ask Commit shall refund to Customer any prepaid fees for the unused portion of the Subscription Term following the effective date of termination. 

   6. Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 1 (Definitions), 3.2 (Acceptable Use), 4.4 (Prohibition on Use for AI Model Training),  5 (Intellectual Property), 6 (Confidentiality), 7 (Payment Terms for amounts accrued), 8.5 (Effect of Termination), 8.6 (Survival), 9 (Warranties and Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12 (Governing Law), and 13 (General Provisions).

9. WARRANTIES AND DISCLAIMERS

   1. Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms; and (c) its performance under this Agreement does not conflict with any other agreement to which it is a party.

   2. Ask Commit represents and warrants that: (a) the Services will perform materially in accordance with the Documentation during the Subscription Term; (b) Ask Commit will not materially diminish the core functionality of the Services during a Subscription Term; and (c) Ask Commit will provide the Services in compliance with all laws applicable to Ask Commit as a provider of the Services. Customer’s sole remedy for breach of the warranty in clause (a) shall be re-performance of the non-conforming Services or, if Ask Commit is unable to remedy the non-conformance within thirty (30) days after receiving written notice, termination of the applicable Order Form and a pro-rata refund of prepaid fees.

   3. Customer further represents and warrants that: (a) it owns or has the necessary rights to provide Customer Data (including Knowledge Base Materials)  to Ask Commit for processing; (b) Customer Data and Customer’s use of the Services does not and will not violate any laws or infringe any third-party rights; (c) it has obtained all necessary consents for recording, monitoring, and AI-assisted  processing of sales conversations as required by applicable law; and (d) it will use the Services only for lawful purposes in accordance with this Agreement.

   4. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASK COMMIT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (c) WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS; AND (d) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF AI-OUTPUT.

   5. Customer acknowledges and agrees that: (a) the Services utilize artificial intelligence and machine learning technologies that may produce inaccurate, incomplete, biased, or inappropriate outputs. (b) AI Outputd should not be relied upon without independent verification and the exercise of human judgment; (b) Customer is solely responsible for reviewing and verifying all AI Outputd before using them in business decisions, customer communications, or any other context; (c) Ask Commit makes no representations or warranties regarding the accuracy, suitability, or reliability of AI Output; and the AI models may not perform as expected in all circumstances; (d)AI Outputs do not constitute professional advice (legal, financial, medical, or otherwise). Customer should consult appropriate professionals before making important business decisions; and (e) Ask Commit makes no warranties regarding the availability, accuracy, or functionality of Third-Party Platforms that Customer integrates with the Services.

10. LIMITATION OF LIABILITY

    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, SHALL NOT EXCEED: (A) DURING THE TRIAL PERIOD: ONE THOUSAND DOLLARS ($1,000 USD), OR (B) DURING A PAID SUBSCRIPTION TERM: THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO ASK COMMIT UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

    3. The limitations in Sections 10.1 and 10.2 shall not apply to: (a) either party’s indemnification obligations under Section 11 ; (b) liability arising from a party’s gross negligence, willful misconduct or fraud; (c) liability that cannot be limited or excluded by applicable law; (d) Customer’s payment obligations; or (e) Customer’s breach of Section 3.2 (Acceptable Use) or Section 5 (Intellectual Property); or (f) either party’s breach of Section 6 (Confidentiality).

11. INDEMNIFICATION

    1. Ask Commit shall defend, indemnify, and hold harmless Customer and its affiliates, officers, directors, and employees from and against any third-party claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising from or related to allegations that the Services, when used in accordance with this Agreement, infringe any third-party intellectual property rights. If the Services become the subject of an infringement claim, Ask Commit may, at its option and expense: (a) obtain the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate the applicable Order Form and refund any prepaid fees for the unused portion of the Subscription Term.

    2. Customer shall defend, indemnify, and hold harmless Ask Commit and its affiliates, officers, directors, employees, agents, and licensors from and against any and all third-party claims,  damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Customer Data, including claims that Customer Data infringes or violates any third-party intellectual property rights , privacy rights, or other; (b) Customer’s or Authorized Users’ use of the Services in violation of this Agreement or applicable law; (c) Customer’s failure to obtain required consents for recording, monitoring, or AI-assisted processing of conversations; (d) Customer’s failure to provide required AI disclosures to call participants; (e) any breach of Customer’s representations, warranties, or obligations under this Agreement; or (f)) Customer’s use of AI Outputs in a manner that causes harm to third parties.

    3. The party seeking indemnification shall: (a) promptly notify the indemnifying party in writing of any claim (provided that failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by such failure); (b) grant the indemnifying party sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party shall not settle any claim that admits fault on behalf of the indemnified party or imposes obligations on the indemnified party without the indemnified party’s prior written consent.

12. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflicts of law principles. Each party irrevocably consents to the exclusive jurisdiction and venue of the competent courts in Tel Aviv-Jaffa, Israel, for any disputes arising out of or relating to this Agreement. 

13. GENERAL PROVISIONS

    1. Entire Agreement. This Agreement, together with any Order Forms and Documentation, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, regarding such subject matter.

    2. Amendments. Ask Commit may modify these Terms from time to time by posting updated Terms on its website or providing notice to Customer. Continued use of the Services after such notice constitutes acceptance of the modified Terms. Material changes shall be effective thirty (30) days after notice.

    3. Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof.

    4. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way, and the parties shall negotiate in good faith to modify the affected provision to accomplish the original intent as closely as possible.

    5. Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder without Ask Commit’s prior written consent. Any attempted assignment in violation of this provision shall be void. Ask Commit may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

    6. Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

    7. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or internet service provider failures.

    8. Notices. All notices under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed electronic mail (if sent during business hours; otherwise, the next business day); (c) one (1) business day after deposit with a reputable overnight courier service; or (d) three (3) business days after mailing via certified or registered mail, return receipt requested.

    9. Notices to Ask Commit shall be sent to:

Ask Commit, Inc.

1000 N West St Ste 1400, Wilmington, 19801

Email: support@askcommit.com

Notices to Customer shall be sent to the email address associated with Customer’s account.

10. Export Compliance. The Services may be subject to export control laws and regulations of the United States and other jurisdictions. Customer shall comply with all applicable export control laws and regulations and shall not export, re-export, or transfer the Services in violation of such laws or regulations.

11. Third-Party Beneficiaries. This Agreement does not confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns.

12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

13. Interpretation. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation.” This Agreement is executed in the English language, and in the event of any conflict between the English version and any translation, the English version shall prevail.

14. Order of Precedence. In the event of a conflict among the documents forming part of this Agreement, the following order of precedence shall apply (from highest to lowest): (a) the applicable Order Form; (b) the DPA (if applicable); (c) these Terms; and (d) the Documentation.

15. Contact Information. For questions about these Terms, please contact:

Ask Commit, Inc.

Email: support@askcommit.com

Website: https://www.askcommit.com/

BY EXECUTING AN ORDER FORM OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT.