Israel Version – applicable to Customers contracting with Collection AI Ltd.
The following agreement consists of the terms and conditions governing your (“You” or “Customer“) access to
and use of Collection AI Ltd., Company No. 517011011 (an Israeli company) (“Collection AI” or “Us” or “Our”
or “We”)’s Services.
These Terms and Conditions together with the Subscription Form (defined below), the Service Level
Agreement and Support Terms attached as Exhibit A (the “SLA”) and the Privacy Policy available here (the
“Privacy Policy”) (collectively, “Terms” or “Agreement”) constitute a binding agreement between You and
Collection AI, and by continuing to use the Services (in whole or in part) in any way or manner You agree to
abide by, and be bound, by these Terms.
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a
Party.
Authorized Users means Customer’s employees, Affiliates, consultants, contractors, representatives, and
other individuals authorized by Customer to access and use the Services on Customer’s behalf.
Customer Data means any data, information, records, files, invoices, communications, customer information,
account information, payment information, or other materials submitted, uploaded, transmitted, connected,
retrieved, collected, downloaded, or otherwise made available to Collection AI by or on behalf of Customer,
including through integrations with Third-Party Platforms.
Implementation Activities means the implementation, onboarding, configuration, integration, training,
migration, testing, or similar activities performed by Collection AI in connection with the Services, as specified
in the applicable Subscription Form.
Implementation Fee means the fee payable by Customer for Implementation Activities, as set forth in the
applicable Subscription Form.
Initial Term and Renewal Term have the meanings set forth in the applicable Subscription Form.
Collection AI Technology means all Collection AI technology and other intellectual property, including
software, platform components, APIs, algorithms, models, workflows, user interfaces, know-how, techniques,
designs, processes, analytics, documentation, and tangible or intangible technical material or information,
including all improvements, enhancements, modifications, updates, upgrades, and derivative works thereof.
Subscription Form means the written subscription form, order form, statement of work, or similar commercial
document entered into between Customer and Collection AI that references this Agreement and identifies the
Services ordered by Customer, including, as applicable, fees, scope, term, schedule, implementation activities,
usage limits, and any other agreed terms.
Services means the AI-powered collections, accounts receivable, workflow automation, analytics,
communication, and related services utilizing Collection AI products, as specified in one or more Subscription
Forms.
Subscription Fee means the recurring fee payable by Customer for the Services, as set forth in the applicable
Subscription Form.
Third-Party Claim means any claim, demand, suit, proceeding, or action brought by a third party other than
Customer, Collection AI, or their respective Affiliates.
Third-Party Platforms means external systems, accounts, applications, platforms, vendors, databases,
service providers, or other third-party services used by Customer and connected to or integrated with the
Services.
Users means Authorized Users and any other users of Subscription Accounts that Customer owns, controls,
or manages.
1. License Grant and Restrictions. Subject to the terms and conditions of this Agreement and the applicable
Subscription Form, Collection AI grants Customer and its Users, during the applicable Term, a limited, non-
exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer’s own
internal business purposes. Collection AI may provide additional Services as specified in the applicable
Subscription Form. The license does not include any right to access any object code or source code included
in the Services.
1.1 Customer shall not, and shall not permit any User or third party to:
1.2 Protection of Proprietary Technology. Without limiting the foregoing, Customer shall not, and shall not permit any User or third party to, scrape or otherwise attempt to discover, extract, replicate, or derive any prompts, prompt structures, workflows, APIs, architecture, business logic, datasets, or other proprietary technology underlying the Services. Customer shall not use the Services, access to the Services, or any outputs generated by the Services to develop, train, improve, validate, support, or provide any product, service, or artificial intelligence model that competes with or replicates any material functionality of the Services.
2. Customer Systems. Customer acknowledges that Users’ ability to access and use the Services depends
on Customer maintaining continuous access to necessary telecommunications and internet services and
properly configured and operational information technology infrastructure, including hardware, software,
databases, systems, networks, and services, whether operated directly by Customer or through third parties.
Customer is responsible for its systems, configurations, credentials, permissions, and connectivity.
3. Implementation, Training, Services, and Support. Upon execution of this Agreement and the applicable
Subscription Form, and subject to payment of the associated fees, Collection AI will undertake the
Implementation Activities described in the Subscription Form. Collection AI will provide commercially
reasonable training to educate Customer on the operation and use of the Services, unless otherwise agreed in
the Subscription Form. Collection AI will provide the Services and technical support in accordance with Exhibit
A or the applicable Subscription Form.
4. Intellectual Property Ownership. The Services, Collection AI Confidential Information, Feedback,
Collection AI Technology, and all intellectual property rights therein or related thereto, including all
modifications, improvements, enhancements, updates, upgrades, and derivative works, are and shall remain
the exclusive property of Collection AI or its third-party licensors, as applicable (“Collection AI IPR”). Nothing in
this Agreement grants Customer or any third party any right, title, or interest in or to Collection AI IPR except
for the limited access and use rights expressly granted herein.
4.1 Collection AI may collect, process, and use anonymous, aggregated, statistical, analytical, and non-
identifiable information derived from use of the Services (“Analytics Information”) for the purpose of
operating, providing, maintaining, securing, improving, analyzing, and developing Collection AI programs,
services, and performance. Collection AI shall remain the exclusive owner of Analytics Information, provided
that such information does not identify Customer or any individual.
4.2 Customer may provide suggestions, comments, ideas, feedback, or recommendations regarding the
Services (“Feedback”). Collection AI may freely use, exploit, incorporate, and commercialize Feedback
without restriction, obligation, or compensation to Customer.
5. Customer Data. As between the Parties, Customer owns Customer Data and reserves all rights in
Customer Data not expressly granted to Collection AI under this Agreement. Customer grants Collection AI a
non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable license, except to contractors and service providers acting on Collection AI’s behalf, to access, copy, use, process, store, transmit, retrieve,
display, analyze, and otherwise process Customer Data as reasonably necessary to provide, operate,
maintain, secure, support, troubleshoot, improve, and enhance the Services, subject to applicable law and this
Agreement.
5.1 Customer represents, warrants, and covenants that:
6. Compliance with Law. Each Party shall comply with all laws and regulations applicable to it in connection
with this Agreement. Customer shall use the Services only in compliance with this Agreement and all
applicable laws, including laws applicable to privacy, data protection, commercial communications, collection
activities, consumer protection, and debt collection, to the extent applicable to Customer.
7. Updates and Upgrades. Collection AI may from time to time develop and incorporate updates, fixes,
enhancements, and modifications into the Services without prior notice, provided that such changes do not
materially reduce the core functionality of the Services during the applicable Term. Collection AI may offer
optional updates, features, or modules for additional fees, and Customer shall not be charged for such
additions unless Customer agrees in writing.
8. Use of the Services; AI Outputs. Customer acknowledges that the Services include artificial intelligence
and automated or semi-automated functionality. Outputs, recommendations, messages, summaries,
classifications, prioritizations, workflows, scores, alerts, predictions, or other results generated by the Services
may contain errors, omissions, inaccuracies, incomplete information, or inappropriate suggestions.
8.2 Collection AI does not provide legal, financial, accounting, tax, credit, debt collection, or compliance
advice, and the Services are not a substitute for Customer’s professional judgment, legal review,
compliance processes, or independent obligations.
9. Collection Activities and Customer Compliance. Customer shall be solely responsible for ensuring that
its use of the Services, including any collection-related activity, communication, workflow, message, reminder,
escalation, prioritization, or decision, complies with all laws, regulations, contractual obligations, industry rules,
and internal policies applicable to Customer. Customer shall not use the Services to send unlawful,
misleading, harassing, abusive, discriminatory, unauthorized, or improper communications or to engage in any
collection activity that Customer is not legally authorized to perform. Customer remains solely responsible for
the content, timing, recipients, legal basis, authorization, and consequences of any communication or action
taken through or based on the Services.
1. Subscription Term; Renewal. This Agreement shall commence on the Effective Date set forth in the
applicable Subscription Form and shall continue for the duration of the Initial Term and any Renewal Term set
forth therein, unless terminated earlier in accordance with this Agreement.
2. Termination. Either Party may terminate this Agreement or any affected Subscription Form upon written
notice if the other Party commits a material breach and fails to cure such breach within fifteen (15) days after
receipt of written notice. Either Party may also terminate this Agreement upon written notice if the other Party
becomes insolvent, enters liquidation, assigns all or substantially all of its business or assets for the benefit of
creditors, permits appointment of a receiver, trustee, or similar officer, becomes subject to insolvency,
bankruptcy, receivership, liquidation, or similar proceedings, ceases to conduct business in the ordinary
course, or otherwise becomes unable to pay its debts as they become due.
3. Effects of Termination. Upon termination or expiration of this Agreement or any Subscription Form:
3.1 Sections that by their nature should survive termination shall survive, including Definitions, Intellectual
Property Ownership, Customer Data, AI Outputs and Customer Responsibility, Collection Activities and
Customer Compliance, Effects of Termination, Fees, Taxes, Indemnification, Disclaimer, Exclusion and
Limitation of Liability, Confidentiality, Privacy and Data Use, Governing Law, Jurisdiction, Notices,
Relationship of the Parties, Waivers, and any accrued payment obligations.
4. Fees. Customer shall pay Collection AI the fees and expenses described in the applicable Subscription
Form in accordance with the payment terms therein. Unless otherwise stated in the Subscription Form, all fees
are non-cancelable and non-refundable. Fees may be based on the number of open invoices, usage volume,
subscription accounts, modules, implementation scope, or other metrics described in the Subscription Form.
Collection AI may change fees or institute new charges at the end of the Initial Term or any Renewal Term by
providing at least sixty (60) days’ prior notice before the then-scheduled renewal date.
4.1 If Customer or Customer’s accounts payable vendor charges any per-invoice, payment processing,
bank, platform, or vendor fee to process Collection AI invoices or send payments to Collection AI, Collection
AI may charge Customer for such fees.
5. Taxes, VAT and Other Expenses. Unpaid amounts are subject to a finance charge of one and one-half
percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower,
plus all reasonable expenses of collection, including reasonable attorneys’ fees. All fees are exclusive of VAT,
withholding tax, bank charges, payment processing fees, and any other taxes, duties, levies, or governmental
charges, unless expressly stated otherwise in the applicable Subscription Form. Customer is solely
responsible for all taxes, duties, levies, and charges associated with the fees, other than taxes based on
Collection AI’s net income.
5.1 If Israeli VAT applies, Customer shall pay such VAT in addition to the fees against a valid tax invoice, to
the extent required under applicable law. If any tax or duty must be withheld or deducted from any payment,
Customer shall increase the payment as necessary so that Collection AI receives the full amount it would
have received had no deduction or withholding been required, unless Collection AI provides Customer with
a valid exemption or reduced withholding certificate.
1.1 Customer represents and warrants that Customer is authorized to enter into this Agreement and to use
the Services for its business purposes, including accounts receivable, payment follow-up, customer
communications, collection activities, and related workflows, and that Customer will comply with all laws
applicable to Customer’s use of the Services.
2. Indemnification.
2.1 General Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Collection
AI from and against any Third-Party Claims arising out of Customer’s use of the Services.
2.2 Infringement Indemnification by Collection AI. Collection AI shall indemnify, defend, and hold Customer
harmless from any Third-Party Claim finally awarded in judgment by a competent court directly arising from
the Services infringing third-party intellectual property rights, except to the extent the claim arises from:
2.3 Indemnification Procedure. The indemnifying Party’s obligations are subject to the indemnified Party
promptly notifying the indemnifying Party in writing of the claim, providing reasonable cooperation, and
tendering to the indemnifying Party full authority to control the defense and settlement of the claim, provided
that no settlement may impose liability or admission of fault on the indemnified Party without its prior written
consent.
2.4 This Section sets forth Collection AI’s sole liability and Customer’s sole remedy in respect of any
intellectual property infringement claim.
3. Publicity. Collection AI may not use Customer’s trade name, service marks, trademarks, logos, or trade names in marketing materials, public business presentations, customer lists, case studies, press releases, or website references unless Collection AI has received Customer’s prior written approval.
4. Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations, except
payment obligations, due to events beyond its reasonable control, including natural disasters, war, terrorism,
riots, labor disputes, epidemics, pandemics, governmental actions, internet or telecommunications failures,
power failures, cloud provider failures, cyberattacks, or other events of similar nature. If nonperformance
continues for more than thirty (30) days, the other Party may terminate the affected Subscription Form upon
written notice.
1. Confidentiality Agreement. Each Party understands that the other Party may disclose Confidential
Information. Each receiving Party agrees to take reasonable precautions to protect the disclosing Party’s
Confidential Information and not to use, except in performance of the Services or as otherwise permitted
herein, or disclose to any third party any such Confidential Information, except to its employees, contractors,
advisors, service providers, or representatives who need to know the information for the purposes of this
Agreement and are bound by confidentiality obligations no less protective than those set forth herein.
1.3 Confidential Information does not include information that:
2. Security. Collection AI shall maintain commercially reasonable administrative, technical, and organizational
security measures designed to protect the Services and Customer Data against unauthorized access,
disclosure, loss, misuse, or alteration. Customer is responsible for maintaining the confidentiality and security
of its accounts, credentials, permissions, Users, systems, and Third-Party Platforms. Customer shall promptly
notify Collection AI of any unauthorized access, suspected breach, compromised credentials, or security
incident relating to Customer’s use of the Services.
3. Service Level Agreement. Customer acknowledges and agrees to the service availability and support
terms set forth in Exhibit A, unless different service levels are expressly set forth in the applicable Subscription
Form.
4. Privacy Policy and Data Use. Each Party shall comply with all privacy, data protection, database,
cybersecurity, and information security laws and regulations applicable to it, including, to the extent applicable,
the Israeli Protection of Privacy Law, 5741-1981, the regulations promulgated thereunder, including the
Protection of Privacy Regulations (Data Security), 5777-2017, and any amendment thereto. Customer
acknowledges and agrees to Collection AI’s Privacy Policy, to the extent applicable to the Services.
1. Owner/Manager; Authority to Use Services. Customer represents, warrants, and covenants that Customer is authorized to enter into this Agreement and to utilize the Services for its business purposes, including accounts receivable, collection from Customer’s customers, payment follow-up, customer communications, and related workflows. Customer acknowledges that Collection AI is acting in reliance upon these representations, warranties, and covenants. Customer shall indemnify, defend, and hold harmless Collection AI from any claims and losses arising in connection with a breach of these representations.
2. Amendment. No amendment to this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and signed by an authorized representative of each Party.
3. Assignment. Neither Party shall assign or delegate any duties, obligations, or rights under this Agreement to any person, firm, corporation, or other third party without prior written consent of the other Party. Any assignment made without such consent will be void, except that either Party may assign this Agreement without the other Party’s consent to an Affiliate or to any entity that acquires all or a majority of the assets, capital stock, or business of such Party.
4. Authority and Counterparts. Each Party warrants that it has the authority to enter into this Agreement. This Agreement may be executed in counterparts, each of which is an original and together constitute a single agreement.
5. Construction. Each Party has participated in drafting this Agreement, and it shall not be construed against any Party based on authorship. Headings are for convenience only and shall not affect interpretation. Any provisions surviving termination shall remain in effect. If any provision is deemed invalid, illegal, or unenforceable, it shall be restated or replaced to reflect the original intentions of the Parties as closely as possible without affecting the remainder of the Agreement.
6. Delivery and Execution. Delivery of an executed Agreement, Subscription Form, or related document by electronic mail, PDF, electronic signature platform, or other electronic means constitutes effective execution. Electronic signatures shall be deemed original and have the same force as manual signatures.
7. Entire Agreement. This Agreement, including all Subscription Forms, appendices, schedules, exhibits, the DPA, and documents incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, understandings, proposals, representations, or communications, whether written or oral, relating to its subject matter.
8. Choice of Law; Venue. This Agreement, each Subscription Form, and any dispute, claim, or proceeding arising out of or relating thereto shall be governed by and construed in accordance with the laws of the State of Israel, without regard to conflict of law principles. The competent courts located in Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction over any dispute, claim, or proceeding arising out of or relating to this Agreement, any Subscription Form, or the Services. Any breach of this Agreement may cause irreparable harm for which equitable relief may be sought.
9. Notices. The Parties agree to use electronic mail as the principal method of communication. Notices shall be sent to the email addresses listed in the applicable Subscription Form. Notices regarding breach, termination, legal claims, or indemnification shall also be sent to the legal or executive contact specified in the Subscription Form, if any. If no email is provided, notices shall be sent by certified mail, courier, or other recognized delivery service to the address listed in the Subscription Form.
10. Relationship of the Parties. Collection AI provides the Services as an independent contractor. Collection AI’s employees, contractors, and representatives are not employees of Customer. Collection AI is responsible for its own employee compensation and taxes. This Agreement does not create a partnership, joint venture, agency, fiduciary relationship, franchise, or employment relationship. Customer is free to use non-Collection AI products and services, subject to Customer’s obligations under this Agreement.
11. Waivers. No waiver is effective unless in writing, identified as a waiver, and signed by both Parties. A waiver granted on one occasion does not operate as a waiver for future occasions. Delay or omission in exercising any right does not constitute a waiver of that right.
12. Language. This Agreement and all related documents are drafted in English. The English version shall be the binding version for all purposes. Any Hebrew translation, summary, explanation, or correspondence is provided for convenience only and shall not affect the interpretation of this Agreement.
1. Availability. The Services shall be available ninety-nine percent (99%) of the time (“Availability”), measured monthly, excluding the Exceptions listed below. If Customer requests maintenance or an additional feature, any uptime or downtime calculation will exclude periods affected by such maintenance or feature for the thirty (30) days after launch.
1.1 No downtime or degradation will be included in Availability calculations if caused, in whole or in part, by any of the following (“Exceptions”):
2. Downtime Scheduling. Collection AI will use commercially reasonable efforts to (i) schedule routine maintenance downtime between 12:00 a.m. and 3:00 a.m. Israel time on Sunday through Thursday, or between 8:00 p.m. Friday and 8:00 a.m. Saturday Israel time, and (ii) notify Customer at least forty-eight (48) hours in advance of all such scheduled outages.
3. Technical Support. Collection AI will provide commercially reasonable technical support via email on Israeli business days, Sunday through Thursday, from 9:00 a.m. to 5:00 p.m. Israel time, excluding Israeli public holidays, unless otherwise set forth in the applicable Subscription Form.
4. Support Requests. Customer may initiate a support ticket by emailing support@collection.ai or through any other support channel specified by Collection AI.
5. Response Time. Collection AI will use commercially reasonable efforts to respond to all support tickets within two (2) business days. Response times do not constitute resolution times unless expressly stated in the applicable Subscription Form.