Terms of Use

1.1 These terms of use ("Terms") apply to all use of the platform, website, application programming interfaces (APIs), and all digital services (together: "Service") of Nivision Data Ltd., Company ID 517203170 ("Nivision" or "Company").

1.2 Access to or use of the Service, including logging into the system, uploading data, or viewing reports, constitutes full acceptance of these Terms. If you do not agree, you may not use the Service.

1.3 Key definitions in these Terms:

• "Platform": Nivision's cloud system for conversation analysis, including transcription modules, AI analysis, reports, dashboards, and the administration area.

• "Client": The legal entity that has entered into a commercial agreement with Nivision to receive the Service.

• "User": Any person who receives access to the Service on behalf of the Client, including representatives, team managers, system administrators, and other roles.

• "Input Data": Any information the Client provides to Nivision for processing, including call recordings, metadata, CRM data, and representative details.

• "Outputs": Any output produced by the Service: transcriptions, analyses, scores, reports, alerts, and business insights.

2.1 Under the Service, Nivision collects call recordings from the Client (via Webhook connection, API, or manual upload), transcribes them, analyzes them using artificial intelligence, and produces reports, scores, and business insights, all in full Hebrew. Nivision performs all processing, analysis, and production; the Client's role is limited to providing Input Data and configuring the Service to its needs.

2.2 Service capabilities include, without limitation: automatic transcription, speaker identification, sentiment and engagement analysis, tracking adherence to sales scripts, identification of objections and buying signals, representative and call scoring, daily/weekly/monthly performance reports, quality control, customer voice analysis, conversation funnel and drop-off analysis, regulatory and compliance monitoring, competitor analysis, executive dashboard and strategic overview, custom dashboards, gold-call library, failure library, representative training and development modules, AI customer profiles, smart alerts, AI chat interface, and any additional capability added to the Platform.

2.3 The Service is under continuous development and its capabilities are updated and upgraded on an ongoing basis. The Company reserves the right to change, add, upgrade, or remove capabilities at any time, provided that the core Service purchased by the Client is not materially impaired. Reasonable advance notice will be given for material changes.

3.1 Access to the Platform is via login credentials (username and password) issued and provided by Nivision to the Client. These credentials are personal and confidential, and the Client undertakes not to disclose them to any unauthorized party.

3.2 The User is solely responsible for keeping login credentials confidential. Any action performed through their account will be deemed to have been performed by them or with their authorization.

3.3 The User must notify the Company immediately if they become aware of unauthorized access to their account or suspected compromise of account security.

3.4 The Company implements Role-Based Access Control (RBAC). Each User receives permissions according to their role: Representative - access to their calls and personal performance data; Team Manager - access to all representatives in their team, performance reports, training and comparison tools; System Administrator - access to all organizational data, system settings, user and configuration management; Super Admin - full permissions including account management, billing, and security settings. The Client is responsible for assigning the appropriate permission level to each User.

4.1 The Company grants the User a limited, non-exclusive, non-transferable, revocable license to use the Service solely for the Client's internal business purposes and in accordance with the commercial agreement. All rights in the Platform, including source code, algorithms, models, interfaces, designs (current and future), logo, trade name, documentation, processing methodologies, ideas, features, developments, improvements, configurations, and any derivative work, are and shall remain the exclusive property of Nivision. Nothing in these Terms grants the Client or User any right in the Company's intellectual property other than the limited license described here.

4.2 The Client undertakes not to perform, and not to allow any third party to perform, the following:

• Use of the Service for any unlawful purpose or in violation of Israeli law.

• Reverse engineering, disassembly, source code reconstruction, disclosure of algorithms, or imitation of the Service mechanisms.

• Hacking, penetration attempts, or any action intended to circumvent or disrupt security mechanisms.

• Claiming ownership of the Service, removing trade marks, copyright notices, or other intellectual property notices.

• Uploading content that infringes third-party rights, including intellectual property, privacy, or trade secrets.

• Transferring access, permissions, or login credentials to any unauthorized party.

• Copying, replicating, developing, or offering a similar product based on information, insights, or services to which the Client was exposed under this agreement.

5.1 All rights in the Platform, the Service, and any derivative work, including algorithms, models, code, interfaces, designs, logo, features, improvements, methodologies, and documentation, belong to Nivision only. The Client may use the Outputs (reports, insights, scores) for its internal purposes only.

5.2 Input Data provided by the Client to Nivision remains owned by the Client, subject to the Company's right to process it solely for providing the Service.

5.3 The Service or its outputs may not be copied, reproduced, distributed, sold, rented, made available to the public, or used to create derivative works without prior written approval from Nivision.

6.1 Use of the Service is subject to subscription fees or usage-based payment as set out in the commercial agreement between the parties.

6.2 The Company may update pricing at the end of the current engagement period and will notify the Client at least 30 days in advance.

6.3 Failure to pay on time may result in suspension of access to the Service, without prejudice to the Company's right to collect the debt by any lawful means.

7.1 The Service is provided "AS IS". The Company will use commercially reasonable efforts to maintain high availability but does not guarantee uninterrupted, fault-free availability. In the event of a planned, scheduled system outage, Nivision will notify clients at least seven (7) days in advance and will specify the reason for the outage, the actions to be performed, and the estimated duration.

7.2 The Company is not responsible for faults, delays, or interruptions arising from the Client's systems, telecommunications providers, internet connectivity, or third-party services outside its control.

7.3 In no event shall the Company be liable for indirect, consequential, special, or punitive damages, including loss of profits, damage to reputation, loss of data, loss of customers, business interruption, or any indirect damage.

7.4 The Company's total liability for direct damages, for any cause, is limited to the amount paid by the Client to the Company in the three (3) months preceding the event that caused the damage.

7.5 The Company does not warrant the accuracy of transcriptions, analyses, or scores produced by the Service. These are decision-support tools and not a substitute for professional judgment.

8.1 Either party may terminate the engagement with written notice (email or WhatsApp) of 30 business days in advance, unless otherwise agreed in the commercial agreement.

8.2 During the notice period the Service will continue as usual, and billing will be according to actual usage.

8.3 Upon termination, the Client's connection will be disconnected, and their data (including recordings, transcriptions, and reports) will be retained for 30 additional days only, unless otherwise expressly agreed in writing in the commercial agreement.

8.4 The Company may suspend or terminate User access immediately in the event of material breach of these Terms, misuse, security risk, or unlawful activity.

9.1 The Company may update these Terms from time to time. Material changes will be announced on the website or sent directly to clients.

9.2 Continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If the Client does not agree, it may terminate the engagement in accordance with section 8.

10.1 The Company shall not be liable for delay or failure to perform its obligations due to circumstances beyond its reasonable control, including natural disasters, war, cyber attacks, cloud provider outages, sharp regulatory changes, pandemics, or any other force majeure event.

11.1 These Terms shall be governed solely by the laws of the State of Israel.

11.2 Exclusive jurisdiction over any dispute arising from these Terms or from use of the Service shall lie with the competent courts in the Tel Aviv district.

12.1 For any question regarding these Terms of Use, please contact:

• Email: [email protected]

• Website: nivision.ai

• Nivision Data Ltd., Company ID 517203170.