Terms of Service

These terms and conditions (“Terms”) govern all use by you (“Customer”, “You” or “Your”) of the Website (as defined below), including any content and products available on or through it, and of the Service (as defined below), and form part of the legally binding Agreement (as defined below) between Customer and Emcie Co Ltd. (“Emcie”, “Company” or “We”).

Your access to and/or use of the Service or Website are deemed Your acceptance, without modification, of all of the terms and conditions contained herein (including in the Privacy Policy, AI Terms, Service Credit Terms and Data Processing Addendum), and of all of the procedures and specifications (including those set forth in the Documentation) that may be published from time to time by Company with relation to the Service or the Website (collectively, the “Agreement”).

The Agreement is between You and Company, and You are required to read and accept it before creating an Account (as defined below) and/or using the Service. By creating an Account, accessing and/or using the Service, You are accepting the Agreement on behalf of yourself (if You are an individual) or of the company or any other organization that You represent, and - as applicable - You agree to become bound by the Agreement or You represent and warrant that You have full authority to bind the company or organization that You represent to the Agreement. If You do not agree as aforesaid, or are not authorized as aforesaid, You may not access or use the Service, and You must refrain from creating an Account.

1. Definitions.

1.1 “Service” – means Company’s software-as-a-service (SaaS) business platform provided on top of the Parlant solution, for optimization of results through use of large language models (LLMs) and small language models (SLMs), the commercial details and other specifications of which are provided in the Agreement and/or in the Documentation.

1.2 “Website” – means Company’s website (at: emcie.co), which provides information about the Company and the Service, and enables customer to subscribe for the Service.

1.3 “Authorized User” – means anyone authorized on behalf of Customer to use and access the Service.

1.4 “End User” – means a customer of Customer, with respect to whom Customer uses the Service.

1.5 “Parlant” – means Company’s open-source AI engine which enables organizations to define AI agent behavior.

1.6 “Account” – means the account for the Service, opened by Customer through the Website, except if rejected by Company.

1.7 “Input” – means a message digitally received by Company’s systems from Customer through the Service Interface, with relation to and for provision of the Service thereupon.

1.8 “Output” – means a message digitally sent by Company’s systems to Customer through the Service Interface, which is the outcome of the Service provided upon the applicable Input.

1.9 “Service Interface” – means the interface digitally connecting between Company’s systems and Customer’s systems, through which data is transmitted between them within the Service.

1.10 “Company Technology” – means the technology owned and/or licensed by Company, upon which the Service is created and provided from time to time.

1.11 “Customer Data” – means any information and materials made available by the Customer and/or anyone on its behalf in connection with the Account and Service, or submitted by them to the Service in connection with use thereof, whether as part of an Input or otherwise. Customer Data does not include data related to Service usage, information about Company’s business contacts within Customer’s organization and information about Authorized Users.

1.12 “Intellectual Property” – means any intellectual property existing from time to time under any applicable law, rule or regulation, including any patent, patent application, work of authorship, copyright, trademark, service mark, trade secret, know-how, documentation, drawing, scheme, idea, design, concept, technique, methodology, process, invention, discovery, publicity right, privacy right, moral right, and any renewal, modification, update, derivative and variation of the foregoing, to the extent applicable.

1.13 “Documentation Portal” – means Company’s webpage containing information for customers about the Service, use thereof, access thereto and pricing therefor, located at: https://docs.emcie.co.

1.14 “Documentation” – means the information provided by Company on the Documentation Portal, which information is deemed part of the Agreement.

2. Service Access and Use.

2.1 Subject to Customer’s compliance with the requirements for the Service and with the Agreement, Company grants Customer, once Customer opened an Account and for as long as the Account remains active, a non-transferable, non-exclusive, revocable right to access and use the Service pursuant and subject to the terms and conditions of the Agreement and the Documentation, solely for Customer’s personal or internal business purpose aligned with the Service capabilities as set forth in the Documentation.

2.2 Subject to Company’s specific consent, at its sole discretion, Customer’s engagement with Company for the right to access and use the Service may be pursuant to executing an order form, instead of the standard joining the Service through the Website. If such executed order form determines any term or condition that is in conflict with a term or provision of the Agreement – the applicable term or provision of the order form shall prevail.

2.3 The Service and any Input and Output may only be used in compliance with all applicable laws, rules and regulations, and for legitimate purposes.

2.4 Customer must not, and shall not allow any third party, including Authorized Users, to: (i) reproduce, duplicate, copy, sell, resell or sublicense the Service and/or Company Technology in whole or part; (ii) reverse engineer, decompile or otherwise seek to obtain the source code, object code, underlying algorithms or non-public APIs to Company Technology; (iii) violate or attempt to circumvent any security measures within the Company Technology; (iv) interfere with the Service or Company Technology in a way that could damage, disable or overburden Company’s systems, security or services; (v) introduce onto, or transmit via, the Service or Company Technology any disruptive computer program code, virus, worm, Trojan horse or the like; or (vi) use the Service, Company Technology or any Input or Output in an unlawful manner, in a manner which may damage Company or its reputation, or otherwise in breach of the Agreement.

2.5 By creating an Account and/or using the Service You represent that You are at least 18 years old, and that You are competent to enter into and accept the Agreement, either on Your own behalf or on behalf of the organization which You represent.

2.6 When creating an Account, Customer must provide information that is accurate and complete. Customer must keep the Account information secure at all times, and remains solely liable for any failure to do so. Failure to comply with the foregoing constitutes a breach by Customer of the Agreement, and may result in immediate termination of the Account.

2.7 Customer acknowledges that the Service utilizes third party software, services and/or tools, including AI models, that are subject to third party terms and conditions (“Third Party Provider” and “Third Party Tools”, respectively). Customer understands and accepts that when a Third Party Tool is used, such use is deemed agreement to the applicable terms and conditions of such Third Party Provider, and that Customer’s access and/or use of a Third Party Tool are governed by this Agreement and the relevant terms and conditions of such Third Party Provider.

2.8 Company shall not be responsible for any downtime or inoperability of the Service if such is caused due to any of the following: (i) Customer’s misuse of the Service or violation of the Agreement; (ii) failure of Customer’s internet connectivity; (iii) Customer’s failure to meet any minimum technical requirements prescribed by Company; (iv) Service failure caused by any unauthorized modification by Customer in the interfaces with the Service; or (v) failure or delay caused by any Third Party Provider.

2.9 Customer acknowledges that notices to be provided by Company to it, as required under these Terms, shall be sent to Customer’s email address (that was provided upon opening the Account, or replaced thereafter), and therefore Customer agrees to regularly review its inbox for notices from Company (and ensure such are not regarded as spam).

3. Customer Responsibilities.

3.1 Without derogating from other provisions of the Agreement, Customer is responsible for: (i) obtaining, maintaining and securing any equipment and ancillary services needed in order to connect to, access and use the Service, including hardware, software, operating systems and the like; (ii) complying with these Terms and the Agreement in full; (iii) giving all notices to, and obtaining any rights, permissions and consents from its End Users or others that are necessary for Customer’s lawful use of the Service and for the processing of Customer Data contemplated by the Agreement; (iv) responding to and resolving any dispute between Customer and an End User related to or based on Customer Data and/or processing thereof in connection with Customer’s use of the Service; (v) complying with all applicable laws and regulations; (vi) notifying Company immediately of any unauthorized use of Customer’s log-in details or Account, and of any other known or suspected security breach; and (vii) immediately reporting to Company, and using reasonable efforts to immediately stop, any prohibited use and/or action with relation to the Service.

3.2 Customer is also responsible for all Inputs, and represents and warrants that it has all rights and permissions required to provide the Inputs. Customer is also responsible for all use of the Outputs and for evaluating the accuracy and appropriateness of Outputs for Customer’s uses.

3.3 Customer undertakes and is responsible to ensure that each Authorized User is bound by and complies with all of the applicable provisions of the Agreement. Customer will at all times be and remain liable for (i) the conduct by any Authorized User with relation to the Service and compliance with Customer’s obligations and undertakings under the Agreement; (ii) any act or omission by any Authorized User which, if performed or omitted by Customer, would be a breach of the Agreement.

4. Payment for Service Credits; Usage entitlement.

4.1 Service Credits: Payment for the Service is made in advance, through purchase of service credits (“Service Credits”), in accordance with and subject to the Service Credit Terms which are incorporated by reference into the Agreement.

4.2 Usage Entitlement:

a) The Service usage entitlements granted by the Service Credits are determined per the specific Service model elected by Customer with respect to the relevant Input, and the rate limits of such model. Details of the offered Service models and the rate limits thereunder are provided in the Documentation.

b) Company reserves the right to at any time amend the offered Service models and applicable rate limits, including cancellation of a Service model. Company shall notify Customer thereof.

c) In case of cancellation of a Service model, or amendment thereof resulting in decreased usage entitlements, Company’s notice thereof to Customer shall be provided in advance, and if Customer does not update their Service model election until the date stated for the change’s entrance into effect – then Company shall at its sole discretion transfer Customer to another Service model which is nearest in similarity to the cancelled/amended model. Where the amendment to a Service model does not result in decreased usage entitlements, the amendment shall enter into effect immediately upon Company’s notice.

5. Modification

Company may modify any feature, method and/or capability of the Service and of Company Technology at any time. Where Company determines, in its sole and reasonable discretion, that the modification is material and/or that Customer should become aware of it, Company shall notify Customer thereof and - where reasonably needed - in advance.

6. Feedback

By submitting any feedback or suggestions regarding the Service, Customer grants Company an unlimited, irrevocable, perpetual, transferable, royalty-free license to use such feedback or suggestion for any purpose, at Company’s sole discretion.

7. Maintenance

7.1 The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by Third Party Providers, but Company shall use reasonable efforts to provide advance written notice of any scheduled Service disruption.

7.2 Customer grants Company the non-exclusive right to collect, aggregate and analyze data related to usage of the Service, and to use it for developing, operating and improving the Service and other Company offerings.

8. Intellectual Property Ownership.

8.1 All rights, title, and interest in and to the Service, the Website, Company Technology and Company’s Intellectual Property are hereby reserved by Company, its affiliates or licensors, as applicable. All rights, title, and interest in and to Customer’s Intellectual Property, are hereby reserved by Customer. Nothing in the Agreement shall transfer ownership of any Intellectual Property right from one party to the other and/or from Company to any Authorized User or End User. Without derogating from the generality of the foregoing, except as expressly set forth in the Agreement, Customer retains all ownership rights in Inputs and receives the rights in Outputs.

8.2 With respect to its Intellectual Property, Customer grants Company only the limited rights that are necessary for Company to provide the Service and enforce the Agreement. This limited permission extends also to Third Party Providers, including subprocessors.

8.3 Customer acknowledges that given the nature of the Service and of artificial intelligence and machine learning technologies (used for provision of the Service) generally, an Output may not be unique, and other users may receive similar content from Company’s services.

9. Customer Data; Data processing.

9.1 As between Customer and Company, Customer owns all right, title, and interest in and to the Customer Data, subject to Company’s rights under the Agreement.

9.2 Company shall implement and maintain technical, organizational and physical measures to protect the confidentiality and integrity of Customer Data when in Company’s possession, custody or control.

9.3 Customer acknowledges and agrees that when Customer Data includes personal data, the terms of Company’s Data Processing Addendum, which is incorporated by reference into the Agreement, shall apply with respect to processing thereof.

9.4 Customer grants Company a worldwide, non-sublicensable, non-transferrable (except to a permitted assignee of Company), non-exclusive right to access, use, process, adapt, transmit and export the Customer Data (i) to provide, develop, and improve the Service, (ii) to comply with applicable laws and regulations, (iii) to perform Company’s obligations under the Agreement, and to enforce the Agreement, (iv) to prevent or address security, support and technical issues.

9.5 Company reserves the right to take appropriate action, including suspending or disabling access to the Service, if it suspects and/or receives notice of an alleged infringement or violation of applicable laws with relation to Customer Data.

10. AI Features; Training of AI and language models.

10.1 Certain features within the Service use artificial intelligence and/or machine learning technologies (collectively, “AI Features”). Use of the AI Features is subject to the AI Terms, which are incorporated by reference into the Agreement.

10.2 For optimal provision of services by Company, with broader benefits and advanced capabilities, Company uses data received from its customers, after it undergoes anonymization, for training, retraining, fine-tuning and/or using for output enhancement of AI models, and particularly (but not only) small language models (SLMs) (collectively, “Training”).

10.3 Certain Training is intended to serve Company’s various customers (not only Customer) within the scope of Company’s services to them, improving the results they obtain under the Service; such Training is optional and will apply to anonymized Customer Data only if Customer allows it (“Optional Training”). Customer is given the option, per its discretion, to allow or disallow Company to perform such Optional Training using anonymized Customer Data; After creating an Account, when first wanting to use the Service, Customer will be invited to opt-in to or opt-out of permitting Company to perform Optional Training using Customer Data after it had undergone anonymization. Customer may at any time change its choice of opt-in to or opt-out of giving Company such permission, by a new selection thereof under Customer’s profile preferences accessed via the Account.

10.4 Training is performed in accordance with the provisions of the Data Processing Addendum.

10.5 For any query concerning Training and Optional Training please contact Company at: [email protected]

11. Privacy Policy.

11.1 Customer acknowledges and agrees that Company will use any personal information that it may collect or obtain in connection with the Service - in accordance with Company’s Privacy Policy, which is incorporated by reference into the Agreement (“Privacy Policy”).

11.2 Subject to the Privacy Policy, Company reserves the right to access, read and disclose any information it obtains in connection with the Service, as it reasonably believes necessary to: (i) satisfy any requirement by applicable law, regulation or competent authority, (ii) enforce the Agreement, (iii) detect or prevent fraud or security, (v) respond to any support request, and/or (vi) protect the rights, property or safety of Company or its customers.

12. Confidentiality.

In this Section:

“Discloser” means the party providing or allowing access to its Confidential Information.

“Recipient” means the party receiving or being granted access to Discloser’s Confidential Information.

“Confidential Information” means all information and/or data of proprietary or confidential nature, whether written, oral or visual, in any form or media, that is commercial, financial or technical, including Intellectual Property, methods, ideas, algorithms, software code, forecasts and security reports, whether related to Company’s current or future products or services. Confidential Information does not include any information or data that Recipient can demonstrate (i) was generally available to the public at the time of disclosure; (ii) was in its possession or known by it without restriction prior to receipt from Discloser; (iii) was rightfully disclosed to it without restriction by a third party; or (iv) was independently developed without the use of any Confidential Information of Discloser.

12.2 Except as permitted under these Terms, Recipient shall not: (i) disclose Discloser’s Confidential Information to any third party except Recipient’s employees, consultants and representatives who have a need to know it to enable Recipient to exercise its rights or perform its obligations under the Agreement, provided that they are subject to confidentiality and non-disclosure obligations no less stringent than those required hereunder, and provided that Recipient remains liable for their acts and omissions with respect to Discloser’s Confidential Information; (ii) use Discloser’s Confidential Information for any purpose other than exercising its rights or performing its obligations under the Agreement.

12.3 Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential Information to the limited extent required: (i) to comply with the order or requirement of a competent court or other governmental or regulatory body, or as otherwise necessary to comply with applicable law, provided that Recipient shall provide Discloser prompt written notice of such court order or requirement to enable Discloser to seek a protective order or otherwise prevent or restrict such disclosure, and provided that Recipient shall limit the disclosure to the minimum extent required; or (ii) to establish Recipient’s rights under the Agreement, including by making a court filing.

13. Term, Termination and Suspension.

13.1 The Agreement becomes effective upon Customer when Customer opens an Account, and remains in effect until the Account ceases to be active for any reason whatsoever.

13.2 Company may terminate or suspend Customer’s use of the Service and/or Account at any time if Company believes, in its sole and absolute discretion, that Customer is using the Service in a manner that may cause harm to Company or that is in breach of the Agreement. Company will use reasonable efforts to notify Customer before such suspension but may do so without prior notice to the extent reasonably necessary. After such suspension, Company will cooperate with Customer to promptly restore access to the Service once it verifies Customer has resolved the condition requiring suspension.

13.3 Company may terminate the Service and/or Account at any time, without prior notice or liability, if Company is required to do so by law.

13.4 Provisions of the Agreement which by their nature should survive termination thereof shall survive termination, including ownership provisions, warranty disclaimers, indemnity and limitations of liability.

14. No Warranties.

14.1 THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR ACCESSING AND USING THE SERVICE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OF AND FITNESS FOR A PARTICULAR PURPOSE.

14.2 COMPANY, ITS AFFILIATES AND ITS THIRD PARTY PROVIDERS SHALL NOT BE HELD LIABLE FOR: (I) THE ACCURACY OF THE OUTPUTS AND/OR ANY DATA CONTAINED THEREIN OR OMITTED THEREFROM, AND (II) ANY BUSINESS CONDUCTED OR LOST, OR ANY OTHER ACTION OR INACTION BY CUSTOMER, ITS CUSTOMERS OR OTHER PARTIES WITH WHOM CUSTOMER DOES BUSINESS, EVEN IF IN RELATION TO OR RELIANCE UPON, IN WHOLE OR IN PART, THE SERVICE.

14.3 THOUGH COMPANY USES COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN A HIGH LEVEL OF SERVICE AVAILABILITY, IT DOES NOT WARRANT THAT THE SERVICE OR WEBSITE WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, THAT THEY WILL BE CONSTANTLY ACCESSIBLE OR THAT DEFECTS WILL BE CORRECTED. COMPANY ALSO DOES NOT WARRANT THAT THE SERVICE OR WEBSITE, INCLUDING INFORMATION TRANSMITTED THEREUNDER, WILL BE FREE FROM VIRUSES OR OTHER HARMFUL CODE OR INTRUSIONS.

14.4 NO WARRANTY IS GIVEN REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE SERVICE OR OF THE OUTPUTS.

15. Limitation of Liability.

15.1 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY SHALL NOT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING LOST REVENUE OR PROFITS, BUSINESS INTERUPTION, LOSS OF DATA, GOODWILL, REPUTATION OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATING TO THE AGREEMENT, THE SERVICE OR THE WEBSITE, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN THEM.

15.2 IN NO EVENT SHALL COMPANY’S TOTAL, AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN ANY MANNER RELATING TO THE AGREEMENT, NOTWITHSTANDING THE FORM IN WHICH ANY ACTION IS BROUGHT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE LIABILITY FIRST AROSE OR A SUM OF 1,000 (ONE THOUSAND) USD – WHICHEVER IS LOWER.

15.3 IN NO EVENT WILL ANY ACTION BE BROUGHT AGAINST COMPANY MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION HAS OCCURED.

16. Indemnification.

Customer agrees to indemnify, defend and hold Company and its affiliates and Third Party Providers harmless from and against any liabilities, damages and costs (including reasonable attorneys’ and other professional advisors’ fees) payable to a third party arising out of a legal proceedings filed by a third party and related to: (a) use of the Service and/or Website in violation of the Agreement or applicable law; and/or (b) Customer Data.

17. Governing Law; Exclusive Jurisdiction.

The Agreement shall be governed and construed in accordance with the laws of the State of Israel, without regard to its conflict of law provisions. The courts of Tel-Aviv, Israel shall have exclusive jurisdiction over all disputes and proceedings arising from or related to the Agreement and the use of the Service and/or Website.

18. Customer Reference.

Customer hereby permits Company to use Customer’s name and logo in order to identify Customer as Company’s customer and/or as a subscriber of the Service, on the Website, marketing materials, PR announcements and otherwise.

19. General.

19.1 Entire agreement: The Agreement constitutes the entire and exclusive agreement between Company and Customer regarding access to and use of the Service and the Website.

19.2 No waiver: No delay or failure by Company to enforce any right or power under the Agreement will be considered a waiver thereof.

19.3 Severability: Unenforceable provisions will be modified to make them enforceable, reflecting to the nearest extent possible the original intention, and the remaining provisions of the Agreement will remain in full effect.

19.4 Assignment: The Agreement and any right granted to Customer pursuant to it may not be assigned by Customer without Company’s prior written consent. Company may, without notice or Customer consent, assign the Agreement to any entity controlled by, controlling or under same control as Company, or to a purchaser of its assets or activity. The Agreement is binding upon the parties and their respective successors and permitted assigns.

19.5 Independent contractors: Company and Customer are not legal partners, but independent contractors.

19.6 Force Majeure: In no event shall Company be liable to Customer, or be deemed to have breached the Agreement, for failure or delay in performing any of its obligations under the Agreement, if and to the extent caused by any circumstance beyond Company’s reasonable control, including: acts of God, epidemic, war, terror threat or act, riot or other civil unrest, government action, national or regional emergency, strike or other industrial disturbance.

19.7 Modification: These Terms, as well as any other document constituting part of the Agreement, may be modified by Company from time to time, in whole or in part, by posting an updated version of the relevant document/s on the Website. Customer is responsible for regularly reviewing the most current version of the documents constituting part of the Agreement. When any such document is modified - Company will update the “Last Updated” date stated on it. By continuing to use the Service after the effective date of any modification to any document constituting part of the Agreement, Customer will be deemed to have accepted such modification.

19.8 No third party rights: Except if otherwise expressly stated, the Agreement does not confer any right or benefit on any third party.

19.9 When used in these Terms, the word “including” is construed to mean without limitation or a list that is not limited to what is listed, unless otherwise expressly stated.

If You have any questions about the Agreement, please contact us at: [email protected]

Last Updated: January 05, 2026