Key Definitions

1. “Our Company” or “We” – Analog Pay LTD, Business ID 516779774, located at Beer-Sheva.
2. “Customer” or “You” – The individual or legal entity entering into this Agreement with Our Company, as named in the Primary Service Agreement.
3. “Primary Service Agreement” – The principal contract agreed upon by both parties, detailing party names and specific terms.
4. “This Agreement” – Collectively refers to the Primary Service Agreement and these accompanying General Terms and Conditions.
5. “The Service Platform” – The [Platform Name or description, e.g., messaging system] provided by Our Company that enables Customers to manage contact lists and send messages across various channels, either manually or automatically.
6. “Connectivity Provider” – A third-party telecommunications provider whose infrastructure is utilized for message delivery via the Service Platform.
7. “Services” – The specific services mutually agreed upon for Our Company to provide to the Customer, granting permission for their use.
8. “Service Use Rights” – The authorization granted to You to access and utilize the Services provided by Our Company.
9. “Pricing and Service Plan” – Encompasses the full scope of Services, the associated costs or rates, and the terms of the specific plan chosen. This plan is part of this Agreement, as detailed in the Primary Service Agreement or any other document outlining rates and/or services, including documented discussions or email exchanges between the parties.

General Terms

1. These General Terms and Conditions are an essential component of This Agreement.
2. By accepting This Agreement, the Customer confirms that they have thoroughly read and understood all its parts and agree to all stated provisions.
3. The Customer acknowledges that the terms of This Agreement may be subject to change based on amendments to applicable laws affecting Our Company.
4. The Customer confirms they have reviewed the features and capabilities of the Services and find them suitable for their requirements in terms of type, description, quality, and functionality. The Customer waives any claims regarding the unsuitability of the Services.
5. The Customer accepts the Service Use Rights granted for Our Company’s Services, subject to all terms and conditions detailed in This Agreement.
6. Our Company reserves the right to transfer any or all of its rights and obligations under This Agreement to a third party without requiring Customer consent. This includes, but is not limited to, the right to assign receivables from the Customer under This Agreement.
7. The Customer may not transfer their rights or obligations under This Agreement to another party without Our Company’s explicit written consent.

Our Services

1. Our Company will deliver the Services as outlined in the Pricing and Service Plan, in compliance with the terms of This Agreement and any additional rules Our Company may establish periodically.
2. Our Company may, from time to time, modify the composition, terms, and features of the Pricing and Service Plan and Services. This may occur due to technological advancements, circumstances affecting Our Company’s suppliers, or changes in legal requirements. Specifically, Our Company may, with prior notification, discontinue or alter the type of service provided or change the underlying technology.
3. The Customer understands that technological services can inherently experience disruptions and malfunctions. Our Company will undertake reasonable efforts to promptly perform necessary repairs to ensure the proper functioning of the Service Platform.
4. The Customer acknowledges that technical issues, including those related to recipients’ devices or their service providers, may prevent certain recipients from receiving messages sent via the Service Platform. Furthermore, Our Company does not guarantee the completeness or accuracy of information within its systems regarding message delivery status or recipient engagement with messages sent through the platform.
5. Our Company may temporarily disable the Service Platform for scheduled maintenance. In such instances, Our Company will endeavor to provide customers with advance notice of the shutdown and maintenance activities.
6. Our Company retains the sole discretion to alter the structure and/or appearance of the Service Platform at any time.
7. Our Company may introduce additional services at its sole discretion.
8. When using Our Company’s Services, the Customer agrees to the following undertakings:
   1. Refrain from any action that could disrupt the proper functioning of Our Company’s Services.
   2. Comply with all applicable laws, including but not limited to regulations concerning the transmission of commercial communications (such as obtaining consent, managing opt-outs, providing legally required information, etc.). The Customer must avoid sending unsolicited messages (spam), harassing Our Company’s systems, message recipients, or any other third party, and adhere to privacy regulations, including data security standards.
   3. Exercise caution to avoid including sensitive personal information or content in messages sent through the Service Platform.
   4. Ensure that each message sent to a recipient clearly and accurately identifies the Customer as the sender.
   5. Not use or permit others to use Our Company’s Services for any illegal purpose, tortious act, infringement of intellectual property rights belonging to Our Company or any third party, violation of another’s privacy rights under any law, breach of contractual obligations, or violation of fiduciary duties.
   6. Act in good faith and in an acceptable manner, refrain from harassing others, make fair use of Our Company’s Services, and avoid abusing them.
   7. Avoid transmitting any message through Our Company’s Services that contains threatening, defamatory, libelous, vulgar, or unlawful content, or content that could give rise to criminal or civil liability.
   8. Not impersonate any person or entity, including representatives, employees, or management of Our Company, or misrepresent their affiliation or relationship with a third party.
   9. Not distribute false or misleading content, or material intended to deceive any person or entity, directly or indirectly.
   10. Not distribute any material containing viruses, malware, or any other computer code designed to gain unauthorized access, damage, disrupt, or limit the functionality (including any use outside of fair and reasonable use of the service) of any computers, servers, hardware, and/or software used by Our Company to provide the Services or by the recipients.
   11. Not distribute links to landing pages, surveys, catalogs, or bots created using Our Company’s systems via mass messaging services provided by parties other than Our Company. The parties agree that tools provided by Our Company for creating web interfaces are exclusively for use within the scope of Our Company’s Services.
   12. Avoid creating links to websites containing pornographic content, content promoting violence, racism, illegal discrimination, or content that is otherwise unlawful or encourages illegal activity.
   13. Not distribute material that constitutes deceptive consumer practices according to applicable consumer protection laws.
   14. Refrain from using any graphic content (images, fonts, etc.) provided by Our Company outside of the Service Platform without Our Company’s prior written permission.
   15. Not send messages to recipients to whom the Customer is legally prohibited from sending marketing communications.
   16. Not use identification information in their messages that is not their own, is likely to mislead recipients, or belongs to a third party who has not granted the Customer permission to use it.
9. The Customer bears sole responsibility for ensuring they possess all necessary legal rights, including intellectual property rights, to send and utilize any content incorporated into their messages, including fonts.
10. Compliance with accessibility laws concerning messages sent by the Customer is the Customer’s exclusive responsibility. The Customer must assess whether Our Company’s Services meet accessibility requirements and the rights of individuals with disabilities.
11. Our Company may restrict or suspend the Customer’s use of its Services, in whole or in part, if the Customer’s usage is deemed unreasonable or if they engage in illegal activities through the Services or violate the terms of This Agreement. Our Company may also remove Customer-stored data, or instruct the removal or modification of recipients on Customer distribution lists, if Our Company believes such data or lists violate the terms of This Agreement.
12. It is clarified that Our Company is not responsible for the creation or quality assessment of recipient lists; this is solely the Customer’s responsibility. Our Company is not obligated to monitor or verify the Customer’s use of its Services for compliance with the law or This Agreement, including message content and format. Our Company is not required to issue warnings for non-compliance; full responsibility in this regard rests with the Customer.
13. The Customer will be liable for any loss, injury, damage, or detriment caused to Our Company, Connectivity Providers, subscribers (recipients), or any third party resulting from any action or omission related to the Service, including in connection with information provided through the Service, or due to any action violating any law or provision of This Agreement. For clarity, the Customer is responsible for the accuracy, reliability, and trustworthiness of the information distributed. The Customer acknowledges that Connectivity Providers bear no responsibility towards the Customer, subscribers, or any third party concerning the services covered by This Agreement.
14. The nature, style, and content of all messages sent using the Service Platform are the exclusive responsibility of the Customer.
15. Our Company may impose limitations on the volume and duration of data retention by the Customer within its systems (including mailing lists, landing pages, surveys, catalogs, bots, and any elements built on Our Company’s systems). Retention may be conditioned on factors like minimal data usage. Our Company may, after providing prior notice to the Customer, delete data stored by the Customer on Our Company’s systems. Regardless, information may be deleted without Customer notification after 7 years from its receipt. Sending a deletion notice to the last email address provided by the Customer will be considered reasonable notification. If this address is inactive, Our Company may delete the data as described, even without actual notification to the Customer.
16. For the avoidance of doubt, handling Customer requests for information, references, approvals, or similar matters concerning the Services may incur a fee determined by Our Company periodically. Our Company may establish usage guidelines for the Services from time to time to align with changes in law or regulation affecting the Services, including those applicable to Connectivity Providers, or based on considerations Our Company deems essential for maintaining service quality, the legitimate interests of all customers, those who opt out of notifications, or Our Company itself.
17. Our Company may periodically implement identification procedures that the Customer must successfully complete to continue using Our Company’s Services. If a Customer fails to complete these identification procedures or cooperate with Our Company in performing identification, Our Company may terminate this agreement with 7 days’ notice.
18. Our Company may, from time to time, establish system access protocols, such as requiring passwords of varying complexity, implementing lockout mechanisms for incorrect entries, or using security questions.
19. The Customer is aware that Our Company and each Connectivity Provider may employ human and/or automated filtering mechanisms within their systems to block messages that do not comply with the terms of This Agreement or additional rules established by Our Company or the Connectivity Provider regarding service usage. The Customer waives any liability claims related to messages blocked by Our Company or the Connectivity Provider through these mechanisms.

System Usage

1. To access and use the Services, the Customer must register within Our Company’s systems and create a personal account. This process will require the Customer to select a password for logging into the system, adhering to rules Our Company may establish periodically.
2. The Customer agrees not to disclose their password to any external party unauthorized to access their personal account. The user is also encouraged to update and change their password periodically.
3. The user declares that the information provided to Our Company for account creation is accurate, current, and complete.
4. Our Company will not be held liable for any issues arising from communication established with someone other than the Customer due to reliance on inaccurate information provided in the system.
5. To utilize certain service levels, such as a WhatsApp interface, the Customer may need to integrate third-party interfaces into their systems. Our Company may offer assistance with this implementation for an additional fee. This assistance might involve screen sharing with the Customer’s representative, potentially exposing information on their screen to Our Company’s representative. Our Company disclaims responsibility for the outcomes of such implementations or their impact on the Customer’s computer and information systems. The Customer must assess these implications before requesting such assistance from Our Company.

Fees and Payments

1. In exchange for the Services, the Customer shall pay Our Company fees in accordance with the Pricing and Service Plan. These fees may include one-time charges, recurring payments, charges based on message volume, or upfront payments for message volume purchases. Fees may also be limited by the number of users authorized to access the Services on behalf of the Customer (collectively referred to as “Usage Fees”).
2. Usage Fees will be calculated based on data recorded in Our Company’s systems, current rates in Our Company’s price list at the time of billing, and the terms specified in the Pricing and Service Plan.
3. Our Company reserves the right, with prior notice to the Customer and at its discretion, to update the rates and terms in the Pricing and Service Plan, including modifying rates for services initially provided without charge.
4. Should new mandatory payments (e.g., taxes, levies, fees) be imposed or existing mandatory payment rates change concerning Our Company’s Services, even if imposed on Our Company, Our Company is entitled to pass these charges on to the Customer.
5. For the avoidance of doubt, Our Company is entitled to the full Usage Fee for the entire billing period, even if there were service interruptions, disruptions, or periods during which the Customer did not utilize the Services.
6. Usage Fees are due by the date specified on the invoices issued to the Customer by Our Company.
7. The Usage Fee specified in a package covers only the services explicitly included and under the terms outlined therein. Any additional service, extension, modification, improvement, or update will incur supplementary charges for the Customer based on Our Company’s price list or a documented agreement (written or verifiable digital means) between the Customer and an authorized representative or digital channel of Our Company.
8. Failure by the Customer to adhere to Our Company’s instructions or the provisions of This Agreement will not exempt the Customer from their obligation to pay Our Company for the Service Use Rights or purchased products.
9. It is explicitly agreed that all messages sent through the Service Platform will be charged for or deducted from prepaid message volumes, including messages that were not received in a timely manner.
10. Disconnection from Our Company’s Services, whether initiated by the Customer or otherwise, does not release the Customer from their payment obligations for products or services purchased from Our Company.

Payment Terms and Conditions

1. The Customer shall make all Usage Fee and other payments due under This Agreement to Our Company using the agreed-upon payment method, on the dates and in the amounts specified in the invoices provided periodically by Our Company.
2. Any payment for which a specific due date is not set in This Agreement is payable immediately upon invoicing. Invoices will specify the due dates. Monthly payments will be due on one of the dates offered by Our Company each month, as chosen within This Agreement or through regular communication with Our Company’s customer service. If no date is chosen, payment is due on the 10th of each month.
3. Our Company may require the Customer to make payments via debit card or other payment methods, and/or provide security or deposits such as a promissory note, bank guarantee, or debit card authorization, to secure payments and/or as a condition for providing all or part of the Services.
4. Any payment not made in full and on time will entitle Our Company to charge interest on arrears and linkage differentials at the maximum rates permissible under applicable law (e.g., the Interest and Linkage Ruling Law, 5721 – 1961). Our Company may also charge the Customer for collection expenses incurred for overdue payments (the “Debt Amount”), provided at least fourteen (14) days have passed since the due date, except in cases of non-payment due to a bank or credit card company’s refusal to process an authorized charge. “Collection expenses” include legal actions taken by Our Company or its representatives to collect the Debt Amount before initiating judicial proceedings.
5. The Customer consents that if Our Company determines an overcharge has occurred, Our Company will refund the overcharged amount by crediting the Customer’s account with Our Company.
6. If the Customer cancels their payment method with Our Company but has not formally notified Our Company of the termination of Service Use Rights, the Customer remains obligated to Our Company and responsible for ensuring a valid payment method is in place.
7. If Customer payments are processed through a third party (e.g., bank, credit card company), the Customer will bear all fees and charges imposed by such third party for transferring payment to Our Company.
8. It is understood that Our Company may use the services of a clearing company to process Customer payments, which are subject to the clearing company’s privacy policy and terms of use. Our Company is not responsible for the clearing company’s activities or their use of credit card details.
9. If credit card or billing details provided by the Customer are incomplete or incorrect, or if there is reasonable suspicion of fraud or deception, Our Company may suspend or decline to initiate the provision of Services.
10. Our Company may set a charge ceiling. If the total Customer charges exceed this ceiling, Our Company may condition the continued provision of its Services on the Customer providing additional payment security and/or immediate payment of the total charges.

Agreement Duration and Service Termination

1. Either party may terminate This Agreement and the provision of Services by providing the other party with at least 10 days’ prior written notice.
2. If termination is initiated by the Customer or for reasons specified herein, Our Company is entitled to the full Usage Fees for the entire billing period, including any periods with service interruptions or disruptions, or periods during which the Customer did not use the Services.
3. Upon termination of Services to the Customer, Our Company is not obligated to back up or retain any content, recipient lists, landing pages, or any other data uploaded by the Customer to its systems.
4. Termination of Services by the Customer, or termination initiated by Our Company due to the Customer’s breach of This Agreement, will not entitle the Customer to any refund, including for payments made for future services or unused service volumes.

Limitation of Our Liability

1. The Services are provided to the Customer on an “As Is” basis. The Customer understands that Our Company makes no express or implied representations or warranties regarding the suitability of the Services for any particular purpose.
2. Our Company is not responsible for: the availability of information or content accessible through the Services, the content, format, reliability, or accuracy of data, the quality of information, any defect in the transmission or content of information, or any discrepancy between data received by the Customer and data recorded in Our Company’s systems. Our Company shall not be liable for any direct or indirect damage, loss, or expenses resulting from any of the aforementioned issues.
3. It is expressly stated that Our Company and its directors shall not be liable for any damages incurred by the Customer arising from: war, fire, natural disasters, floods, power outages, strikes or lockouts, government restrictions, consequential or indirect damages, loss of profits, damage to reputation, computer equipment malfunctions, data loss, or issues related to connecting to or using Our Company’s systems or Services, including disruptions, regardless of any prior notice or warning from the Customer about the possibility of such damages. In any event, the total liability of Our Company and its directors, whether based on contract, tort, or any other legal theory, shall not exceed the average monthly fee actually paid by the Customer for the Services provided by Our Company under This Agreement.
4. It is clarified that the Services rely on third parties (e.g., internet providers, communication operators, transmission providers, data centers, international intermediaries, etc.). Our Company is not responsible for any actions or omissions of these third parties and will not be liable for any resulting damage, loss, or expense.
5. It is clarified that Our Company implements reasonable security measures customary in the industry for data stored in its systems. However, Our Company is not responsible for any damage, loss, or expense caused by unauthorized access to Our Company’s or the Customer’s software, systems, or equipment.
6. The Customer is informed that Our Company does not guarantee the security or backup of information, data, or anything else transmitted through the Services or entered into Our Company’s systems. Our Company is not responsible for the security or backup of such data and will not be liable for any resulting damage, loss, or expense. The Customer is solely responsible for the security, backup, and protection of data contained within their own systems and equipment. Our Company is not liable for damages resulting from exposure to internet content or the distribution of viruses, malware, or malicious files, including damage to the Services or Customer equipment, caused by viruses, malware, etc., originating from the Customer or third parties.
7. Our Company is not responsible for any interaction between the Customer and a third party initiated through the system, nor for the quality of the interaction or any services or products provided by such third party as a result of the interaction created by the Customer’s use of the Service Platform. It is clarified that Our Company and its representatives will not be a party to any transaction concluded between the user and a third party as a result of the Customer’s use of Our Company’s systems and will not be responsible for the outcome of such a transaction.
8. Nothing in this section shall diminish any immunity granted to Our Company under any applicable law.

Customer’s Responsibility

1. The Customer shall be solely responsible for any loss, injury, damage, or detriment caused to Our Company, any of its suppliers, or a third party due to any action or omission related to Our Company’s Services, including concerning information provided through the Service, or due to any action violating any law or provision of This Agreement. For clarity, the Customer shall be responsible for the accuracy, reliability, and trustworthiness of the information they distribute.
2. The Customer agrees to indemnify and/or compensate Our Company, within 10 days of Our Company’s demand, for any expenses incurred and/or any damage or loss suffered by Our Company, including special, indirect, consequential, or apparent damage arising from matters related to the Customer and/or their activities. This includes damages resulting from a breach of This Agreement, sending messages that violate This Agreement, violation of any law, or any expense required of Our Company by the Connectivity Provider related to the Customer. This also covers any demand or claim by a third party related to the Customer or their activities. The indemnification and compensation shall include all expenses, such as attorney’s fees, legal costs, fines, etc. The obligations under this section shall remain in effect even after the termination of This Agreement, even if the expense or damage was incurred or discovered after termination, provided the matter relates to the Customer and/or the Customer’s activity during the term of This Agreement.

Intellectual Property and Confidentiality

1. All intellectual property rights embedded in Our Company’s Services are the exclusive property of Our Company or third parties who have granted Our Company permission for their use. This includes copyrights, patents, designs, names, logos, trademarks (registered or unregistered), trade secrets, and business information. This also covers the technological information involved in operating the Services, including algorithms, methods, systems, databases, graphic designs, applications, graphic files, computer code, written materials, and any other material or information contained therein, including designs and graphics (collectively, the “Intellectual Property”).
2. The Customer undertakes not to use the Intellectual Property in any way, including copying, distributing, publicly displaying or performing, reproducing, marketing, selling, renting, editing, transferring to a third party, altering the design or graphic interface of Our Company, creating derivative works, or making any commercial use of the Intellectual Property or any part thereof, whether independently or through or in collaboration with a third party, without obtaining Our Company’s prior written consent.
3. [Assuming the original cut off here, I will end the section. If there was more content related to confidentiality, it would need to be rewritten similarly.]
4. The Customer’s obligations in this section remain in effect at all times.