Terms of Service

Last Updated: May 28, 2026

1. Acceptance of These Terms

These Terms of Service (the "Agreement") govern your access to and use of the ZeKol platform and related services provided by Merhav Technologies (מרחב טכנולוגיות), an Israeli sole proprietorship based in Tel Aviv, Israel — operator of ZeKol ("ZeKol," "we," "us," or "our").

You accept this Agreement and agree to be bound by it when you (a) create a ZeKol account, (b) embed a ZeKol voice-agent script on your website or app, or (c) click "I Agree" (or a similar control). If you accept on behalf of an organization, you confirm that you have authority to bind that organization and its Affiliates (together, "Customer," "you").

If you do not agree to this Agreement, do not access or use the Service.

2. The Service

2.1 What ZeKol Does

ZeKol is a cloud platform that lets a Customer deploy a Hebrew-speaking AI voice agent on its website or app. With the Customer's authorization, ZeKol scans the Customer's public website and processes Customer-provided materials into a knowledge base, then serves a configurable voice agent that answers visitors' questions in real time by transcribing their speech, retrieving relevant knowledge, generating a response, and synthesizing speech (the "Service"). The Service relies on third-party AI and infrastructure providers (see Section 4). ZeKol stores the text transcripts of conversations so the Customer can review them and so ZeKol can operate, secure, and improve the Service; ZeKol does not retain raw audio after it has been processed. Features may evolve; current functionality is described in our documentation.

2.2 Plans and Usage Limits

ZeKol may offer free and paid plans with defined usage limits (for example, by conversation volume, minutes, or sites) and features, as described at sign-up or in our documentation. If you exceed your plan's limits, we may temporarily limit or suspend processing until the next billing period or until you upgrade. The Service is for your internal business purposes and may be used only by individuals you authorize ("Users").

2.3 Ownership

ZeKol retains all right, title, and interest in and to the Service, including its software, interfaces, models integration, designs, and documentation ("ZeKol Materials"). No rights are granted except as expressly stated. You retain ownership of the content you provide and of your configurations ("Customer Content").

2.4 Beta and Pilot Features

Some features may be offered as beta, pilot, or evaluation. They are provided "AS IS," may be changed or withdrawn at any time, and may have reduced or different support and availability.

2.5 Users, Permissions, and Affiliates

You control roles and permissions within your account and are responsible for those settings and for all activity by your Users and Affiliates. You may allow Affiliates to use the Service but remain responsible for their compliance and for all fees. Any claim by an Affiliate must be brought by you. "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.

2.6 Changes to the Service

We may modify the Service over time. During a paid subscription term we will not materially degrade the core functionality of the Service (excluding beta/pilot features) for that term.

3. Acceptable Use

You agree not to, and not to allow anyone to:

• copy, modify, or create derivative works of the Service, or reverse engineer or attempt to extract its source code;
• resell, sublicense, rent, or distribute the Service;
• use the Service to build or train a competing AI product or service;
• upload, generate, or use the Service for illegal, infringing, hateful, harassing, deceptive, or adult content;
• collect or process end-user personal data through the voice agent without the disclosures and, where required, the consents described in Section 10;
• submit, or configure the agent to solicit, special categories of data, children's data (under 16), payment-card numbers, government identifiers, health, genetic, or biometric data, or any category treated as "especially sensitive information" under Israel's PPL (which also covers, among others, location and movement data, financial circumstances, political or religious beliefs, and intimate family matters), unless we have agreed in writing;
• deploy, configure, or point a voice agent at — or have us scan — any domain, website, or brand that you do not own or are not expressly authorized in writing to represent;
• attempt unauthorized access, conduct security or vulnerability testing without our written approval, or circumvent technical controls (including robots directives, framing protections, rate limits, or origin/domain allow-listing).

We may suspend access where use threatens the integrity, security, or operation of the Service.

4. Third-Party Services and Sub-processors

The Service integrates with and relies on third-party providers, including Google LLC / Google Cloud (hosting, database, authentication, and AI models — language model, embeddings, speech-to-text, and text-to-speech), LiveKit (real-time voice infrastructure), and Polar Payments Ltd. (payments). Where enabled for quality or availability, we may also use Microsoft Azure (speech-to-text) or Deepdub (text-to-speech). We are not responsible for the availability or behavior of these providers and disclaim liability arising from them, and you agree to comply with their applicable terms. Our current sub-processor list is set out in the DPA's sub-processor exhibit, and our data-protection commitments are described in the DPA, incorporated under Section 10.11.

5. Fees and Payment

5.1 Fees

Subscription fees ("Fees") are charged according to your selected plan and billing term. Except where required by law, Fees are non-refundable. We may change pricing prospectively; your recurring price for your current plan will not change retroactively during a paid term, and a change applies to (i) new subscribers and (ii) Customers who change plans or capacity after the change.

5.2 Payment

Payments are processed by Polar Payments Ltd., acting as merchant of record, or its sub-processors. By providing billing details you authorize recurring charges until you cancel. We are not responsible for payment-processor errors but may correct obvious billing mistakes.

5.3 Taxes

Fees exclude applicable taxes, which are your responsibility. We will invoice taxes where legally required.

5.4 Non-Payment and Billing Disputes

We may suspend the Service for overdue amounts after reasonable notice, and may retry a failed charge against a stored payment method. You must notify us of any billing dispute within sixty (60) days of the first invoice containing the disputed amount; the parties will work in good faith to resolve it, and undisputed amounts remain due.

6. Term and Termination

This Agreement applies while you maintain an account or use the Service. Either party may terminate on thirty (30) days' written notice if the other materially breaches and fails to cure within that period. On termination: your access and licenses cease; we will delete or return Customer Content and End-User conversation data in accordance with Section 10 and the DPA, on your request or upon account deletion, with deletions propagating from backups within a reasonable period; and we may downgrade a paid plan to a free tier on non-payment or expiry. The sections on Ownership, Acceptable Use, Fees (for amounts accrued), Warranties and Disclaimers, Limitation of Liability, Confidentiality, Data and Privacy, Indemnification, Feedback, and Miscellaneous survive termination.

7. Warranties and Disclaimers

7.1 Customer Warranties

You represent and warrant that: the content you provide or have us scan complies with applicable law and that you have the rights to use and process it; you own or are authorized to represent each domain, website, and brand for which you deploy an agent; and you will provide all required notices and obtain any required consents for End-User data (including notice that conversations are recorded and transcribed — see Section 10.4), and will not submit prohibited or sensitive data without our written agreement.

7.2 Service Disclaimer

THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEKOL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI-GENERATED RESPONSES MAY BE INACCURATE OR INCOMPLETE AND MUST NOT BE TREATED AS FACTUAL OR AS PROFESSIONAL ADVICE (INCLUDING LEGAL, FINANCIAL, REAL-ESTATE, OR MEDICAL ADVICE). YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING OUTPUTS BEFORE RELYING ON OR DISPLAYING THEM.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEKOL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. ZEKOL'S TOTAL LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES YOU PAID IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. THESE LIMITS DO NOT REDUCE YOUR PAYMENT OBLIGATIONS.

9. Confidentiality

Each party will protect the other's confidential information with reasonable care and use it only to perform under this Agreement. Confidential information excludes information that is or becomes public through no fault of the receiving party, is independently developed, or is lawfully obtained elsewhere. Either party may disclose confidential information where legally required, after notifying the other where permitted.

10. Data and Privacy

10.1 Roles

For End-User interactions with voice agents you deploy ("End Users"), you are the data controller and ZeKol is the data processor. For ZeKol's own account, billing, security-log, and platform-telemetry data, ZeKol acts as an independent controller.

10.2 Privacy Policy

The ZeKol Privacy Policy describes our controller processing of account and usage data and provides further detail on our security measures and sub-processors. Nothing in this Agreement makes ZeKol the controller of End-User conversation data processed on your behalf.

10.3 End-User Data (Processor)

ZeKol processes End-User conversation transcripts and the technical metadata needed to operate the Service (for example, masked IP address, approximate location, browser/device and OS information, timestamps, and session/request identifiers) solely on your documented instructions and under the DPA — to deliver responses, maintain conversation history for you, provide analytics, ensure reliability and security, and prevent abuse. ZeKol does not use End-User data to train foundation or general-purpose AI models, and does not sell it or share it for cross-context behavioral advertising.

10.4 In-Widget Notice and Consent

Because the voice agent records and transcribes End-User speech and requests microphone access, ZeKol provides a configurable in-widget notice that you can edit and link to your own privacy policy, and that you may set to require explicit consent. As the controller, you are responsible for determining and presenting the disclosures and consents required by applicable law for your audience. You must not disable a notice required to make your deployment lawful.

10.5 Retention and Deletion

ZeKol retains End-User conversation transcripts for as long as your account and the relevant site are active and as needed for the purposes above. ZeKol does not apply an automatic time-based deletion schedule by default. On your written request, on account closure, or on termination, ZeKol will delete or de-identify the relevant data, unless retention is required by law; deletions are applied to active systems promptly and propagate from backups within a reasonable period. ZeKol may introduce self-serve retention and deletion controls in the future and will document them when available.

10.6 Security

ZeKol maintains technical and organizational measures appropriate to the risk, including encryption in transit and at rest, role-based access controls, tenant isolation, logging and monitoring, rate limiting, and origin/domain allow-listing, as further described in the DPA. No system is completely secure, and ZeKol cannot guarantee absolute protection.

10.7 International Transfers

Data may be processed in Israel, the European Union, the United States, and other regions where ZeKol or its sub-processors operate. Where required, the parties incorporate the EU Standard Contractual Clauses (Commission Decision 2021/914) and the UK International Data Transfer Addendum, as described in the DPA.

10.8 Aggregated and De-identified Data

ZeKol may create and use de-identified, aggregated metrics (not reasonably linkable to an identified or identifiable person) to operate, secure, maintain, and improve the Service and to demonstrate its performance, including in confidential investor communications. ZeKol will not share raw transcripts or personal data for these purposes.

10.9 Sub-processors

ZeKol may use sub-processors to provide the Service and imposes data-protection terms on them substantially similar to this Agreement and the DPA, remaining responsible for their performance. ZeKol maintains a sub-processor list and, where legally required, will give notice of material changes and allow reasonable objections.

10.10 Your Responsibilities

You control how you deploy the Service and, as controller for End-User data, determine your own disclosures and consents under applicable law. Nothing in this Agreement shifts controller status to ZeKol for End-User data.

10.11 Data Processing Addendum

To the extent you submit or process Personal Data via the Service, the ZeKol Data Processing Addendum (DPA) — available at https://zekol.io/legal/dpa or on request, and including the EU SCCs and UK Addendum where applicable — is incorporated by reference into this Agreement.

10.12 Service Data

ZeKol may collect and create data relating to the provision, performance, and operation of the Service (e.g., technical logs and usage metrics). To the extent such data is de-identified and aggregated and not reasonably linkable to a person, ZeKol may use it to operate, secure, maintain, and improve the Service and to demonstrate performance. ZeKol will not identify you or disclose your raw transcripts for these purposes.

11. AI Outputs

The Service generates responses using AI models. Outputs may contain errors or bias and must not be treated as factual or as professional advice. ZeKol does not review or endorse specific AI-generated content, and you are responsible for moderation and for compliance on your own properties.

12. Publicity

With your prior written consent, ZeKol may reference your name and logo in marketing materials and client listings. You may withdraw that consent by written notice.

13. Force Majeure

ZeKol is not liable for delay or failure caused by events beyond its reasonable control, including power or network failures, third-party provider outages, strikes, natural disasters, or government action.

14. Governing Law and Venue

This Agreement is governed by the laws of the State of Israel, without regard to conflict-of-law rules. The competent courts of Tel Aviv-Yafo have exclusive jurisdiction over any dispute, except where the SCCs or UK Addendum require otherwise for a specific transfer.

15. Notices

Notices to ZeKol must be sent by email to zekol.agents@gmail.com. Notices to you will be sent to the email associated with your account. Notices are deemed delivered on the next business day after sending.

16. Miscellaneous

This Agreement, together with the DPA and Privacy Policy, is the entire agreement between the parties and supersedes prior discussions. The parties are independent contractors; this Agreement creates no partnership, joint venture, agency, or fiduciary relationship, and there are no third-party beneficiaries. We may update this Agreement by posting a new version with thirty (30) days' notice. Neither party may assign this Agreement without the other's written consent, except ZeKol may assign it in connection with a merger or sale of its business. If any provision is held invalid, the remainder remains in effect. No waiver is effective unless in writing. The English version of this Agreement prevails over any translation. Order of precedence: (1) the EU SCCs and UK Addendum (where applicable); (2) the DPA; (3) this Agreement; (4) the ZeKol Privacy Policy.

17. Indemnification

You will indemnify, defend, and hold harmless ZeKol and its Affiliates and their officers, employees, and agents from third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your content, configurations, or use of the Service in violation of this Agreement or law; (b) your failure to comply with laws applicable to your deployment, including required notices and consents for End-User data; (c) submission of prohibited or sensitive data; (d) infringement or misappropriation arising from your content; or (e) your deployment of an agent for any domain, website, or brand you do not own or are not authorized to represent. We will promptly notify you of any such claim and cooperate at your expense, and you will not settle a claim in a way that imposes obligations on us without our prior written consent.

18. Feedback

If you give us feedback, suggestions, or ideas about the Service ("Feedback"), you grant ZeKol a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate the Feedback into its products and services, without obligation, provided we will not publicly attribute it to you without your consent.

Contact

Merhav Technologies (operator of ZeKol) Tel Aviv, Israel Email: zekol.agents@gmail.com