1.1 Parties – These Terms & Conditions (the “Agreement”) are a binding contract between Ben Hadad, ID 300107661, trading as “AssistantLabs”, of האניה ארינפורה 8, Netanya, Israel (“AssistantLabs,” “we,” “our,” “us”) and the entity or individual that accepts them (“Customer,” “you,” “your”).
1.2 Service – AssistantLabs’ proprietary, cloud‑based platform that enables (i) AI‑powered assistants on WhatsApp Business and (ii) website‑embedded chatbots delivered via JavaScript/iframe snippet, together with related dashboards, APIs, analytics, documentation, support and any optional add‑ons (collectively, the “Service”).
1.3 Conversation – An interaction measured per assistant: (a) for WhatsApp, all messages exchanged with a single phone number within a rolling 24‑hour window; (b) for web‑chat, all messages sent within a single browser session.
1.4 Quota – The maximum number of Conversations permitted per assistant in any billing cycle, irrespective of channel.
1.5 Customer Content – All data, text, files and other material you or your end‑users submit to or through the Service.
1.6 OpenAI Output – Any text or other content generated by OpenAI models when processing Customer prompts via the Service.
1.7 Applicable Law – All laws and regulations of (i) the State of Israel and (ii) any other jurisdiction that applies to the Parties’ activities under this Agreement.
Subject to timely payment of all Fees, AssistantLabs will:
2.2 Add‑ons & Integrations – Any ongoing website rescans, bespoke integrations, data synchronisations or other functionality not expressly included in the Customer’s elected plan require a separate, individually priced order (each, an “Add‑On”).
2.3 Beta Features – AssistantLabs may offer pre‑release or beta functionality (“Beta Features”) at its sole discretion. Beta Features are provided as‑is without any warranty or SLA and may be discontinued at any time. Customer understands that Beta Features are experimental and assumes all associated risks.
2.4 Modifications to Service – AssistantLabs may modify the Service (including discontinuing any part) provided that the core functionality of the Customer’s active plan is not materially degraded. Where practicable, we will give at least fourteen (14) days’ prior e‑mail notice of any material modification.
3.1 Plans & Prices – Plan names, quotas, features and fees are those published on assistantlabs.io. Plans may be single‑channel (WhatsApp only), website‑only or multi‑channel. AssistantLabs may update plan offerings or fees with at least fourteen (14) days’ e‑mail notice; new fees apply from the next billing cycle.
3.2 Free Trial – Thirty (30) consecutive days with no subscription charge. A valid credit card is required on signup; charges begin automatically at the trial’s end unless Customer cancels via the account portal before that date.
3.3 Billing Cycle & Taxes – Subscription fees (the “Fees”) are billed monthly, in advance, in Israeli New Shekels (ILS) plus 17 % VAT. Payment is by credit card only. Except as expressly stated in this Agreement, all Fees are non‑refundable and non‑cancellable.
3.4 Overage – When an assistant reaches ninety percent (90 %) of its Quota, we will e‑mail the account owner. If the Quota is exceeded and no upgrade occurs, the assistant will automatically pause until (a) the next billing cycle begins or (b) Customer upgrades the plan.
3.5 WhatsApp Conversation Fees – All per‑conversation charges imposed by Meta are payable directly by Customer to Meta. Customer must maintain a valid payment method with Meta to avoid delivery failures.
3.6 OpenAI Usage Fees – OpenAI token usage incurred by the Service is borne by AssistantLabs and included within the subscription Fees, unless otherwise agreed in an Add‑On.
Customer shall not (i) use the Service for unlawful, harmful, defamatory, harassing, hateful or spam content; (ii) infringe or misappropriate intellectual‑property, privacy or publicity rights of any person; (iii) reverse‑engineer, decompile or otherwise attempt to discover the source code or underlying algorithms of the Service; (iv) circumvent or interfere with Service security or usage‑counting mechanisms; or (v) interfere with or disrupt the integrity or performance of the Service or its users. Violations may result in immediate suspension or termination without refund.
6.1 Hosting & Sub‑processors – Customer Content is stored on Google Cloud Platform (US) and routed through OpenAI LLC (USA) and Meta Platforms Ireland Ltd. A current list of sub‑processors is available on request.
6.2 Retention – Chat data persists until deleted by Customer via the dashboard or by written request. Upon account termination, AssistantLabs may retain or delete data at its discretion, but will delete within thirty (30) days of a written request unless legally required to retain.
6.3 Security Measures – AssistantLabs maintains administrative, technical and organisational measures designed to protect Customer Content against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
6.4 Data Processing Addendum – A GDPR‑compliant Data Processing Addendum (DPA) that incorporates the EU Standard Contractual Clauses is available for signature upon request. By using the Service, Customer authorises the international transfer of personal data to the United States.
7.1 Ownership – AssistantLabs exclusively owns all right, title and interest in and to the Service, including all software, SDKs, templates, documentation, trademarks and improvements.
7.2 Licence to Customer – Subject to this Agreement, AssistantLabs grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable and revocable licence to access and use the Service during an active subscription.
7.3 Licence to AssistantLabs – Customer grants AssistantLabs a worldwide, royalty‑free licence to host, process, transmit, display and otherwise use Customer Content and OpenAI Output as necessary to provide, secure and improve the Service (including for analytics, model fine‑tuning and feature development).
7.4 Feedback – If Customer chooses to submit comments, ideas or suggestions regarding the Service (“Feedback”), Customer grants AssistantLabs a perpetual, irrevocable, worldwide licence to use and incorporate such Feedback without restriction.
AssistantLabs may display Customer’s name and logo on our website and marketing materials as a user of the Service. Customer may opt out at any time by e‑mailing support@assistantlabs.io; we will remove the reference within ten (10) business days.
9.1 Payment Terms – Fees are due on the first calendar day of each billing cycle.
9.2 Late Payment – If any charge is rejected or unpaid for seven (7) days, AssistantLabs may suspend the Service until full payment is received, following at least one prior e‑mail notice to Customer.
10.1 Term – This Agreement commences on the date Customer first clicks to accept the Terms (or uses the Service) and continues until cancelled in accordance with this Section 10.
10.2 Cancellation by Customer – Customer may cancel the subscription at any time via the account portal; the Service will remain active until the end of the current paid‑up period and will not renew thereafter.
10.3 Termination by AssistantLabs – AssistantLabs may terminate (i) for any reason with fourteen (14) days’ prior e‑mail notice, or (ii) immediately upon material breach (including non‑payment) or illegal use.
10.4 Effect of Termination – Upon termination or expiration, all licences granted hereunder immediately cease, Customer’s access to the Service will be disabled, and Sections 1, 3.3, 5–7, 9, 11–15, 17–26 shall survive.
11.1 No Warranty – THE SERVICE, OPENAI OUTPUT AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASSISTANTLABS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR‑FREE.
11.2 AI‑Specific Disclaimer – OpenAI Output is generated by large language models and may be inaccurate, offensive or otherwise unsuitable. Customer is solely responsible for verifying the accuracy and appropriateness of all assistant responses before relying on them. The Service is not a substitute for professional advice.
11.3 Indirect Damages – NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, NOR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.4 Liability Cap – EXCEPT FOR GROSS NEGLIGENCE, WILFUL MISCONDUCT OR AMOUNTS OWED UNDER SECTION 12 (INDEMNIFICATION), EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO ASSISTANTLABS IN THE THREE (3) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
Customer will defend, indemnify and hold harmless AssistantLabs and its directors, officers, employees and affiliates from and against any third‑party claim, demand, loss or damage (including reasonable legal fees) arising from (i) Customer’s violation of Applicable Law or this Agreement, (ii) Customer Content or OpenAI Output, or (iii) Customer’s use of the Service in breach of Section 5.
Each Party agrees to protect the other Party’s non‑public business, technical or financial information disclosed in connection with the Service (“Confidential Information”) with at least the same degree of care it uses to protect its own similar information (and no less than reasonable care). Confidential Information may be used only to perform obligations or exercise rights under this Agreement and must not be disclosed to any third party except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective. The foregoing obligations survive for five (5) years after disclosure.
Neither Party will be liable for delay or failure to perform due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, war, terrorism, riots, epidemics, governmental action, power or internet outages, or the unavailability of the OpenAI or Meta platforms.
Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that AssistantLabs may assign this Agreement without consent (i) to an affiliate, or (ii) in connection with a merger, acquisition or sale of substantially all of its assets.
This Agreement is governed by, and will be construed in accordance with, the laws of the State of Israel, excluding its conflict‑of‑laws principles. The competent courts located in Tel‑Aviv shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. AssistantLabs may, at its sole option, propose mediation before litigation; Customer is not obliged to accept.
AssistantLabs may revise these Terms by posting the updated version on its website and providing Customer at least fourteen (14) days’ prior e‑mail notice. If Customer continues to use the Service after the effective date, the revised Terms will apply. If Customer objects to the changes, its sole remedy is to cancel the subscription before the effective date.
Customer represents that its signatory (a) is at least eighteen (18) years old and (b) has full legal power and authority to bind the Customer entity to this Agreement.
This Agreement (including any order forms, the DPA and documents expressly referenced herein) constitutes the entire agreement between the Parties concerning the Service and supersedes all prior or contemporaneous understandings. If any provision is held unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce any right is not a waiver.
All legal notices must be in writing and delivered by (i) personal delivery, (ii) registered mail (return receipt requested) or (iii) e‑mail with confirmed receipt. Notices to AssistantLabs must be sent to legal@assistantlabs.io. Notices to Customer will be sent to the primary account‑holder e‑mail address.
Customer must comply with all applicable export‑control and sanctions laws, including those of the United States, Israel and the European Union. Customer represents that it is not located in, and will not use the Service from, any jurisdiction subject to comprehensive sanctions and is not listed on any government restricted‑party list.
The Parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, agency or fiduciary relationship between the Parties.
Sections 1, 3.3, 5–7, 9, 11–15, 17–23, and any other provisions that by their nature should survive, will survive termination or expiration of this Agreement.
Questions regarding the Service or this Agreement may be sent to support@assistantlabs.io.