Terms and Conditions

Thank you for using Togeder! The following describes the terms and conditions ("Terms") governing your ("you" or "User") access and use of Togeder Learning, Ltd.’s (referred to as the "Company", "Togeder" or "We") proprietary platform accessible on a Software as a Service basis (“Platform”). These Terms represent a legal agreement between you and Togeder. By accessing and using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the full legal authority to bind that entity to these Terms. In such cases, the term 'you' will refer to both you as an individual and the entity you represent. If you do not have such authority, you should not access or use the Platform on behalf of that entity. These Terms supersede the terms and conditions of any purchase order or other documentation used by you and, except for delivery and billing addresses and prices, any conflicting or additional terms are void and have no effect.

These Terms may be updated by us from time to time. Updates may be made for legal, regulatory, or operational reasons, or to reflect changes in the features and functionalities of the Platform. We will notify you of any such update by publishing a new version of these Terms on the Platform. Any modified version of these Terms will have immediate effect, and your continued access to and use of the Platform will be deemed to constitute your acceptance of the modified Terms. We advise You to check for updates on a regular basis. If you disagree with the updated Terms you should refrain from using the Platform and may terminate and delete their account.

1. Platform

• License. Subject to the provisions set forth in these Terms, Togeder will provide you with a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to access and use the Platform. The Platform is intended for internal business use only.
• Scope of Use The scope of your license to use the Platform is limited to the features, usage limits, and permitted functionalities specified in the subscription plan selected by you on Togeder’s website, or as otherwise set out in a written price quote provided to you by Togeder. You may not use the Platform in excess of the permitted scope. To the extent Togeder provides you with a license to the Platform for a trial period, such period will be limited to the term specified by Togeder.
• Account To access and use the Platform, you will be required to register for an account by creating a username and a password. You are responsible for maintaining the confidentiality of your username and password. You agree to notify Togeder immediately upon becoming aware of any breach of security or unauthorized use of your account. You are responsible for all activities or actions that occur under your account, including activities of all users who access or use the Platform through your account. You shall ensure that any such users will comply with these Terms and any Togeder policies. 
• Third Party Features The Platform may contain services, features and functionalities linking you to, or providing you with, certain functionality and access to third party services and content, including using service providers for cloud infrastructure and hosting services. You acknowledge that Togeder is not responsible for such third-party services you have problems resulting from use of any third-party services, or if you suffer data loss or other losses as a result of problems with any other service provider or any third-party services, Togeder will not be responsible unless the problem was the direct result of its actions.

2. AI Tools and Functionalities

• AI Features Some features of the Platform may utilize artificial intelligence (the “AI Features”). Togeder uses a third-party platform to enable the AI Features. If you use the AI Features, you hereby instruct Togeder to process your Data (as defined below) for such purposes. Togeder does not permit third-party providers to use data submitted to the AI Features (“Input”) to train or improve their foundation or large language models. You are solely responsible for the legality, accuracy and quality of the Input, such as for ensuring that your collection, processing, storage and transmission of the Input is compliant with all applicable laws, as well as any and all privacy policies, agreements or other obligations you may maintain or enter into with your clients. You represent and warrant that you obtained, and covenant to maintain all required consents and licenses, and will maintain all ongoing legal bases under relevant privacy laws (if applicable), necessary to provide and make available the Input through the AI Features. You acknowledge and agree you are solely responsible for your use of any output generated by the AI Features (“Output”), including evaluating the accuracy of such Output. In connection with the Output, you acknowledge that: (i) you are not required by law or otherwise to provide any specific Input and that any input is provided on a voluntary basis, and (ii) that Togeder is not responsible for the accuracy, usefulness, safety, or intellectual property rights of, or relating to, such Output. In addition, you acknowledge that the Output is subject to, depends on, and is a function of the Input provided. You acknowledge that any Output may not be unique. Your consent to Togeder’s use, processing, and storage of Input and Output to further develop, enhance, and improve the Services and the AI Features. You agree to provide accurate and complete data for use with the AI Features and not to use the AI Features for any illegal, unethical, or unauthorized purposes. You shall comply with any guidelines or ethical standards provided by Togeder for the use of AI Features.

3. Intellectual Property Rights

• Togeder’s Technology. All intellectual property rights, including copyrights, patents, trademarks and trade secrets in the Platform and any part thereof and any and all derivatives, modifications, enhancements, changes and improvements thereof (the "Togeder Technology") lie exclusively with Togeder. No title to or ownership of any proprietary rights related to the Togeder Technology is transferred to you under these Terms. All rights not explicitly granted to you under these Terms are reserved by Togeder.
• Togeder’s Trademarks All trademarks and all other marks, trade names, service marks, illustrations, images, or logos appearing in connection with the Platform are and shall remain, the exclusive property of Togeder and are subject to the protection granted by applicable law.
• Restrictions You shall not, and you may not allow others to: (i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Togeder Technology, or derive or attempt to create or derive, by reverse engineering or otherwise, the source code of the Platform; (ii) resell, lease, sublicense or distribute the Togeder Technology to any person; (iii) represent that you possess any proprietary interest in the Togeder Technology; (iv) use the name, trademarks, trade-names, and logos of Togeder (v) sub-license your right to access and use the Platform or otherwise provide remote access to the Platform to any third party; and (vi) use the Platform to provide third parties with managed services or provide remote access to the Platform to any person.

4. Data and Privacy

• Privacy By using the Platform, you acknowledge that we may collect, process, and store certain personal and financial information in accordance with our Privacy Policy which is available at Privacy Policy. You hereby represent and warrant that you obtained and will maintain throughout the subscription period all approvals and consents as required under applicable law, including privacy rules for the purpose of collecting and processing such data. Togeder’s use of the AI Tools may involve the transfer of your data to third-party providers for the purpose of delivering services related to the Platfrom, subject to appropriate contractual safeguards and security measures. You represent and warrant that you have obtained all necessary rights and consents from your authorized users and any third-party participants to permit such processing.
• User Data You hereby grant us a limited, non-exclusive license to use, copy and reproduce any materials and data used or uploaded by you to the Platform (“Data”) for the purpose of providing you with related services, to the extent required to perform and improve the functionality of the Platform and to comply with applicable law. You hereby represent and warrant that copying, uploading and use of the Data does not infringe any third-party rights, including intellectual property rights and privacy rights. You acknowledge and agree that we will not be liable for any Data and any use thereof, including, without limitation, for any errors or omissions, or for any infringement of third party's rights, loss or damage of any kind incurred as a result of the use or display of any Data. The Data is and shall remain your property and you shall be responsible for your use thereof. The Platform is not intended to be used as storage, backup or archiving services. It is your responsibility to back up the Data and you are responsible for any lost or unrecoverable Data. You agree that we may collect, and access aggregated, non-personally identifiable information to provide support and maintenance and to improve our products and services, including following termination of the subscription period.

Confidentiality

• Confidentiality. We will maintain the confidentiality of any non-public information disclosed by you in connection with the use of the Platform. We will not disclose your confidential information to third parties, except as required by law or as otherwise permitted herein. The foregoing obligations shall not apply to information that is publicly available, rightfully received from a third party, independently developed without reference to the disclosed information, or required to be disclosed by law, regulation, or court order.

5. Fees

• Fees. In consideration for the access and use of the Platform, you will pay Togeder a subscription fee as set forth in the subscription plan selected by you on Togeder’s website, or as otherwise set out in a written price quote provided to you by Togeder (the "Fees"). Unless otherwise agreed in writing, or as otherwise set forth in a price quote provided to you by Togeder, all Fees shall be paid in advance by credit card through the payment processor designated by Togeder. By providing your credit card information, you authorize Togeder (or its third-party payment processor) to charge your card for the applicable Fees on a recurring basis, in accordance with the billing cycle of your selected plan. All payments are non-refundable, except as expressly stated otherwise in these Terms or required by applicable law.
• Prices. Prices and subscription plans listed on the Togeder’s website are subject to change at any time. Unless otherwise agreed in writing, continued access to and use of the Platform after any such change constitutes your agreement to the updated pricing and terms.
• Over Usage. If your use of the Platform exceeds the capacity or usage metrics set forth in your selected plan or the applicable price quote or otherwise requires the payment of additional fees (per the terms of the plan or applicable price quote), Togeder reserves the right to suspend or restrict your access to the Platform. In such case, Togeder will provide you with written notice of the excess usage and the applicable additional fees. Access to the Platform will be restored upon receipt of payment of the additional fees, in accordance with the pricing and payment terms set forth in your plan or applicable price quote.
• Tax. All amounts payable to Togeder are exclusive of all taxes, levies or similar governmental charges (including value added tax, sales tax), however designated, and any such taxes will be paid by you, except for taxes based on the net income of Togeder Any taxes charged by Togeder and remitted to tax authorities shall be separately stated on any invoices or statement of fees submitted to you.

6. Warranties

• Togeder Warranties.Togeder warrants that the Platform will be provided in a professional and workmanlike manner and will operate substantially in accordance with its published specifications and documentation, subject to scheduled maintenance, updates, and factors beyond Togeder’s reasonable control. Your sole and exclusive remedy for any breach of this warranty will be Togeder’s reasonable efforts to correct the non-conformance or, if correction is not commercially reasonable, to terminate the affected service and provide a pro-rata refund of any prepaid Fees for the period in which the Platform was non-conforming
• Disclaimer of Warranties. EXCEPT AS EXPLICITLY SET FORTH IN THESE TERMS, THE PLATFORM, AND THE OUTPUT ARE PROVIDED IN AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE OR ACCURACY. TOGEDER DOES NOT WARRANT THAT THE PLATFORM, THE AI FEATURES OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE, WITHOUT INTERRUPTION OR THAT IT WILL PRODUCE ACCURATE, RELIABLE, OR SPECIFIC FINANCIAL OUTCOMES.

7. Limitations

• Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL TOGEDER BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT TOGEDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TOGEDER’S MAXIMUM TOTAL AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE FEES PAID BY YOU DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• Terms of Termination. These Terms shall apply for the duration of the subscription period of your selected plan and as set forth in the applicable quote. We reserve the right to terminate or suspend your use of or access to the Platform if you violate these Terms. In such cases, we will provide notice to you where possible. Upon termination or expiration of the subscription term for any reason whatsoever all rights granted to you hereunder shall expire. This document shall survive any expiration or termination of the Agreement. You agree that we may retain Confidential Information as required by law or regulatory requirement or as may be reasonably require for archive purposes or copies of any computer records and files containing Confidential Information which have been created pursuant to automatic archiving and back-up procedures and which are used solely for archival purposes
• Miscellaneous. These Terms set forth the entire agreement between you and Togeder with respect to the access to and use of the Platform and supersedes all other written agreements and discussions concerning thereto. In the case of conflict between these Terms and the Price Quote, these Terms shall prevail. You agree that Togeder may disclose the fact that you are a client of Togeder. During the subscription period you grant Togeder the right to reference your name and logo in marketing materials and on Togeder’s website. The failure of either party to enforce at any time the provisions of these Terms shall not be interpreted to be a waiver of such provisions or of the right of such party to enforce each and every such provision. No waiver or modification of these Terms shall be valid unless in writing signed by each party. These Terms are governed by and construed in accordance with the laws of the State of Israel, without regard to the principles of conflict of laws. Any and all disputes and controversies arising out of or in connection with These Terms shall be brought exclusively before the competent courts in Tel-Aviv. If any provision of These Terms is determined to be void or unenforceable by a court of competent jurisdiction, such clause shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of the Agreement shall not be affected. All notices given under These Terms shall be in writing and shall be deemed to have been duly given: when delivered, if delivered by messenger during normal business hours of the recipient; when sent, if sent by email during normal business hours of the recipient; or on the third business day following posting, if posted by international air mail. You may not assign your rights under These Terms to any third party. Any purported assignment contrary to this section shall be void.

If you have any questions, comments, requests, or concerns related to these Terms, please contact us via the Support URL: https://docs.togeder-ai.com/website/support.html