1.1 Parties – These Terms & Conditions (the “Agreement”) are a binding contract between Ben Hadad, ID 300107661, trading as “AssistantLabs”, of Ha’Aniya Arinpura 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 lets businesses build, deploy and operate AI-powered conversational assistants across (i) WhatsApp Business, (ii) Instagram Direct, (iii) Facebook Messenger, (iv) website-embedded chat via a JavaScript/iframe snippet, and (v) LinkedIn, together with the in-app dashboard, unified inbox, CRM, automated and human-assisted follow-ups, analytics, APIs, the “Logos” AI configuration assistant, documentation, support, and any optional integrations or add-ons (collectively, the “Service”).
1.3 Integrations – Optional connections that the Customer chooses to enable between the Service and third-party platforms, which may include Wix, Monday.com, Shopify, WooCommerce, Fireberry, Calendly, Google Calendar, Google Sheets and similar services. Integrations exchange data with the relevant third party only when, and for as long as, the Customer connects them.
1.4 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 Instagram and Messenger, all messages exchanged with a single user within a rolling 24-hour window; (c) for web chat, all messages within a single browser session; and (d) for any other channel, as defined by that channel’s session rules.
1.5 Automated Response / Automated Conversation – A Conversation handled by the AI assistant without human agent involvement. Where a human agent of the Customer sends a message in a Conversation within forty-eight (48) hours of the first end-user message, that Conversation is reclassified as human-involved and is not counted as an Automated Conversation for billing purposes (see Section 5).
1.6 Quota – The number of Automated Conversations included in the Customer’s plan per billing cycle, as published on assistantlabs.io.
1.7 Customer Content – All data, text, files, configuration, contacts and other material that the Customer or its end-users submit to or through the Service.
1.8 AI Providers – The third-party large-language-model providers used to operate the Service, currently OpenAI, Anthropic and Google. AI Output means any content generated by an AI Provider’s models when processing prompts via the Service.
1.9 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.
2.1 Subject to compliance with this Agreement and timely payment of all Fees, AssistantLabs will:
2.2 Add-ons & Integrations – Website rescans, bespoke integrations, additional data synchronisations or other functionality not included in the Customer’s elected plan may require a separate, individually priced order (each, an “Add-On”). Integrations are provided as a convenience; AssistantLabs is not responsible for the availability, accuracy or acts of any third-party platform.
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 service-level commitment, and may be changed or discontinued at any time.
2.4 Modifications to Service – AssistantLabs may modify the Service (including discontinuing any part, channel, Integration or AI Provider, or substituting one AI Provider for another) 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 email notice of any material adverse modification.
3.1 Target Availability – AssistantLabs uses commercially reasonable efforts to keep the Service available and operating. We do not commit to a specific guaranteed uptime percentage and do not offer service credits; availability targets are goals, not binding warranties.
3.2 Dependency on Upstream Providers – The Customer acknowledges that the Service is delivered through a stack of independent providers, each with its own availability that is outside AssistantLabs’ control:
An outage, rate limit, deprecation, policy change or degradation at any of these providers may interrupt or degrade the Service. AssistantLabs is not liable for downtime, errors or data loss caused by an upstream provider, and such events do not constitute a breach of this Agreement.
3.3 Maintenance – We may perform scheduled or emergency maintenance. We will use reasonable efforts to schedule planned maintenance outside peak hours and, where practicable, to give advance notice.
3.4 Exclusions – Availability targets do not apply to Beta Features, free plans, or interruptions caused by the Customer’s configuration, the Customer’s or an end-user’s equipment or connectivity, suspension under this Agreement, or Force Majeure (Section 17).
4.1 Channels – AssistantLabs provides:
4.2 Scope – Support covers questions about configuring and using the Service, troubleshooting, and account or billing matters. Support response targets are objectives, not guarantees, and are measured during Israeli business days (excluding weekends and Israeli public holidays). Support for free plans and Beta Features is provided on a best-effort basis.
4.3 Out of Scope – Support does not include custom development, drafting of assistant content on the Customer’s behalf (beyond what the Logos assistant provides), or the resolution of issues originating at a third-party platform, AI Provider or messaging channel.
5.1 Plans & Prices – Plan names, included Quotas, features, the subscription base price and the per-Automated-Response usage rate are those published on assistantlabs.io. AssistantLabs may update plan offerings or fees with at least fourteen (14) days’ email notice; new fees apply from the next billing cycle.
5.2 Billing Model – Pricing is usage-based. Each billing cycle the Customer pays (a) a fixed monthly subscription base, plus (b) usage charges for Automated Conversations above the plan’s included Quota, charged at the per-Automated-Response rate then published. Automated Conversations are counted as described in Sections 1.5–1.6; Conversations in which a human agent intervenes within forty-eight (48) hours are not billed as Automated Conversations.
5.3 Free Plan – A free plan is available with limited features and a limited Quota of Automated Conversations per month. No credit card is required. AssistantLabs may modify or discontinue the free plan at any time with reasonable notice.
5.4 Free Trial – Paid plans may include a trial period (currently thirty (30) consecutive days) with no subscription charge. A valid credit card may be required on signup; charges begin automatically at the trial’s end unless the Customer cancels via the account portal before that date.
5.5 Billing Cycle, Currency & Taxes – Subscription fees are billed monthly in advance and usage charges are billed in arrears, in Israeli New Shekels (ILS) plus VAT at the applicable statutory rate. Payment is by credit card, processed through our payment processor (Tranzila) via a recurring standing order and one-off usage charges. Except as expressly stated in this Agreement, all Fees are non-refundable and non-cancellable.
5.6 Overage & Quota – When an assistant approaches its included Quota we will notify the account owner. Depending on the Customer’s plan settings, additional Automated Conversations are either charged at the published usage rate or the assistant pauses until the next billing cycle or the Customer upgrades.
5.7 WhatsApp & Channel Fees – Per-conversation, template and other messaging fees charged by Meta or any other channel provider are separate from AssistantLabs’ Fees. Unless expressly stated otherwise in the Customer’s plan, these are the Customer’s responsibility and are payable directly to the relevant provider; the Customer must maintain a valid payment method with that provider to avoid delivery failures.
5.8 AI Usage Fees – AI Provider token/usage costs incurred by the Service in generating Automated Responses are borne by AssistantLabs and included within the Fees, unless otherwise agreed in an Add-On.
5.9 Custom Pricing – AssistantLabs may agree individual pricing, discounts or whitelabel terms with a Customer in writing, which then prevail over the published prices for that Customer.
6.1 Channel Accounts – To use a channel, the Customer must connect its own WhatsApp Business account, Meta/Instagram/Facebook assets, LinkedIn account or website. The Customer is responsible for maintaining those accounts in good standing and for complying with the applicable platform terms and policies, including the WhatsApp Business Messaging Policy, Meta’s Commerce and Platform Policies, and LinkedIn’s terms.
6.2 WhatsApp 24-Hour Window & Templates – WhatsApp permits free-form replies only within a 24-hour customer-service window. Outside that window, messaging requires pre-approved message templates. The Service supports sending approved WhatsApp template messages, including through our marketing-automation provider (Flashy). The Customer is responsible for the content of its templates, for obtaining Meta’s approval, and for any per-message or per-conversation charges Meta applies.
6.3 Consent & Opt-Out – The Customer is solely responsible for obtaining and recording all consents required to message its end-users (including marketing and template messaging consent) and for honouring opt-out requests. The Service provides consent and opt-out fields in the CRM to help the Customer record this; the Customer must use them appropriately and must not send messages to end-users who have opted out or who have not provided the legally required consent.
6.4 Prohibited Messaging – The Customer must not use any channel to send spam, unsolicited bulk messages, or content prohibited by the relevant platform or by Section 8. Platform suspensions or penalties resulting from the Customer’s messaging are the Customer’s responsibility.
The Customer shall not (i) use the Service for unlawful, harmful, defamatory, harassing, hateful, deceptive or spam content; (ii) infringe or misappropriate the intellectual-property, privacy or publicity rights of any person; (iii) reverse-engineer, decompile or attempt to discover the source code or underlying models or algorithms of the Service; (iv) use the Service to build a competing product, or to train or improve any machine-learning model other than the Customer’s own assistant within the Service; (v) circumvent or interfere with Service security, rate limits or usage-counting mechanisms; or (vi) interfere with or disrupt the integrity or performance of the Service or its users. Violations may result in immediate suspension or termination without refund.
9.1 Privacy Policy – Our processing of personal data is described in the AssistantLabs Privacy Policy, which is incorporated into this Agreement by reference.
9.2 Roles – As between the Parties, the Customer is the data controller for end-user personal data processed through the Service, and AssistantLabs acts as data processor on the Customer’s behalf and as controller for account and billing data. The Customer is responsible for providing privacy notices, obtaining required consents, and responding to data-subject requests.
9.3 Hosting & Sub-processors – Customer Content is hosted on Google Cloud Platform and Firebase (Iowa, USA), processed by the AI Providers (OpenAI, Anthropic and Google) to generate responses and configuration, routed through the relevant channel providers (e.g., Meta) for delivery, and processed by Tranzila for payments. Where the Customer enables an Integration, data is also exchanged with that provider (e.g., Wix, Monday.com, Shopify, WooCommerce, Fireberry, Calendly, Google). A current list of sub-processors is set out in the Privacy Policy and available on request.
9.4 Retention – Conversation and contact data persist until deleted by the Customer via the dashboard or by written request. Upon termination, AssistantLabs will delete Customer Content within thirty (30) days of a written request, except where retention is required by law (e.g., billing records).
9.5 Security – AssistantLabs maintains administrative, technical and organisational measures designed to protect Customer Content against accidental or unlawful destruction, loss, alteration, or unauthorised disclosure or access, including encryption in transit and at rest, authenticated access and role-based controls.
9.6 Data Processing Addendum – A GDPR-compliant Data Processing Addendum (DPA) incorporating the EU Standard Contractual Clauses is available for signature upon request. By using the Service, the Customer authorises the international transfer of personal data to the United States and other locations described in the Privacy Policy.
10.1 Ownership – AssistantLabs exclusively owns all right, title and interest in and to the Service, including all software, models’ integrations, prompts, templates, documentation, trademarks and improvements. The Customer retains all right, title and interest in and to Customer Content.
10.2 Licence to Customer – Subject to this Agreement, AssistantLabs grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Service during an active subscription.
10.3 Licence to AssistantLabs – The Customer grants AssistantLabs a worldwide, royalty-free licence to host, process, transmit and display Customer Content and AI Output solely as necessary to provide, secure, support and maintain the Service for the Customer.
10.4 Service Improvement – Aggregated/Anonymized Only – AssistantLabs may use aggregated and de-identified data derived from use of the Service (data that does not identify the Customer, any end-user or any individual) to operate, analyse and improve the Service. AssistantLabs does not use identifiable Customer Content or end-user conversations to train or fine-tune general-purpose AI models. Our AI Providers process Customer Content via their APIs to generate responses and, under their applicable terms, do not use API content to train their models.
10.5 Feedback – If the Customer submits comments, ideas or suggestions regarding the Service (“Feedback”), the Customer grants AssistantLabs a perpetual, irrevocable, worldwide licence to use and incorporate such Feedback without restriction.
10.6 AI Output – As between the Parties, and to the extent permitted by the AI Providers’ terms, AI Output generated for the Customer is owned by the Customer, who remains responsible for it under Section 7.
AssistantLabs may display the Customer’s name and logo on our website and marketing materials as a user of the Service. The Customer may opt out at any time by emailing support@assistantlabs.io; we will remove the reference within ten (10) business days.
12.1 Payment Terms – Subscription Fees are due at the start of each billing cycle; usage charges are due when invoiced.
12.2 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 email notice to the Customer.
13.1 Term – This Agreement commences when the Customer first accepts these Terms (or uses the Service) and continues until cancelled in accordance with this Section.
13.2 Cancellation by Customer – The Customer may cancel at any time via the account portal; the Service remains active until the end of the current paid-up period and will not renew thereafter. Usage charges accrued during the period remain payable.
13.3 Termination by AssistantLabs – AssistantLabs may terminate (i) for convenience with fourteen (14) days’ prior email notice, or (ii) immediately upon material breach (including non-payment) or unlawful use.
13.4 Effect of Termination – Upon termination or expiration, all licences granted hereunder cease, the Customer’s access is disabled, and the provisions identified in Section 26 survive.
14.1 No Warranty – THE SERVICE, AI 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 MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.
14.2 AI-Specific Disclaimer – AI Output is generated by large language models and may be inaccurate, incomplete, offensive or otherwise unsuitable. The 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.
14.3 Third-Party Providers – AssistantLabs is not liable for the acts, omissions, availability, pricing or policy changes of any AI Provider, channel provider, Integration provider or payment processor.
14.4 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.
14.5 Liability Cap – EXCEPT FOR GROSS NEGLIGENCE, WILFUL MISCONDUCT OR AMOUNTS OWED UNDER SECTION 15 (INDEMNIFICATION), EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER TO ASSISTANTLABS IN THE THREE (3) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
The 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) the Customer’s violation of Applicable Law or this Agreement, (ii) Customer Content or AI Output, (iii) the Customer’s messaging of end-users or its consent/opt-out practices, or (iv) the Customer’s use of the Service in breach of Section 8.
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 except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective. These 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 acts of God, natural disasters, strikes, war, terrorism, riots, epidemics, governmental action, power or internet outages, or the unavailability of any AI Provider, Meta, LinkedIn, an Integration provider or other third-party platform.
Neither Party may assign this Agreement without the prior written consent of the other Party, except that AssistantLabs may assign it 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 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 option, propose mediation before litigation; the Customer is not obliged to accept.
AssistantLabs may revise these Terms by posting the updated version on its website and giving the Customer at least fourteen (14) days’ prior email notice. If the Customer continues to use the Service after the effective date, the revised Terms apply. If the Customer objects, its sole remedy is to cancel before the effective date.
The 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 to this Agreement.
This Agreement (including any order forms, the DPA, the Privacy Policy and documents expressly referenced herein) constitutes the entire agreement between the Parties concerning the Service and supersedes all prior understandings. If any provision is held unenforceable, the remaining provisions remain in full force and effect. Failure to enforce any right is not a waiver.
Legal notices must be in writing and delivered by personal delivery, registered mail (return receipt requested) or email with confirmed receipt. Notices to AssistantLabs must be sent to legal@assistantlabs.io. Notices to the Customer will be sent to the primary account-holder email address.
The Customer must comply with all applicable export-control and sanctions laws, including those of the United States, Israel and the European Union, and 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 creates a partnership, joint venture, agency or fiduciary relationship.
Sections 1, 5, 8–10, 12, 14–19, 22–27, 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 or legal@assistantlabs.io.