This Master Service Agreement ("Agreement") is made effective as of the date of acceptance, by and between Eli Hazan (Business Reg. No.: 025639493), doing business as Drillber ("Drillber", "Provider", "we", "us"), a licensed business (Esek Pator) registered under the laws of the State of Israel, and the entity or individual identified during account registration ("Customer", "you").
By creating an account, clicking "I agree," or using the Drillber platform, you agree to be bound by this Agreement. If you are accepting on behalf of a legal entity, you represent that you have authority to bind that entity.
| "Service" | The Drillber SaaS platform, including the web application, API, AI Facilitator, notification service, and all related software hosted at app.drillber.io. |
| "Subscription" | A paid plan (Basic, Pro, or Enterprise) granting the Customer access to the Service for a defined billing period. |
| "Order Form" | A written or electronic document, including the checkout flow on drillber.io, specifying the plan, pricing, and billing cycle agreed by both parties. |
| "Customer Data" | All data uploaded, submitted, or generated by the Customer and its Users through the Service, including exercise scenarios, participant responses, and reports. |
| "User" | Any individual authorized by the Customer to access the Service, including administrators, facilitators, and participants. |
| "AI Credits" | The monthly allocation of AI Facilitator interactions included in the Customer's Subscription plan. |
| "Confidential Information" | Any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the disclosure. |
| "Documentation" | The technical and user documentation for the Service made available at drillber.io/getting-started. |
Subject to the terms of this Agreement and timely payment of fees, Drillber grants the Customer a non-exclusive, non-transferable, limited right to access and use the Service during the Subscription term solely for the Customer's internal business purposes.
Each Subscription plan includes limits on the number of organizations, users, and AI Credits as described on the pricing page. Exceeding a limit may result in the Service being suspended or the Customer being prompted to upgrade.
The Provider may offer a free trial period for the Service. Unless otherwise specified in the UI or Order Form, the trial period shall be thirty (30) days. At the end of the trial, the Customer must provide payment information to continue using the Service. The Provider reserves the right to modify or discontinue trial terms at any time.
Exercise participants access the Service via unique, time-limited links and do not require a Drillber account. The Customer is responsible for all participant activity conducted using links generated from its account.
The Service uses third-party infrastructure including Google Cloud Platform (compute and storage, europe-west1), Anthropic (AI Facilitator), and Paddle (payment processing). Use of the Service constitutes acceptance of those providers' applicable terms.
Technical and account support is provided during the following hours (Israel Standard Time / IDT), in accordance with the Israeli working calendar:
Support requests submitted outside of these hours will be addressed on the next available business day. Drillber observes the Israeli public holiday calendar.
The Customer agrees to pay the fees specified in the Order Form. All fees are in USD unless otherwise stated. Fees are non-refundable except as expressly set out in Section 3.5.
Subscriptions are billed in advance on a monthly or annual basis. Payment is processed automatically via Paddle using the payment method on file. The Customer is responsible for keeping payment information current.
All payments are processed by Paddle, acting as the authorized Merchant of Record. By subscribing, the Customer agrees to Paddle's Checkout Terms. Paddle is responsible for tax collection (VAT/GST/Sales Tax) based on the Customer's jurisdiction and will appear as the merchant on all invoices and credit card statements. The Provider does not issue VAT invoices directly to Customers.
Fees are exclusive of any applicable taxes not collected by Paddle. The Customer is responsible for all additional taxes, levies, and duties imposed by taxing authorities in their jurisdiction.
(a) General Rule: Due to the digital nature of the Services and the immediate access to exercise scenarios and AI facilitation, all fees paid are non-refundable and non-cancellable, except as expressly required by applicable law.
(b) Trial Period: We offer a 30-day free trial to allow Customers to evaluate the platform before committing to a paid subscription. No refunds will be issued for subscriptions started after the trial period.
(c) Technical Failure: In the event of a verified permanent technical failure of the Platform that prevents the execution of a scheduled exercise, and where the Provider is unable to rectify the issue within 7 business days, a pro-rata credit or refund may be issued at the Provider's sole discretion.
(d) Processing by Paddle: All refund requests must be submitted to hello@drillber.io. If approved, the refund will be processed via Paddle, our Merchant of Record, and is subject to Paddle's processing times and terms.
If payment is not received within 10 days of the due date, Drillber may suspend access to the Service. Accounts suspended for non-payment for more than 30 days may be terminated with 7 days' notice.
Drillber may change Subscription fees on 30 days' written notice. Price changes take effect at the start of the next billing cycle following notice.
Drillber retains all right, title, and interest in and to the Service, including all software, algorithms, AI models, system scenario content, reports templates, user interfaces, and related intellectual property. No rights are granted to the Customer other than those expressly stated in this Agreement.
The Customer retains all right, title, and interest in and to Customer Data. The Customer grants Drillber a non-exclusive, worldwide, royalty-free license to host, copy, transmit, and display Customer Data solely as necessary to provide the Service.
If the Customer provides feedback, suggestions, or ideas regarding the Service ("Feedback"), Drillber may use that Feedback without restriction or compensation. Feedback does not constitute Confidential Information.
Drillber may collect and use anonymized, aggregated data derived from Customer use of the Service (e.g., feature usage statistics, performance metrics) to improve the Service, provided such data cannot reasonably be used to identify the Customer or any individual.
Each party agrees to: (a) keep the other party's Confidential Information confidential; (b) use Confidential Information only to exercise rights or perform obligations under this Agreement; and (c) disclose Confidential Information only to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the recipient before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party gives prompt notice where legally permitted.
Confidentiality obligations survive termination of this Agreement for three (3) years, except with respect to trade secrets, which shall remain confidential indefinitely.
For the purposes of applicable data protection law, the Customer is the data controller and Drillber is the data processor in respect of any personal data contained in Customer Data.
Drillber will process personal data only in accordance with the Customer's documented instructions, including as set out in this Agreement, and will not process personal data for any other purpose. Drillber will notify the Customer promptly if it believes an instruction violates applicable law.
Drillber implements appropriate technical and organisational measures to protect personal data, including AES-256-GCM encryption of PII fields at rest, TLS in transit, access controls, and multi-tenant data isolation. Full details are available in the Security Statement.
Drillber may engage sub-processors to assist in delivering the Service. A current list of sub-processors is available at legal@drillber.io on request. Drillber will impose data protection obligations on sub-processors equivalent to those in this Agreement.
Drillber will provide reasonable assistance to the Customer in responding to requests from data subjects exercising rights under applicable data protection law (including GDPR and Israel's Privacy Protection Law).
Drillber will notify the Customer without undue delay, and no later than 72 hours, upon becoming aware of a personal data breach affecting Customer Data.
Upon termination, Drillber will make Customer Data available for export for 30 days, after which it will be securely deleted, except where retention is required by law.
Drillber's Privacy Policy governs the collection and use of data relating to Customer account holders and is incorporated by reference.
Drillber will maintain commercially reasonable administrative, physical, and technical safeguards for the security, confidentiality, and integrity of Customer Data. This includes regular penetration testing, dependency scanning, and vulnerability remediation.
The Customer is responsible for: (a) maintaining the confidentiality of account credentials; (b) ensuring Users comply with this Agreement; (c) promptly notifying Drillber of any unauthorized access or suspected breach; and (d) configuring the Service appropriately for its security requirements.
The Customer may not conduct automated scanning, penetration testing, or security assessments against the Service without prior written approval from Drillber. Submit requests to security@drillber.io.
The Customer agrees not to, and will ensure its Users do not:
Drillber reserves the right to suspend or terminate accounts that violate this section, with or without notice depending on the severity of the violation.
Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; and (b) its performance under this Agreement will not conflict with any other agreement to which it is a party.
Drillber warrants that the Service will perform materially in accordance with the Documentation during the Subscription term. The Customer's sole remedy for breach of this warranty is for Drillber to use commercially reasonable efforts to correct the non-conformity, or if Drillber cannot do so within 30 days, to receive a pro-rata refund of prepaid fees for the affected period, subject in all cases to the liability cap in Section 10.2.
Except as expressly stated in this Agreement, the Service is provided "as is" and "as available." Drillber disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Drillber does not warrant that the Service will be uninterrupted, error-free, or free of harmful components.
The Service utilizes a third-party AI model (Anthropic's Claude). Customer acknowledges that: (a) AI-generated output may be inaccurate, incomplete, or misleading ("Hallucinations"); (b) AI guidance is for simulation and training purposes only and does not constitute professional security, legal, or operational advice; (c) Customer is solely responsible for validating any AI output before implementation or reliance. The Provider shall not be liable for any security incidents, losses, or damages resulting from reliance on AI-generated content.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROVIDER (INCLUDING ITS OWNER PERSONALLY) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR ANY DAMAGES RESULTING FROM CYBER-ATTACKS OR DATA BREACHES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL AGGREGATE LIABILITY OF THE PROVIDER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS (USD $100), WHICHEVER IS LOWER.
AS THE PROVIDER OPERATES AS A SOLE PROPRIETORSHIP (ESEK PATOR), CUSTOMER EXPRESSLY AGREES THAT LIABILITY IS LIMITED TO THE BUSINESS REVENUES AND ASSETS AS DEFINED IN THIS SECTION, AND WAIVES ANY CLAIM AGAINST THE OWNER'S PERSONAL NON-BUSINESS ASSETS BEYOND THE LIMITS STATED ABOVE.
The limitations in Sections 10.1 and 10.2 do not apply to: (a) damages arising from gross negligence or wilful misconduct; (b) a party's breach of confidentiality obligations; or (c) liability that cannot be limited under applicable law.
Drillber will defend the Customer against any third-party claim alleging that the Service (excluding Customer Data and AI-generated content) infringes a third party's intellectual property rights, and will indemnify the Customer for damages finally awarded, subject in all cases to the aggregate liability cap in Section 10.2. This obligation does not apply if the claim arises from: (a) Customer modifications to the Service; (b) use of the Service in combination with products not provided by Drillber; (c) Customer's failure to use updates provided by Drillber; or (d) content generated by the AI Facilitator.
The Customer will defend Drillber against any third-party claim arising out of: (a) Customer Data; (b) the Customer's breach of this Agreement; or (c) the Customer's use of the Service in violation of applicable law. The Customer will indemnify Drillber for damages finally awarded or settlement amounts approved by the Customer.
The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defence and settlement; and (c) provide reasonable assistance. The indemnifying party will not settle any claim in a way that admits liability on behalf of the indemnified party without prior written consent.
This Agreement commences on the date the Customer first accepts it and continues until terminated. Subscriptions renew automatically at the end of each billing period unless cancelled.
The Customer may cancel its Subscription at any time through the billing settings in the Service. Cancellation takes effect at the end of the current billing period. No refunds are issued for partial periods.
Either party may terminate this Agreement immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure within 30 days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.
Upon termination: (a) all access rights granted under this Agreement cease; (b) the Customer must cease all use of the Service; (c) Customer Data will be available for export for 30 days, then deleted; and (d) accrued payment obligations survive termination.
Sections 4 (Intellectual Property), 5 (Confidentiality), 6.7 (Data Deletion), 9.3 (Disclaimer), 9.4 (AI Facilitator Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12.4 (Effect of Termination), 13 (Governing Law), and 14.11 (Heter Iska) survive termination.
This Agreement is governed by the laws of the State of Israel, without regard to its conflict-of-law provisions.
The parties submit to the exclusive jurisdiction of the competent courts located in Tel Aviv, Israel. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.
Before initiating formal proceedings, each party agrees to attempt to resolve any dispute through good-faith negotiation for at least 30 days following written notice of the dispute.
This Agreement, together with any Order Forms, the Privacy Policy, and the Security Statement, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and negotiations.
In the event of a conflict, Order Forms take precedence over this Agreement, which takes precedence over any Documentation or other materials. Notwithstanding the foregoing, the provisions of Sections 9 (Warranties & Disclaimers), 10 (Limitation of Liability), and 11 (Indemnification) shall prevail over any Order Form in all cases.
Drillber may update this Agreement by posting a revised version at drillber.io/msa and notifying the Customer by email at least 30 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance. Material changes to data processing terms require explicit consent.
Neither party may assign this Agreement without the other's prior written consent, except that Drillber may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.
Failure to enforce any provision of this Agreement is not a waiver of the right to enforce it later. Waivers must be in writing to be effective.
If any provision of this Agreement is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable. All other provisions remain in full force.
Neither party is liable for delays or failures in performance caused by circumstances beyond its reasonable control, including natural disasters, government actions, internet outages, third-party infrastructure failures, or unavailability of third-party AI services (including changes to Anthropic's API, models, or usage policies), provided the affected party gives prompt notice and uses reasonable efforts to resume performance.
Legal notices must be in writing and sent to legal@drillber.io (for Drillber) or to the email address on the Customer's account. Notices are deemed received on the next Israeli business day after sending (as defined in Section 2.6).
The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship.
This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement creates any rights in any third party.
All financial transactions and obligations under this Agreement shall be subject to the terms of the Heter Iska as formulated by the Keter Institute for Economics according to Torah (Makhon Keter). Any payment defined as "interest" or "late fees" shall be structured as a profit-sharing arrangement or an investment in accordance with the provisions of said Heter Iska. In the event of any conflict between the terms of this Agreement and the Heter Iska, the terms of the Heter Iska shall prevail regarding the characterization of such payments.