Effective Date: 5 August 2025
Welcome to Imagine LMS ("Imagine LMS", "Service", "we", "our", or "us"). These Terms of Service ("Terms") constitute a legally binding agreement between Shavivim Ltd. (the operator of Imagine LMS) and the entity or individual ("you" or "User") who accesses or uses our learning‑management software, websites, mobile applications, API endpoints, AI‑powered features, and related services (collectively, the "Services"). By registering an account, integrating our APIs, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by any policies referenced herein, including our Privacy Policy, Acceptable Use Policy, and Data Processing Addendum ("Policies").
If you do not accept these Terms, do not access or use the Services.
"Account" means the primary means through which you access the Services.
"AI Output" means text, audio, video, or other content that is generated by AI models integrated into the Service.
"Content" means any data, text, files, documents, graphics, audio, video, or other material posted, stored, or otherwise made available through the Services, including User Content and AI Output.
"Google User Data" means any data obtained via Google API Services subject to the Google API Services User Data Policy (developers.google.com).
"Institution" means a school, university, or other organization that has subscribed to Imagine LMS to administer courses.
"Student Data" means personal data that relates to a resident of a K‑12 or higher‑education institution and that is (a) directly provided by the Institution; or (b) collected by Imagine LMS in the course of providing the Service.
"User Content" means Content submitted, uploaded, or provided to the Service by Users, including Student Data.
"You" includes (i) the natural person accepting these Terms on their own behalf, or (ii) the business, Institution, or other legal entity for which such person accepts these Terms.
2.1 Age and Authority. You must be at least 16 years old (or the applicable age of digital consent in your jurisdiction) to create an Account. If you are entering into these Terms on behalf of an Institution, company, or other legal entity, you represent that you have the authority to bind such entity.
2.2 Accuracy of Account Information. You agree to provide accurate, complete, and current information and to keep it updated. You are responsible for safeguarding your login credentials.
3.1 Core LMS Features. Imagine LMS provides course and user management, content hosting, automated assessment, analytic dashboards, and integrations with third‑party tools.
3.2 AI‑Powered Functionality. The Services include generative‑AI features that can automatically transcribe rich media, create quizzes, draft summaries, recommend content, and otherwise process data using large‑language models (LLMs). AI Output is probabilistic and may be inaccurate or offensive; you must review AI Output before relying on it.
3.3 Beta and Preview Features. From time to time we may offer features identified as alpha, beta, preview, pilot, or similar. Such features are provided "AS IS" without warranty.
4.1 Google API Services (Limited Use). If you enable an integration that uses Google APIs (e.g., Google Drive, Classroom, Calendar), use of Google User Data is subject to the Google APIs Terms of Service (developers.google.com) and the Google API Services User Data Policy (collectively, the "Google Policies"). We only use such data to provide or improve core functionality visible to the user, do not transfer it to third parties except as allowed by the Google Policies, and do not use it for advertising or other unrelated purposes (the "Limited Use Requirements") (developers.google.com).
Not Affiliated with Google. Imagine LMS is independent of, and not endorsed by, Google LLC.
4.2 Other Third‑Party Platforms. The Services may integrate with services provided by Zoom, AssemblyAI, OpenAI, and others. Your use of those providers is governed by their respective terms and privacy policies, and we are not responsible for their acts or omissions.
5.1 Compliance. You will comply with these Terms, the Policies, and all applicable laws, including export control, sanctions, child‑protection, privacy, and accessibility regulations.
5.2 Prohibited Conduct. You will not:
6.1 Ownership. Except for the rights expressly granted herein, you retain all rights in your User Content. By uploading User Content, you grant us a worldwide, non‑exclusive, royalty‑free license to host, reproduce, process, and display such Content for the purpose of operating and improving the Service.
6.2 AI Output. Subject to your compliance with these Terms and to any applicable third‑party rights, we hereby assign to you our rights (if any) in the AI Output generated specifically for you. You acknowledge that AI Output may be similar to content generated for others and that it is your responsibility to review AI Output for accuracy and compliance.
6.3 Feedback. You may provide feedback or suggestions about the Service. We may use such feedback without restriction.
7.1 Subscriptions. Access to certain features requires payment of subscription fees or AI‑credit packs, as described on our order form or pricing page.
7.2 Invoicing and Taxes. Unless otherwise specified, fees are billed annually in advance and are exclusive of VAT, GST, or other applicable taxes. You are responsible for all such taxes.
7.3 Late Payments and Suspension. Unpaid amounts may accrue interest at 1.5 % per month (or the maximum allowed by law). We may suspend Services for material past‑due balances.
8.1 Privacy Policy. Our Privacy Policy explains how we collect, use, and share personal data. It forms part of these Terms.
8.2 Student Data. To the extent you provide Student Data subject to the U.S. Family Educational Rights and Privacy Act ("FERPA") or similar laws, we agree to act as a "school official" with "legitimate educational interest" and will implement safeguards consistent with FERPA.
8.3 Children Under 13. We do not knowingly collect personal information from children under 13 except as permitted under the U.S. Children’s Online Privacy Protection Act ("COPPA") with verifiable parental or school consent.
8.4 International Transfers. If you are located in the EEA, UK, or Switzerland, we rely on Standard Contractual Clauses for data transfers outside the EEA.
8.5 Security Measures. We maintain administrative, technical, and physical controls designed to protect data, including encryption in transit and at rest, access controls, and regular security assessments.
8.6 Security Assessments for Restricted Google Scopes. If your Institution authorizes Imagine LMS to access Google restricted scopes (e.g., full Drive access), you acknowledge that Google may require an annual third‑party security assessment, and you agree to cooperate with any reasonable requests needed to complete such assessment (developers.google.com).
Each party agrees to protect the other party’s Confidential Information with reasonable care and to use it only for the purposes allowed under these Terms.
THE SERVICES AND AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR‑FREE OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL IMAGINE LMS, ITS AFFILIATES, OR SUPPLIERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUES, PROFITS, DATA, OR GOODWILL, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY EXCEED THE FEES PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE CLAIM.
You shall defend, indemnify, and hold harmless Imagine LMS, its officers, and employees from any claims, damages, or expenses arising out of (a) your breach of these Terms, (b) your User Content, or (c) your violation of any law or third‑party right.
We may suspend or terminate your access if you materially breach these Terms and fail to cure within 15 days after written notice. Upon termination, your license to use the Services ceases, and Sections 6, 9‑12, 15‑22 survive.
We may modify the Services or these Terms to reflect changes in technology, law, or business operations. If we make material changes, we will provide notice via the Service or email at least 30 days in advance. Continued use indicates acceptance of the updated Terms.
These Terms are governed by the laws of the State of Israel, without regard to conflict‑of‑law principles. Any dispute arising under these Terms will be resolved exclusively in the courts located in Tel Aviv‑Yafo.
Before initiating litigation, the parties agree to attempt to resolve any dispute by good‑faith negotiation. If unresolved within 30 days, the dispute shall be finally settled by binding arbitration under the ICC Rules, with one arbitrator, in Tel Aviv‑Yafo, and conducted in English. The decision shall be final and may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court to protect its intellectual‑property or Confidential Information.
You are solely responsible for ensuring that your use of the Services complies with all applicable laws, including export control, sanctions, FERPA, COPPA, GDPR, LGPD, and any laws governing biometric, health, or other sensitive data. You shall not upload or process data that is subject to heightened regulatory protection (e.g., HIPAA PHI) unless we have entered into a separate written agreement with you.
All notices under these Terms must be in writing and delivered by (a) personal delivery, (b) registered mail (return receipt requested), or (c) email with confirmation of receipt to the addresses set out below, or to such other address as a party may designate:
Imagine LMS – Shavivim Ltd. c/o Legal Department HaArba'a 6, Tel Aviv 6473906, Israel legal@imaginelms.ai
You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
If any provision is found unenforceable, the remaining provisions will continue in full force. Our failure to enforce any provision is not a waiver of our right to enforce it later.
Neither party is liable for delays or failures due to events beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, labor strikes, or utility failures.
These Terms, together with the Policies and any applicable Order Form, constitute the entire agreement between the parties and supersede all prior agreements.
If you have questions about these Terms, please contact us at support@imaginelms.ai.
© 2025 Shavivim Ltd. All rights reserved.