This Agreement is made between Generative Ltd. (hereinafter: the “Company”) and the Customer (as defined below), and governs the use of the Gentrix Platform (hereinafter: the “Platform”), which provides the Service, as defined below. By electronically signing the Agreement (or by online confirmation through the Platform), the Customer confirms that they have read and understood all its terms and agrees to them, including the Privacy Policy, the Service Level Agreement (SLA), and the Data Processing Agreement (DPA) detailed herein, all of which form an integral part of the Agreement. This Agreement is drafted in masculine form for convenience only and refers equally to all genders. Where the Agreement is in singular form, it also implies the plural, and vice versa.
1. Definitions 1.1. “Service” – The Gentrix Platform provided as a SaaS service that enables the Customer to build and operate AI Agents using external models. The Service may be provided in a multi-tenant configuration, in a private tenant environment, or as an on-premises installation, as detailed in this Agreement.
1.2. “Company” – Generative Ltd., including its affiliates, employees, and representatives.
1.3. “Customer” – The legal entity signing the Agreement and using the Service for business purposes only, including employees/subcontractors of such legal entity who are authorized and granted access to the Platform (“Customer Users”). The Customer declares that it is a corporation or legal entity capable of entering into this Agreement, that it uses and will use the Service solely for business purposes, and that the person approving the Agreement is legally authorized to bind the Customer.
1.4. “Customer Content” – All input and output obtained through the Service from the AI Agents. “Input” means any information, data, content, text files, or other material entered into the Platform by the Customer or its Users. “Output” refers to the content generated by the AI models in response to the Input.
1.5. “Personal Data” – Any information relating to an identified or identifiable natural person, as defined by the GDPR or equivalent terms under applicable law. Personal Data may be included in Customer Content or Customer User data (e.g., login account details).
1.6. “External Models” – Third-party AI models and services integrated by the Company to provide AI functionality (e.g., Open AI’s GPT, Anthropos’s Claude, Google’s Gemini, etc.). These models operate in accordance with their own terms of use and policies, subject to the terms of this Agreement. 1.7. “Confidential Information” – As defined in Section 5.6 below. 1.8. “Business Days” – Days when banks in Israel are open and not legally required to close. 1.9. “DPA” – The Data Processing Agreement, as detailed in Section 3.4 below. 1.10. “GDPR” – The EU General Data Protection Regulation (Regulation (EU) 2016/679). 1.11. “SLA” – The Service Level Agreement, as detailed in Section 4 below. Other terms in this Agreement shall be interpreted in accordance with their context and applicable law.
2. Terms of Service
2.1. License to Use the Service: Subject to the terms of this Agreement and payment in full of the agreed consideration, the Company grants the Customer a limited, non-exclusive, non-transferable (except as expressly permitted under this Agreement), and non-sublicensable license to use the Service during the Term of the Agreement for the Customer’s internal business purposes. The Company retains all rights, intellectual property, and interest in the Service, including source code, interfaces, accompanying documentation, and the like, and nothing in the license shall transfer to the Customer any ownership or other rights therein, except for the right to use the Service as expressly stated in this Agreement. This does not derogate from the Customer’s rights in the Customer Content (see Section 2.6 below).
2.2. Acceptable and Prohibited Use: The Customer may use the Service solely for its intended purposes, and in any case, only for lawful purposes and in accordance with the terms of this Agreement. Without limiting the foregoing, the Customer agrees to adhere to the following restrictions when using the Service:
2.2.1. No Violation of Law or Rights: The Customer shall not use (or allow third parties to use) the Service in violation of any law or regulation, or in a manner that infringes on third-party rights, including intellectual property and privacy rights. The Customer shall not input into the Service any illegal, defamatory, offensive, or discriminatory content or content promoting violence or illegal conduct. For the avoidance of doubt, this includes submitting data into the Service for which the Customer or the Company lacks permission under the terms of use of the source (e.g., third-party websites that prohibit such input into AI models). The Customer is solely and fully responsible for such violations. Before using the Service’s web crawling capabilities, the Customer must independently obtain the website owner’s consent to crawl the site (and, where applicable, also the consent of any other required parties—such as Wix).
2.2.2. Minor Information: The Customer shall not input personal data of children under the age of 16 (or the lower applicable age of majority under the relevant jurisdiction) into the Service, nor permit minors to use the Service, as the Service is intended solely for business use by authorized adults.
2.2.3. System Security: The Customer shall not attempt to bypass, interfere with, or compromise the security of the Service or the integrity of the Company’s or third parties’ systems. This includes attempting reverse engineering, decompilation, disassembly, or extraction of source code, algorithms, models, or data from the Service, or attempting to access unauthorized areas or resources.
2.2.4. Excessive Use and Unauthorized Integration: The Customer shall not use the Service in a way that overwhelms or disrupts the platform or affects availability to others and shall not use API keys or access accounts beyond what is authorized. Additionally, the Customer shall not rent, lease, resell, or transfer the right to use the Service to any third party, except under a written agreement signed by the Company.
2.2.5. Competitive Use Prohibited: The Customer agrees not to use the Service to develop AI tools or models that compete directly with the Company’s services or the third-party models integrated therein, and shall not train external models based on outputs from the Service in a manner that may compete with it (unless explicitly permitted by the Company or model providers).
2.2.6. Automated Tools and Fraud: The Customer shall not run unauthorized automated software on the Service (e.g., bots, scripts, crawlers) and shall not use the Service for developing viruses, malware, cyberattacks, phishing, or any fraudulent, harmful, or malicious activity.
2.3. Breach of Section 2.2 above may result in suspension of the Customer’s access to
the Service and/or immediate termination of the Agreement, in addition to any other remedy available to the Company by law or contract. The Company may, at its discretion, block access to the Service for any user or content if there is a reasonable suspicion of prohibited use or a violation of this Agreement. The Company will notify the Customer of such a block within a reasonable time under the circumstances and provide an opportunity to cure the breach, if practicable.
2.4. Access by Authorized Users: The Customer shall permit access to the Service only to its authorized users and only for the Customer’s business purposes. The Customer is solely responsible for all actions of its users, including compliance with this Agreement. The Customer shall ensure that access credentials (username, password, API keys, etc.) remain confidential and are not shared with unauthorized individuals or entities. Any access or use via the Customer’s or an authorized user’s credentials will be deemed to be actions of the Customer. The Customer must promptly inform the Company of any suspected unauthorized use or security breach.
2.5. Service Updates and Modifications:
2.5.1. Company Changes: The Company reserves the right to update, upgrade, or modify the functionality, configuration, user interface, or any other aspect of the Service from time to time, for the purpose of improving the Service or complying with regulatory or technical requirements. Any material change that significantly reduces core functionality will be communicated to the Customer with reasonable prior notice (usually via the user interface or the registered account email). Continued use of the Service after such updates or changes constitutes acceptance of the updated terms, subject to the Customer’s right to terminate the Agreement as set forth below.
2.5.2. Third-Party Changes: The Customer is aware that the Service integrates third-party models, and use of such models is subject to their own terms of use and privacy policies as updated from time to time (“Third-Party Model Terms”). It is the Customer’s sole responsibility to read and stay updated on these terms, to fully review, approve, and act in accordance with them. The Company will use reasonable efforts to inform the Customer of updates to Third-Party Model Terms, but ultimate responsibility lies with the Customer.
2.6. Service Availability and Maintenance: The Company will act with reasonable skill and use commercially reasonable efforts to ensure consistent Service availability, subject to the SLA below. However, disruptions may occur due to factors beyond the Company’s control (e.g., network failures, infrastructure providers, force majeure, third-party cyberattacks). The Company is not liable for delays, disruptions, or unavailability caused by such factors. The Company may temporarily suspend the Service for planned maintenance, upgrades, and improvements. The Company will endeavor to perform planned maintenance outside regular business hours and notify the Customer 48 hours in advance where possible, but does not guarantee such notice in every case. Downtime during planned maintenance, whether or not notice was provided, shall not count against SLA availability calculations.
2.7. User Experience: The Company makes extensive efforts, including use of industry-leading tools, to ensure a positive user experience. However, AI technology is still in an early and evolving stage, and the Service integrates external models outside the Company’s control. The Customer acknowledges that events may occur that negatively affect the user experience (e.g., agents using inappropriate or offensive language), and the Company disclaims responsibility for such occurrences.
2.8. Intellectual Property and Content Rights:
2.8.1. Company Rights in the Service: All intellectual property rights in the Service, platform, technology, code, software, design, Company-provided content, the name “Gentrix” and its variants, and related trademarks belong to and will remain solely with the Company. No ownership rights in the Service or the Company’s intellectual property are granted or transferred to the Customer under this Agreement, except the limited usage license in Section 2.1. The Customer may not remove, alter, or obscure copyright, trademark, or other proprietary notices appearing in the Service or its outputs.
2.8.2. Customer Rights in Customer Content: As between the Customer and the Company, ownership of the Customer Content remains with the Customer. The Customer represents that they own all necessary rights to the input provided through the Service or have lawfully obtained authorization from relevant rights holders to submit and process such content. The Company hereby assigns and transfers to the Customer any right, title, and interest (if any exist) in the output at the time it is created, to the extent the output qualifies for intellectual property protection. This means the Customer may freely use the output for business purposes, subject to this Agreement. However, the Customer acknowledges and agrees that due to the nature of AI, output may not be unique and other users may receive similar or identical outputs. Outputs generated for other users are not considered the Customer’s output, and the Customer has no ownership or claims over them. The Company does not guarantee that output will be entirely original or free from third-party rights infringement. The Customer is responsible for reviewing the output before any public or commercial use, including checking for suitability and non- infringement. The Company will not be liable for any infringement claims related to the Customer’s use of the output.
2.8.3. License to Use Customer Content: The Customer grants the Company a limited, royalty-free, non-exclusive, worldwide license to use, process, copy, and store the Customer Content solely as needed to provide the Service under this Agreement. The Company and its subcontractors, including external model providers, may process Customer Content under the Customer’s instructions as part of Service use and perform necessary technical operations (e.g., creating temporary copies, caching data, transmitting to processing servers). This license does not include any right to use Customer Content for other purposes, sell it, publish it, or make it available to third parties (except as needed to provide the Service, as detailed in the Privacy Policy). For the avoidance of doubt, the Company will not use Customer Content (input or output) for developing or training models owned by it or others, nor allow third-party model providers to do so, unless the Customer has given explicit consent.
2.9. Third-Party Services and Models: An integral part of the Service involves the integration of external models. The Customer agrees and acknowledges as follows:
2.9.1. Use of external models is subject to the Third-Party Model Terms (as defined above), in addition to this Agreement. It is the Customer’s responsibility to read, understand, and comply with those terms (and keep up with any updates, per Section 2.5.2 above).
2.9.2. The Company will endeavor to ensure that its agreements with third-party model providers include adequate protections for Customer Content, in line with industry standards—but the Company cannot guarantee their performance. The Customer understands and agrees that the Company is not responsible for the availability, functionality, or results of external models. If an external model ceases service, materially changes, or causes disruptions, the Company will make reasonable efforts, at its commercial discretion, to find a suitable replacement or technical workaround.
2.9.3. All limitations of liability, disclaimers of warranties, and other waivers by the Customer set forth in this Agreement fully apply to third-party models and their outputs.
The Customer waives any claims against the Company related to the functioning or non-functioning of third-party services or products integrated into the Service.
2.10. Fees and Payments: The Parties acknowledge that the pricing model and the amount due for the Service will be detailed in a statement of work or a similar separate document (such as a proposal or order form) approved by the Customer. Unless otherwise agreed in writing, payment terms are net 30 days from the date of invoice issuance. A delay in payment beyond 14 days past this due date will constitute a breach of the Agreement, and the Company may, following written notice, temporarily suspend the Customer’s access to the Service until payment is received. Payments made are non-refundable unless stated otherwise in the Agreement or required by law. Prices are exclusive of VAT unless explicitly stated otherwise. All taxes or levies applicable to the transaction (other than the Company’s income tax) are the responsibility of the Customer.
2.11. Service Configuration Options: By default, the Service is delivered as a multi- tenant cloud SaaS environment, where software and infrastructure resources are shared by multiple customers but logically segregated. However, the Company also offers the following deployment options as needed:
• 2.11.1. Private Environment (Single-Tenant): The Customer may request a dedicated instance of the Service in a segregated cloud environment (“single- tenant”). In that case, the Company will deploy a separate instance exclusively for
the Customer, with physical or virtual separation from other customers (e.g., dedicated database or server cluster). Single-tenant deployment may incur additional costs and require a special technical arrangement, as defined in a separate agreement or order. The terms of this Agreement will apply to the private environment, with necessary adjustments: availability may be higher, and the Customer may receive greater control over configurations and security measures.
• 2.11.2. On-Premises Installation: If explicitly agreed in writing, the Company will provide the Customer with a version of the software for installation and operation on the Customer’s own infrastructure. In that case, the following additional terms apply:
1. The Company grants a non-exclusive internal-use software license based on the agreed users or units and duration.
2. The Customer is responsible for maintaining the hardware, infrastructure, security, backups, and operating system updates.
3. The SLA does not apply to platform availability on the Customer’s premises, but the Company will provide technical support for software defects per the agreed support terms.
4. The Customer must allow the Company to provide software updates and security patches as needed to maintain security and proper operation.
5. All limitations of liability and disclaimers in the Agreement continue to apply. The Company’s liability is limited to the proper functioning of the software, assuming correct installation as per the Company’s guidelines.
Clarification: If the Customer purchases the Service under a standard SaaS (multi-
tenant) model, clauses 2.11.1 and 2.11.2 do not apply. In case of conflict between this
Agreement and any special terms for a private or on-premises deployment, the special terms prevail.
3. Privacy and Data Protection
3.1. Roles of the Parties: With respect to personal data the Customer inputs into the Service for processing (e.g., data relating to the Customer’s users included in customer content), the Customer is the “Controller” and the Company is its “Processor.” In relation to personal data related to account management and service provision (e.g., contact details for account managers, billing information), the Company may be considered a joint or separate controller for the limited purpose of managing the customer relationship and providing the Service. The Company undertakes to process personal data only in accordance with applicable law (including GDPR, where applicable) and this Agreement and the Customer’s instructions.
3.2. Company Privacy Policy (Collection and Use): The Company may collect and process personal data necessary for operating the Service and supporting the Customer, such as contact names, emails, phone numbers, job titles, system logs, etc. Such data is used for:
(a) account management and access authorization;
(b) billing and invoicing;
(c) communication to provide service, support, and updates;
(d) service improvement and anonymous usage analytics;
(e) legal compliance (e.g., audit logs, fraud prevention).
The Company does not sell, rent, or trade personal data to third parties. Personal data will be retained only as necessary for its intended purposes or as required by law.
3.3. Security Measures: The Company implements administrative, physical, and technical safeguards to protect personal data in its custody. However, no method of internet storage or transmission is completely secure, and the Company cannot guarantee absolute security. In the event of a significant security incident involving Customer personal data, the Company will act according to Section 3.4.8 (Breach Notification).
3.4. Data Processing Agreement (DPA): Sections 3.4.1–3.4.10 constitute the DPA under
GDPR Article 28, applicable when the Company processes Customer personal data.
• 3.4.1. Scope, Duration, Nature of Processing: Processing is limited to delivering the Service, including electronic processing of customer content (including personal data), and lasts for the Agreement’s duration until deletion or return of personal data per Section 3.4.9.
• 3.4.2. Types of Personal Data and Data Subjects: Types and subjects of personal data are determined by the Customer and may include names, contact details, business data, etc. Customer must not upload sensitive personal data without explicit permission and compliance with legal requirements.
• 3.4.3. Processor’s Obligations: The Company will process personal data only on documented Customer instructions and not for other purposes or transfers except as provided. Access is limited to employees and sub-processors with confidentiality obligations.
• 3.4.4. Security: The Company applies appropriate technical and organizational measures, including TLS encryption in transit and at rest, strict access controls, intrusion detection, and periodic risk assessments. The Company regularly reviews and updates its security measures but cannot reduce risks to zero; the Customer acknowledges this.
• 3.4.5. Assistance with Data Subject Rights: The Company will assist the Customer in responding to data subject requests (e.g., access, correction, deletion) by providing access or performing actions as directed. The Company may charge reasonable fees for complex or repeated requests.
• 3.4.6. Assistance with Compliance: The Company will reasonably assist the Customer in complying with data protection obligations (e.g., breach notification, privacy impact assessments) and may charge for such assistance.
• 3.4.7. Use of Sub-processors: The Customer authorizes the Company to use sub-processors (e.g., cloud providers, model providers). The Company requires sub-processors to enter data processing agreements with equivalent protections. The Company will provide upon request the list of sub-processors and notify of significant changes, allowing the Customer to object on reasonable grounds or terminate the Agreement with 30 days’ notice.
• 3.4.8. Data-Breach Notification: In case of a security breach involving Customer personal data, the Company will promptly notify the Customer, providing details of the nature, data types, number of data subjects affected, and measures taken. Ongoing updates will be provided to help the Customer meet its notification obligations.
• 3.4.9. Data Retention After Termination: Upon termination, the Company will delete or return Customer personal data at the Customer’s choice, unless legal compliance requires retention. Digital data will be removed within 30 days of termination; backups will be retained according to the normal backup cycle. Logs and metadata may be retained up to 12 months for security, audit, and compliance, subject to internal policy and data minimization.
• 3.4.10. International Data Transfers: The Company operates from Israel; primary servers may be in Israel, the EEA, or the US, depending on deployment. Transfers from the EU/EEA to Israel rely on the European Commission’s adequacy decision. Transfers to third countries without adequacy (e.g., US cloud providers like OpenAI or Google) will be governed by EU Standard Contractual Clauses or other recognized mechanisms (e.g., Privacy Shield standard). These transfer protections (per Commission Implementing Decision 2021/914) are incorporated into this Agreement, with the Customer as “exporter” and the Company as “importer.” The Company commits to GDPR-level protections for transfers outside the EEA.
3.5. Data Subject Rights & Contacts: As described, the Customer is responsible for fulfilling data subject rights regarding personal data under its control, with the Company’s assistance per Section 3.4.5. For personal data controlled by the Company (e.g., support contact info), data subjects may contact the Company directly (Privacy@gentrix.com) to exercise their rights (access, correction, deletion, withdrawal, etc.). If the Company receives such requests related to data processed on behalf of the Customer, it will forward the request to the Customer and assist accordingly.
3.6. Data Retention: The Company will retain Customer content (including personal data) while the Agreement is in force and for a reasonable period afterward (as per Section 3.4.9) to allow export. Thereafter, it will delete data from active systems. Secured backup copies may remain archived for up to 90 days post-termination, then deleted per normal backup policy. Logs and metadata may be retained in a minimized form for up to 12 months for legitimate purposes, in line with internal retention policy.
3.7. Consents and Notifications: The Customer confirms it has obtained all required consents under applicable law from privacy subjects whose data is processed via the Service, and is responsible for providing appropriate notices (e.g., that personal data may be processed by an external provider per this privacy policy and the Customer’s instructions). If required by law, the Customer further confirms it has obtained any consent necessary for transferring personal data abroad (e.g., from the EU to Israel, as per Section 3.4.10).
3.8. Privacy Inquiries: Any questions or requests relating to privacy or data protection under the Service may be directed to the Company’s Data Protection Officer (DPO) at Privacy@gentrix.com. The Company will respond promptly and cooperate reasonably with the Customer and supervisory authorities to address privacy-related matters.
4. Service Level Agreement (SLA)
4.1. Availability: The Company shall use commercially reasonable efforts to deliver the Service professionally and maintain high availability. “Availability” is the percentage of time in the month when the Service is operational and accessible, as measured on the Company’s servers. “Downtime” means the entire platform is unavailable or unresponsive to all users, not including planned maintenance. Partial service degradation or performance slowdown that does not prevent use may not constitute “downtime” for availability purposes.
4.2. Exceptions to Downtime: The following events are excluded from the calculation of
downtime:
(a) downtime due to planned maintenance with prior notice (as described in Section 2.6);
(b) outages caused by factors beyond the Company’s control—force majeure, malicious
actions or cyberattacks that could not have been reasonably prevented, general internet
failures, or issues on the Customer’s side (e.g., local network or configuration problems);
(c) downtime or restriction initiated by the Company in good faith due to suspected
misuse or security concerns under the Agreement, so long as done reasonably;
(d) excessive use by the Customer beyond agreed limits causing unreasonable strain.
4.3. Technical Support: The Company will provide reasonable technical support for use of the Service and for system issues. Support will be available via email and/or support portal during business hours (Sunday–Thursday, 9 AM–6 PM Israel time, excluding holidays). The Customer must report material service issues promptly with sufficient information for the Company to reproduce and understand the issue. The Company will endeavor to respond in a reasonable timeframe (typically within one business day for routine issues, and more quickly for urgent matters causing complete service outage). The Company does not guarantee resolution within a specific timeframe but will allocate reasonable resources to fix critical disruptions at its commercial discretion. If a different support level (e.g., 24/7 critical support) has been agreed separately or for additional fees, the Company will provide support per that agreement.
4.4. SLA Changes: The Company reserves the right to update or modify the SLA terms periodically. Any updates will be published on the Company’s website or otherwise communicated to the Customer and will apply from the next billing cycle unless stated otherwise.
5. Information Security & Confidentiality
5.1 Security Program: The Company maintains a comprehensive information security program, including internal policies and procedures to protect the Service and Customer Content from loss, unauthorized access, accidental or unlawful exposure. The program identifies foreseeable security risks and applies measures to mitigate them, including periodic risk assessments and security audits.
5.2 Technical & Organizational Measures: As part of this program, the Company implements industry-standard security controls, including:
1. Least-Privilege Access – Company personnel have only the minimal access required, protected by two-factor authentication.
2. Encryption – Customer Content is encrypted in transit (TLS 1.2 or higher) and at rest (databases, file storage), including API keys.
3. Network Defenses – The Service is protected by firewalls and IDS/IPS in a secure cloud environment; internal admin access is restricted to approved addresses; logs are monitored for anomalies and unauthorized access attempts.
4. Physical & Logical Controls – Hosted in secure data centers with physical access controls, 24/7 monitoring, encrypted backups, and a redundant architecture.
5. Testing & Oversight – Regular penetration tests and security reviews are conducted; employees with access to customer data are bound by confidentiality agreements and trained in security and privacy.
5.3 Compliance & Standards: The Company strives to comply with recognized security standards and, as of this Agreement’s date, follows ISO/IEC 27001 principles (even if not formally certified). Upon reasonable request (under confidentiality), the Customer may review summaries of security audits or compliance certificates. The Customer must also take reasonable steps to secure its access credentials (strong passwords, regular updates, restricted access).
5.4 Security Incident Notification: If the Company discovers a significant security incident that could allow unauthorized access to Customer Content or personal data, it will notify the Customer without undue delay, provide known details, and cooperate in investigating, notifying regulators or data subjects, and mitigating damage.
5.5 Limitation of Liability: The Customer acknowledges that no system is perfectly secure. Despite the Company’s efforts, security failures are possible, and the Customer agrees to take reasonable measures to minimize damage in such an event.
5.6 Confidentiality: Both parties agree to keep all confidential information of the other strictly confidential. “Confidential information” means all non-public business, technical, or financial information, including Customer Content and proprietary details. Exceptions include information that is public, received lawfully from third parties without breach, or independently developed. Disclosure required by law or court order is permitted if the recipient gives prior notice, if possible. Confidential information may only be used to fulfill obligations under this Agreement, with at least the same level of protection as the party uses for its own confidential data. Confidentiality survives termination as long as the information remains confidential.
6. Representations & Warranties; Disclaimer
6.1 Customer Representations: The Customer represents and warrants that:
• (a) It is using the Service for legitimate business purposes, not for personal use;
• (b) All information provided is accurate;
• (c) It holds all necessary rights and permissions to submit Customer Content;
• (d) Its use of the Service and outputs will comply with all applicable laws (e.g., privacy, IP, consumer protection, etc.), and it assumes full responsibility for such use and its consequences.
6.2 Company Representations & Disclaimer: The Company represents that it is authorized to provide the Service and complies with applicable law. Except for these warranties, the Service is provided “as is” without further representation. The Company does not guarantee suitability for specific needs, error-free operation, or the ability to correct any deficiency. AI outputs may contain inaccurate, incomplete, outdated, or offensive content. The Customer must not rely solely on such output and must perform human review before business decisions or publication.
6.3 No Liability for Input/Output Content: The Company is not responsible for any content uploaded by the Customer or generated by the Service. The Customer bears full responsibility for inputs and output usage. The Company makes no promises regarding accuracy, reliability, completeness, or quality. The Customer acknowledges that the Service is not intended for life-critical or high-risk scenarios and will not use it for such purposes.
6.4 No Implied Warranties: To the maximum extent permitted by law, all implied warranties (e.g., merchantability, fitness for a purpose, compliance with laws) are
disclaimed. The Service is provided as-is, without guarantees regarding quality, performance, availability, security, or fitness. The Company does not warrant virus-free software or defect remediation unless stated. Any warranty not explicitly provided is void.
7. Limitation of Liability
7.1 No Indirect or Consequential Damages: Except as required by law, neither party (nor their directors, employees, partners, or suppliers) will be liable for indirect, special, incidental, or consequential damages (including lost profits, business interruption, loss of data, or reputational harm), even if foreseeable. This includes any cause of action, whether contract, tort, or otherwise. If local law prohibits such exclusions, liability is limited to the minimum extent required by law.
7.2 Cap on Liability: Aggregate liability of the Company is capped at the total fees paid by the Customer in the 12 months preceding the first damaging event. If no payments were made (e.g., under trial), liability is limited to USD 100 (or equivalent). This cap applies collectively across all claims and events.
7.3 Exceptions to Liability Limits: Liability limits do not apply in the following cases:
• (a) Claims arising from gross negligence or wilful misconduct by the Company;
• (b) Customer’s indemnification obligations towards the Company under Section 8.
If applicable law prohibits such unlimited indemnification obligation, then the Agreement shall be construed to minimize the legal limitation to the greatest extent possible (i.e. maximum liability).
7.4 Waiver and Reliance: The Customer acknowledges and accepts these liability limitations and waives any broader claims. If a court finds otherwise, these limits apply fully.
7.5 Claim Period: Claims must be filed within 12 months from when the claimant became aware (or should reasonably have become aware) of the cause. Otherwise, the claim is barred, unless local law prevents such a limitation.
8. Indemnification
8.1 Customer Indemnification: The Customer shall indemnify, defend, and hold harmless the Company (its directors, employees, agents) against all losses, damages, liabilities, costs (including attorneys’ fees) arising from third-party claims relating to:
• (a) Customer’s illegal or unauthorized use of the Service (including violations ofSection 2.2);
• (b) Breach of Customer’s representations or obligations herein;
• (c) Alleged infringement arising from Customer Content or use of output (e.g., IP, privacy violations, or terms of third-party AI models). The Customer may defend via counsel acceptable to the Company or reimburse the Company for its legal defense if the Company chooses to defend. The Company will notify the Customer promptly and cooperate in defense. Indemnification obligations survive termination.
9. Term & Termination
9.1 Term: The Agreement is effective upon Customer approval (e-signature or online acceptance) and continues indefinitely or for a fixed term as specified in the order, automatically renewing per the subscription model (e.g., yearly), unless non-renewal is given.
9.2 Termination Without Cause: Either party may terminate at the end of the initial or renewal term without cause, with 30 days’ written notice. If the Customer terminates (not due to Company breach), prepaid fees (e.g., unused tokens) are non-refundable unless agreed otherwise or required by consumer law.
9.3 Material Breach: In case of material breach (e.g., violation of Section 2.2 or payment defaults), the non-breaching party may terminate with 14 days’ notice if uncured. For irremediable or severe breaches (e.g., malicious illegal use), the Company may immediately suspend or terminate without cure period.
9.4 Post-Termination Conduct: Upon termination, the Customer must stop using the Service, delete or return Company software/hardware (for on-premises), and its accounts will be closed. The Company will provide, upon written request within 30 days post-termination, a copy of Customer Content in a readable digital format (reasonable fees may apply). After 30 days, the Company may delete Customer data as per Section 3.4.9. Survival clauses (liability limits, indemnification, confidentiality, governing law) remain in effect.
9.5 Refund: If terminated by the Customer due to Company breach (with proof), or by the Company without Customer breach, the Customer is entitled to a pro-rata refund for unused tokens. Otherwise (e.g., Customer-caused termination or via Section 9.2), no refund is due.
10. Miscellaneous
10.1 Entire Agreement: This Agreement (including annexes and referenced documents)
constitutes the entire agreement regarding the Service. It supersedes any prior discussions or agreements. Amendments require written, signed consent (except where the Company may update the SLA as specified). A party’s failure to enforce rights does not constitute a waiver. If any term is invalid or unenforceable, the remainder remains in effect, and the invalid term is replaced by a valid one that reflects the original intent.
10.2 Assignment: The Customer may not transfer rights or obligations without the Company’s prior written consent; unauthorized assignment is void. The Company may transfer or assign in connection with a sale, merger, or transfer of the Service, provided
the assignee assumes the Company’s obligations to the Customer. This Agreement binds successors and permitted assigns.
10.3 Relationship of the Parties: The relationship is independent contractor – not partnership, joint venture, employment, or agency. Neither party may bind the other unless given explicit written authority.
10.4 Force Majeure: Neither party is liable for delay or failure due to circumstances beyond reasonable control (e.g., natural disasters, war, terrorism, strikes, major internet outages, cyberattacks, epidemics, emergency regulations). The affected party will take reasonable steps to mitigate and resume promptly. If Force Majeure prevents the Company from delivering the Service for more than 30 consecutive days, the Customer may terminate without further liability.
10.5 Precedence: In case of conflict between this main document and annexes (e.g., separate DPA or SLA), the annex prevails on its specific subject matter.
10.6 Notices: Notices must be in writing and are deemed delivered: in person upon delivery; by registered mail within 3 business days; by email on the next business day after electronic receipt. Contact details: Company – its registered office or account
manager’s email; Customer – details provided at registration/order. Marketing or operational messages via the Service interface or website are considered sufficient notice.
10.7 No Injunctive Relief: Given the nature of the Service, the Customer agrees it will only be entitled to financial remedies permitted herein in case of Company breach, and waives rights to injunctions or restraining orders (which may affect other users). This does not apply to injunctive relief to prevent misuse or confidentiality breaches of specific Customer data.
10.8 Governing Law & Jurisdiction: This Agreement is governed solely by Israeli law. The CISG does not apply. Exclusive jurisdiction for any dispute is in the courts of Tel Aviv– Jaffa, Israel. The parties waive other jurisdiction, except for injunctive relief allowed under
Section 10.7.
By signing electronically below, the Customer confirms agreement to these terms.
Customer Signature: [Name & Date] ______________________
