nuFlow Terms of Service

Last updated: July, 2026

THESE NUFLOW TERMS AND CONDITIONS (the “Agreement”) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND DEEPCORTEX LTD. AND ITS AFFILIATES (“Company”, and together with Customer, the “Parties”, and each, a “Party”). BY ACCEPTING THIS AGREEMENT, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD (OR THE AGE OF MAJORITY IN YOUR JURISDICTION) AND HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT. REFERENCES HEREIN TO “Customer” OR “you” MEANS YOU INDIVIDUALLY OR SUCH ENTITY (AS THE CASE MAY BE).

By purchasing Credits (as defined below) or using the Service (as defined below), Customer acknowledges these terms and conditions and represents that it has fully read and understood, and agrees to be bound by, the following (the date of such occurrence being the “Effective Date”): (a) this Agreement; and (b) other supplemental terms and policies that this Agreement expressly incorporates by reference, and which are thereby made a part of this Agreement.

IF CUSTOMER DOES NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, CUSTOMER MUST NOT PURCHASE CREDITS OR USE ANY PART OF THE SERVICE.

Customer may contact Company at support@deepcortex.com for any questions regarding this Agreement or the Service.

The language of this Agreement and all attachments or amendments to this Agreement, contract interpretations, notices and dispute resolutions is hereby expressly agreed to be the English language. By entering into the Agreement, Customer hereby irrevocably and unconditionally waives any Law applicable to Customer requiring that the Agreement be localized to meet Customer’s language or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.

The section and sub-section headings in this Agreement are for convenience of reading only and shall not be used or relied upon for interpretive purposes. This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written, electronic, oral or otherwise. Notwithstanding the foregoing, this Agreement may be amended by Company from time to time.

1. Definitions

The following capitalized terms have the meanings set forth below:

“Affiliate” with respect to any entity, means any other entity controlling, controlled by or under common control with such entity, where “control” means direct or indirect ownership or voting control of fifty percent (50%) or more of the equity or voting securities of the entity in question or having the power, by commitment or otherwise, to elect a majority of the Board of Directors (or similar governing body) of the entity in question.

“Customer Data” means electronic data and content submitted to the Service by Customer and Users in connection with their use of the Service (defined below), excluding Analytics Information (defined below).

“Feature” means any module, tool, functionality, or feature of the Service.

“Credit(s)” means the prepaid usage units purchased by Customer that may be consumed in connection with Customer’s access to and use of the Service.

“Usage Scope” means the scope of Customer’s permitted use of the Service, as determined by the quantity of Credits purchased by Customer, the Features enabled by Company, and any usage limitations or restrictions set forth in this Agreement.

“Usage Term” means the period commencing on the Effective Date and continuing until Customer’s purchased Credits are exhausted or this Agreement is terminated.

“Users” means Customer or any individual authorized by Customer to access and use the Service on Customer’s behalf.

2. Access and Use

2.1. Access Right

Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right to remotely access the Company’s artificial intelligence orchestration platform, nuFlow (the “Service”), that enables Customer to build, configure, and run AI-powered workflows, business processes, and AI agents during the Usage Term, solely for Customer’s personal, non-commercial use or, if Customer is an entity, for Customer’s internal business purposes (collectively, the “License”). Unless otherwise indicated, the term “License” also includes any manual or documentation provided or made available to Customer in connection with the operation of the Service (“Documentation”). Customer may use the Service subject to the Usage Scope, other usage limitations or restrictions specified in this Agreement, and applicable laws and regulations.

Customer shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Service and for ensuring their compatibility with the Service.

2.2. Additional Purchases

Customer may purchase additional Credits and/or access to additional Features during the Usage Term (collectively, “Additional Purchases”) through the Service interface, a mutually signed written addendum, or such other purchasing method as Company may make available. Any Additional Purchases shall be subject to this Agreement and the pricing applicable at the time of purchase, unless otherwise agreed in writing by the Parties. Purchased Credits will be added to Customer’s Account (as defined below) and may be used until exhausted. Upon successful payment, purchased Credits will be added to Customer’s Account immediately and a confirmation email will be sent to the email address associated with Customer’s Account.

2.3. Account Setup

In order to access the Service, Customer is required to set up an account with Company by submitting the information requested in the applicable Service interface (“Account”). Customer warrants that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Customer shall be responsible and liable for all activities that occur under or in the Account. Customer will keep all login credentials strictly confidential and not share such information with any unauthorized person. Customer is responsible for maintaining the security of the Account and must immediately notify Company of any unauthorized access to or use of the Account or any other breach of security.

2.4. Hosting

The Service is hosted by third party cloud infrastructure providers selected by Company (“Hosting Provider”), and accordingly the availability of the Service shall be in accordance with the Hosting Provider’s then-current uptime commitments.

3. Support Services

Company may, at its discretion, provide support and maintenance services for the Service. The support and maintenance services may be performed by Company and/or Company’s certified third party providers. Company shall be responsible for such service providers’ performance of the support and maintenance services. Company’s support obligation shall not apply if the failure of the Service results from or is otherwise attributable to: (i) repair, maintenance or modification of the Service by persons other than Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Service; (iii) use of the Service other than in accordance with the Documentation; (iv) if relevant, Customer’s failure to implement software updates provided by Company specifically to avoid such failure; and (v) the combination of the Service with equipment or software not authorized or provided by Company. Customer acknowledges and agrees that Company may from time to time, during the Usage Term, develop bug fixes and/or patches (“Updates”), which may remotely and automatically update and maintain the Service components. In addition, Company may from time to time, during the Usage Term, develop enhancements, new releases, new features, new versions of and other changes to the Service (collectively, “Upgrades”), which may remotely and automatically upgrade the Service components. For clarity, such Updates and/or Upgrades do not include any generally-available (GA) release of the Service (typically including new features, functionality and/or enhancements) that is subject to the payment of separate fees.

4. Fees

4.1. Fees

Customer shall pay Company the prepaid fees applicable to the Credits and any enabled Features purchased by Customer through the Service or otherwise approved by Company (“Fees”). Fees are charged in advance for the applicable quantity of Credits purchased by Customer, and Customer’s right to access and use the Service is conditioned upon payment of such Fees. Credits purchased are non-cancellable and, except as expressly set forth in this Agreement or required by applicable law, non-refundable.

4.2. Pricing and Credit Consumption Changes

Company reserves the right to change the prices of Credits, pricing plans, and the applicable business model at any time. Company may also change the rate at which Credits are consumed or the methodology for calculating Credit consumption, including while Customer holds an unused Credit balance. Any price changes shall apply to Credits purchased after the effective date of the change; Credits already purchased shall remain subject to the pricing in effect at the time of purchase. Changes to Credit consumption rates or calculation methodology may affect the number of actions or operations Customer can perform with its existing Credit balance, and Customer acknowledges that purchasing Credits does not guarantee a fixed number of actions or outputs.

4.3. Payment Processing

Payments for Credits and other purchases may be processed by third-party payment processors or merchants of record selected by Company, depending on Customer’s location. For purchases processed through a merchant of record, such merchant of record is the seller of record for the transaction, is responsible for applicable sales tax and VAT, and its own buyer terms, refund policy, and chargeback procedures will apply to the transaction. Customer’s use of any payment processor or merchant of record is subject to such third party’s terms and conditions.

4.4. Nature of Credits

Credits represent prepaid usage rights for the Service and are not a deposit, stored value, e-money, or any other financial instrument. Credits are not redeemable for cash and have no cash value. The Credit balance displayed in Customer’s Account represents prepaid service entitlements, not currency or funds held on deposit.

4.5. Suspension

Company reserves the right to temporarily suspend provision of the Service: (a) if Company deems such suspension necessary as a result of Customer’s breach under Section 5 (Use Restrictions); (b) if Company reasonably determines suspension is necessary to avoid material harm to Company or its other customers, including if the Service’s cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Company’s control, or (c) as required by law or at the request of governmental entities.

4.6. Taxes

Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges. Customer shall be solely responsible for paying all applicable taxes in addition to the Fees. Prices displayed in the Service may or may not include applicable taxes, as indicated at the time of purchase.

5. Use Restrictions

As a condition to the License, and except as expressly permitted otherwise under this Agreement, Customer shall not do (or permit or encourage to be done) any of the following restrictions (in whole or in part):

(a) copy, “frame” or “mirror” the Service;
(b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment);
(c) publicly perform, display or communicate the Service;
(d) modify, alter, adapt, arrange, or translate the Service;
(e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code, algorithms, workflow logic, or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, or ideas) of the Service;
(f) remove, alter, or conceal any proprietary rights notices displayed on or in the Service;
(g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service;
(h) make a derivative work of the Service, or use it to develop any service or product that is the same as, competes with (or substantially similar to) it;
(i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service;
(j) use the Service for medical purposes, including for diagnosis, treatment, prevention, monitoring, or other clinical decision-making, and the Service is not intended to be used as a medical device or to substitute for professional medical judgment;
(k) use the Service to build workflows or AI agents that perform illegal, harmful, or malicious actions;
(l) configure the Service to access systems, data, or APIs without proper authorization;
(m) use the Service to develop any competing AI orchestration, workflow automation, or AI agent platform; or
(n) take any action that imposes or may impose (as determined in Company’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure (collectively, the “Use Restrictions”).

6. Personal Data

Customer acknowledges that, where Customer uses the Service on behalf of or for the benefit of any business, organization, or other entity (whether or not Customer registered as an individual), Customer’s use of the Service constitutes business use, and Customer is responsible for ensuring compliance with all applicable data protection laws, including by entering into a Data Processing Agreement (“DPA”) with Company if required under such laws. To the extent that Customer’s use of the Service involves the processing of Personal Data by Company on Customer’s behalf, a DPA is available upon request and shall apply to such processing. For the purposes of this Agreement, “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, as defined under applicable data protection laws and regulations. For the avoidance of doubt, Customer’s business contact information is not by itself deemed to be Personal Data subject to this Agreement. If Customer is an individual user, Customer’s use of the Service is also subject to Company’s Privacy Policy, available at https://deepcortex.com/privacy.

7. Customer Representations

Customer represents and warrants that: (a) Customer is at least 18 years old (or the age of majority in Customer’s jurisdiction); (b) Customer has the legal capacity to enter into this Agreement; (c) if Customer is an entity, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (d) Customer has the power and authority to enter into this Agreement; and (e) Customer’s entry into and performance of this Agreement will not conflict with other agreements to which Customer is bound or violate applicable law.

8. Intellectual Property Rights

8.1. Service

As between the Parties, Company is, and shall be, the sole and exclusive owner of all intellectual property rights in and to: (a) the Service, including its orchestration capabilities, workflow engine, AI agent framework, integration connectors, and all related software and intellectual property; and (b) any and all improvements, derivative works, and/or modifications of/to the foregoing, regardless of inventorship or authorship. For clarity, Company retains all rights in and to the Service’s underlying technology, including its workflow orchestration logic, integration architecture, and platform capabilities. Customer shall make, and hereby irrevocably makes, all assignments necessary or reasonably requested by Company to ensure and/or provide Company the ownership rights set forth in this paragraph. Company shall be entitled, from time to time, to modify and replace the Features (but not material functionalities, unless it improves the material functionality) and user interface of the Service. Nothing herein constitutes a waiver of Company’s intellectual property rights under any law.

8.2. Feedback

If Company receives any feedback (which may consist of questions, comments, suggestions or the like) regarding any of the Service (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and such shall be considered Company’s Confidential Information. Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of the Feedback.

8.3. Analytic Information; Platform Improvement

Customer acknowledges and agrees that Company may collect and process information regarding the configuration, performance, security, access to, and use of the Service by Customer for its internal business purposes, including to develop, improve, support, secure, and operate the Service and to fulfill legal obligations. Customer further acknowledges that Company may use aggregated, anonymized, and de-identified usage patterns, workflow configurations, and performance data to improve the Service’s orchestration capabilities and platform features, provided that such use does not identify Customer, reveal Customer’s specific workflow logic, or include Customer’s Confidential Information. Any anonymous information, derived from the use of the Service (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or Customer’s use, of the Service) which is not personally identifiable information and does not identify Customer (“Analytics Information”) may be used by Company to provide the Service, for compliance with applicable laws, and for development and/or statistical purposes. Analytics Information is Company’s exclusive property.

9. Customer Data

While using the Service, Customer Data may be made available and/or accessible to Company or the Service. Customer determines what data is processed through the Service and what actions the Service performs on Customer’s behalf. Customer hereby grants Company and its Affiliates a worldwide, non-exclusive, non-assignable (except as provided herein), non-sublicensable (except to Company’s subcontractors, if applicable), non-transferable right and license, to access and use the Customer Data, including without limitation for Company’s provision of the Service and related services hereunder as further specified in this Agreement. The Service does not operate as an archive or file storage service and Customer is solely responsible for backups of Customer Data. As the exclusive owner of the Customer Data, Customer represents, warrants and covenants that: (a) Customer has all necessary rights to the data processed through the Service; (b) to the extent the Customer Data includes any personally identifiable information, Customer has received and/or obtained any and all required consents or permits and has acted in compliance with any and all applicable laws, including, without limitation privacy laws, as to allow Company to receive, transfer and use the Customer Data solely in order to perform the Service; and (c) Customer’s use of the Service to process data and perform automated actions complies with all applicable laws and regulations. Company may use or disclose the Customer Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; and/or (b) to collect, store, transfer, and/or process the Customer Data through Company’s Affiliates, third party service providers and vendors, as reasonably necessary to provide the Service. Company will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Customer Data.

10. Third Party Components and Services

The Service may use or include third party open source software, files, libraries or components, or other third party software (collectively, “Third Party SW”), that may be distributed to Customer and are subject to third party license terms. A list of any Third Party SW and related licenses will be provided by Company upon request. If there is a conflict between any third party license and the terms of this Agreement, then the third party license terms shall prevail, but solely in connection with the related third party software. In addition, the Service may integrate with, rely on, or require ongoing access to third-party platforms, application programming interfaces (APIs), cloud infrastructure, or other third-party services that Company uses to operate and provide the Service (collectively, “Third-Party Dependencies”). Company does not control, and is not responsible for, the availability, performance, or continued operation of any Third-Party Dependency.

Company shall have no liability whatsoever, whether in contract, tort, or otherwise, for any interruption, delay, degradation, or failure of the Service, or any resulting loss of data, revenue, or business, arising out of or relating in any way to any act, omission, technical failure, policy or terms change, rate-limiting, suspension, or discontinuation of access imposed by, or any other cause attributable to, a provider of a Third-Party Dependency. If a provider of a Third-Party Dependency restricts, suspends, or terminates Company’s access to that Third-Party Dependency, Company may suspend or discontinue the affected features of the Service without any liability whatsoever to Customer, and will use commercially reasonable efforts to notify Customer of any such change. Company makes no warranty or indemnity hereunder with respect to any Third Party SW or Third-Party Dependency.

11. Confidentiality

“Confidential Information” means any non-public information disclosed by or on behalf of one Party (“Discloser”) to the other Party (“Recipient”) pursuant to this Agreement that is marked as “confidential,” or in some other manner to indicate its confidential nature. Without limiting the foregoing, the Service is Company’s Confidential Information. Confidential Information does not include any information which: (i) is or becomes generally known and available to the public through no act of the Recipient; (ii) was already in the Recipient’s possession without a duty of confidentiality owed to the Discloser at the time of the Discloser’s disclosure; (iii) is lawfully obtained by the Recipient from a third party who has the express right to make such disclosure; or (iv) is independently developed by the Recipient without breach of an obligation owed to the Discloser. The Recipient may use the Discloser’s Confidential Information solely to perform its obligations under this Agreement. Except as set forth in the immediately following sentence, the Recipient will not disclose the Discloser’s Confidential Information to any third party except to its employees, consultants, affiliates, agents, and subcontractors having a need to know such information to perform its obligations under this Agreement who have signed a non-disclosure agreement with the Recipient containing terms at least as protective of the Discloser’s Confidential Information as those contained herein. The Recipient may disclose the Discloser’s Confidential Information to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that it notifies the Discloser of such required disclosure to enable Discloser to seek a protective order or otherwise to prevent or restrict such disclosure. All right, title, and interest in and to Confidential Information are and will remain the sole and exclusive property of the Discloser. The Recipient will use no less than commercially reasonable efforts to protect the Discloser’s Confidential Information from unauthorized access, use, or disclosure. Notwithstanding anything to the contrary in this Agreement, Company’s obligations with respect to the protection of Customer Data are solely as set forth in Section 9 (Customer Data).

12. Disclaimer of Warranties

Company represents and warrants that, under normal, authorized use, the Service shall substantially perform in conformance with its Documentation. As Customer’s sole and exclusive remedy and Company’s sole liability for breach of this warranty, Company shall use commercially reasonable efforts to repair the Service. The warranty set forth herein shall not apply if the failure of the Service results from or is otherwise attributable to: (i) repair, maintenance or modification of the Service by persons other than Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Service; (iii) use of the Service other than in accordance with the Documentation; or (iv) the combination of the Service with equipment or software not authorized or provided by Company.

OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND THE RESULTS THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DOES NOT WARRANT THAT: (i) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OR OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS SECTION 12, COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY OUTPUTS OR RESULTS GENERATED BY THE SERVICE, INCLUDING AI GENERATED OUTPUT MAY BE INACCURATE OR INCOMPLETE. CUSTOMER IS SOLELY RESPONSIBLE FOR (A) ITS USE OF THE SERVICE, (B) REVIEWING AND VERIFYING ANY OUTPUT BEFORE RELYING ON OR USING IT, AND (C) ANY DECISIONS OR ACTIONS TAKEN BASED ON THE SERVICE AND/OR OUTPUT. COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CUSTOMER MAY OBTAIN THROUGH THE SERVICE AND DISCLAIMS ALL LIABILITY FOR ERRORS OR INACCURACIES IN, OR DECISIONS OR ACTIONS TAKEN IN RELIANCE ON, THE SERVICE OR ANY SERVICE-GENERATED OUTPUT. COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CUSTOMER’S HOSTING SERVICES.

13. AI Features and Third-Party Services

Customer acknowledges that the Service is an AI orchestration platform that may connect to and integrate with third-party artificial intelligence models, large language models (LLMs), APIs, enterprise systems, databases, and other services (collectively, “Third-Party AI Services”). The Service enables Customer to build and configure AI-powered workflows and AI agents that analyze information and perform automated actions based on Customer’s instructions and configurations. Customer is solely responsible for: (a) the configuration of workflows, AI agents, and automated actions within the Service; (b) selecting which Third-Party AI Services to integrate with the Service; (c) ensuring that Customer’s use of Third-Party AI Services complies with the applicable third party’s terms and conditions; and (d) the outputs, decisions, and actions resulting from Customer’s configured workflows and AI agents. Third-Party AI Services are subject to the applicable third party’s terms, and Company makes no warranties or representations regarding such Third-Party AI Services. When activating and/or using Third-Party AI Services, Customer acknowledges and agrees that Customer Data and personal information may be transferred to, processed, and/or stored by such third parties. Results generated through the Service, including outputs from Third-Party AI Services, are automatically produced (by machine), and may be inaccurate, incorrect, contain non-unique elements, or display content similar to that shown to other customers or users. Manual or human review is required. The use of the Service and any Third-Party AI Services is at the Customer’s own discretion and sole risk. The Service does not constitute professional, legal, medical, financial, or other regulated advice. Customer acknowledges that the Service, whether currently available or introduced in the future, is provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind. Company makes no representations or warranties regarding the accuracy, reliability, usefulness, legality, non-infringement, functionality, or suitability of any AI-generated text, data, or output for Customer’s specific needs. Customer assumes all risks associated with the use of, and reliance upon, the Service and its outputs. Customer shall use the Service solely for lawful and ethical purposes and in compliance with applicable laws, and shall not use it in any manner that could damage, disable, or impair the Service. Customer shall not (a) represent that output was human-generated when it is not; (b) use any automated or programmatic method to extract data from the Service itself, including scraping, web harvesting, or web data extraction directed at the Service (for clarity, this restriction does not prohibit Customer from using the Service’s built-in web scraping and data extraction features as intended); or (c) use the Service or its outputs to develop, train, or improve any competing artificial intelligence or machine learning system. Customer represents that it (i) has provided its Users the necessary warnings and notices with respect to their use of the Service; and (ii) has all necessary rights and permissions to input, create, upload, or share content through the Service and will not infringe or violate any third-party rights or applicable laws. Customer shall defend, indemnify, and hold harmless Company from any claims arising out of Customer’s or its Users’ use of the Service, configured workflows and AI agents, generated outputs, automated actions performed by the Service, violation of third-party rights, or breach of applicable law.

14. Workflow and Output Ownership

Customer shall own all rights in: (a) the specific workflow configurations, AI agent configurations, and automation rules created by Customer within the Service (“Customer Configurations”); and (b) the specific outputs generated by the Service in response to Customer’s inputs and configurations (“Outputs”). Such ownership is subject to the following: (i) Company retains all rights in the Service, its underlying technology, workflow engine, and platform capabilities; (ii) Customer Configurations may incorporate or rely upon Company’s proprietary templates, connectors, and platform features, which remain Company’s property; (iii) Outputs generated through Third-Party AI Services are subject to the applicable third party’s terms regarding output ownership; (iv) Company may generate similar or identical Outputs for other customers, and Company makes no representation of exclusivity; and (v) Customer’s ownership is subject to Customer’s compliance with this Agreement. Customer grants Company a non-exclusive, worldwide, royalty-free license to use Customer Configurations and Outputs solely for purposes of providing, maintaining, and improving the Service.

15. Limitation of Liability

OTHER THAN WITH REGARDS TO DAMAGES RESULTING FROM A PARTY’S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, AND/OR BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, CUSTOMER’S MISAPPROPRIATION OR OTHER VIOLATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING VIOLATION OF THE USE RESTRICTIONS BY CUSTOMER): (A) NEITHER PARTY SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, REPUTATION OR GOOD WILL, DATA, OR DATA USE, OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; AND (B) EITHER PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO COMPANY BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO COMPANY UNDER THIS AGREEMENT.

16. Indemnification

Company agrees to defend, at its expense, any third party action or suit brought against Customer alleging that the Service, when used as permitted under this Agreement, infringes intellectual property rights of a third party (“IP Infringement Claim”); and Company will pay any damages finally awarded by a court of competent jurisdiction against Customer that are attributable to any such IP Infringement Claim, provided that Customer (i) promptly notifies Company in writing of such claim; and (ii) grants Company the sole authority to handle the defense or settlement of any such claim and provides Company with all reasonable information and assistance in connection therewith, at Company’s expense. Company will not be bound by any settlement that Customer enters into without Company’s prior written consent.

Customer shall defend, indemnify, and hold harmless Company from any claims arising out of Customer’s violation of applicable data protection laws, failure to obtain required consents, or unlawful processing of Personal Data through the Service (“Data Protection Claims”). Company shall have no liability for any Data Protection Claims.

If the Service becomes, or in Company’s opinion is likely to become, the subject of an IP Infringement Claim, then Company may, at its sole discretion: (a) procure for Customer the right to continue using the Service; (b) replace or modify the Service to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Company’s reasonable efforts, then Company may terminate Customer’s right to use the affected Service upon written notice to Customer, and Customer shall be entitled to receive a pro-rated refund or service credit, at Company’s sole discretion, for any unused and unexpired prepaid Credits allocable to the affected Services as of the effective date of termination.

Notwithstanding the foregoing, Company shall have no responsibility for IP Infringement Claims resulting from or based on: (i) Company’s compliance with Customer’s instructions or specifications; (ii) if relevant, Customer’s failure to implement software updates provided by Company specifically to avoid infringement; or (iii) the combination or use of the Service with equipment, devices or software not supplied by Company or not in accordance with the Documentation.

This Section 16 states Company’s entire liability, and Customer’s exclusive remedy, for any IP Infringement Claim.

17. Term and Termination

17.1. Term

This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue in full force and effect for the duration of the Usage Term. Customer may continue using the Service for so long as it has valid, unused Credits available in its Account, subject to the terms of this Agreement. Any purchase of additional Credits will extend Customer’s ability to access and use the Service until such additional Credits are exhausted.

17.2. Termination for Breach

Each Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within sixty (60) days after receipt of written notice specifying the material breach (except that for payment defaults, such cure period will be seven (7) days).

17.3. Termination for Insolvency

Company may terminate this Agreement upon written notice to Customer upon the occurrence of any of the following events: (a) if Customer is an entity, a receiver is appointed for Customer or its property, which appointment is not dismissed within sixty (60) days; (b) if Customer is an entity, Customer makes a general assignment for the benefit of its creditors; (c) if Customer is an entity, Customer commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (d) if Customer is an entity, Customer is liquidating, dissolving or ceasing normal business operations.

17.4. Effect of Termination; Survival

Upon termination of this Agreement for any reason: (a) the License shall automatically terminate, (b) Customer shall cease all access and use of the Service thereunder, and (c) Customer shall (as directed) permanently erase and/or return all Confidential Information of Company in Customer’s possession or control. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement (including limitation of liability) shall so survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

18. Miscellaneous

18.1. Entire Agreement

This Agreement, and any exhibits attached or referred hereto, represents the entire agreement between the Parties concerning the subject matter hereof, replaces all prior and contemporaneous oral or written understandings and statements, and may be amended only by a written agreement executed by both Parties.

18.2. No Waiver

The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach shall not be deemed a waiver by that Party as to subsequent enforcement or actions in the event of future breaches. Any waiver granted hereunder must be in writing.

18.3. Severity

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it enforceable.

18.4. Publicity

Company may use anonymized or aggregated data regarding Customer’s use of the Service for marketing, promotional, and analytical purposes. Following termination of this Agreement, Customer may request Company to remove any non-anonymized customer reference.

18.5. No Third Parties

Except as stated otherwise herein, this Agreement is for the sole benefit of the Parties hereto, and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person.

18.6. Assignment

Customer may not assign or transfer its rights or obligations under this Agreement without Company’s prior written consent. Company may assign this Agreement or any of its rights or obligations hereunder without restriction. This Agreement will bind and benefit each Party and its respective successors and permitted assigns.

18.7. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Israel without regard to principles of conflicts of law. All disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Tel-Aviv Yaffo, Israel; provided, however, that nothing in this Agreement shall prevent a Party from seeking injunctive relief to enforce the terms of this Agreement in any venue or jurisdiction as determined in such Party’s sole discretion and convenience.

18.8. Consumer Rights

Nothing in this Agreement shall affect any statutory rights that Customer may have as a consumer under applicable consumer protection laws that cannot be waived or limited by contract. To the extent any provision of this Agreement conflicts with mandatory consumer protection laws applicable to Customer, such mandatory laws shall prevail.

18.9. Amendments

Company reserves the right to make any changes and/or adjustments to this Agreement at any time, and shall provide Customer with at least 7 days prior written notice in case of any material changes to this Agreement. Customer’s continued use of the Services thereafter means that Customer accepts those changes.

18.10. No Agency

This Agreement does not, and shall not be construed to, create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party.

18.11. Force Majeure

Company will not be liable for any delay or failure to provide the Service resulting from circumstances or causes beyond the reasonable control of Company, including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, riot, acts of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Company.

18.12. Notices

Notices to either Party shall be deemed given (a) four (4) business days after being mailed by airmail, postage prepaid, (b) the same business day, if dispatched by facsimile or electronic mail before 13:00 hour (local time for the receiving Party) and sender receives acknowledgment of receipt, or (c) the next business day, if dispatched by facsimile or electronic mail after the hour 13:00 (local time for the receiving Party) and sender receives acknowledgment of receipt.

18.13. Electronic Signature

Customer hereby waives any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable laws. If Customer does not agree to any of the terms of this Agreement, then Customer must refrain from purchasing Credits, using the Services and/or any other service made available by Company in accordance with this Agreement.