Terms and Conditions

This End User License Agreement (this “EULA”) governs Customer's access to and use of the Services (as defined below), and is incorporated by reference into the purchase order, order form, evaluation agreement, proof-of-concept order form, or other document, whether or not it provides for the payment of fees, pursuant to which Customer orders or accesses the Services (the “Agreement”).

This EULA is entered into by and between the customer identified in the applicable Agreement (“Customer”) and UltraRed Ltd., an Israeli company, Company No. 514745470 (“UltraRed” or the “Company”).

The Company's rights, obligations, representations, and liability under this EULA relate to the Platform and Services, as identified in the applicable Agreement.

By executing an Agreement incorporating this EULA by reference this EULA, accepting electronically, or by using the Services, Customer agrees to be bound by this EULA.‍

1. Services; License

1.1 Services

Subject to the terms and conditions of this EULA, the Company shall provide Customer with the services identified in the applicable Agreement (the “Services”), delivered through the Company's proprietary technology as hosted on its platform or on third-party cloud infrastructure (the “Platform”).

1.2 License Grant

During the Term and subject to Customer's compliance with this EULA, the Company grants Customer a non-exclusive, non-transferable, non-sublicensable, limited, revocable right for Customer's employees, agents, representatives, and contractors registered for access to the Services (“Authorized Users”) to access and use the Platform for Customer's internal business use, in accordance with the Company's instructions and technical documentation (“Documentation”).

1.3 Evaluations and Proofs of Concept

Where the applicable Agreement is an evaluation agreement or proof-of-concept order form, or where the Company otherwise makes its Services available to Customer on a trial, evaluation, or proof-of-concept basis, whether or not for a fee (a “POC”), the Company provides the Services solely for the purpose of enabling Customer to evaluate the Services during the applicable POC period. Except as expressly stated otherwise in the applicable Agreement, provisions of this EULA that are conditioned on the payment of fees apply to a POC only to the extent fees are payable by Customer thereunder, and the Company may modify, suspend, or discontinue a POC, and any Services provided under it, at any time upon notice to Customer.‍

2. Customer Obligations

Customer undertakes to: (a) provide the Company with access to Customer's systems as agreed by the parties, to the extent required for the Company to provide its Services; (b) use the Platform, the Services, and all related software and Documentation in compliance with all applicable laws and regulations, including applicable data security and privacy laws, and represents and warrants that no third-party agreement prevents it from using the Platform as contemplated hereunder; and (c) manage and secure all API keys and login credentials used by Authorized Users in connection with the Services and protect the same against unauthorized use or disclosure.

3. Intellectual Property; Confidentiality; Use of Artificial Intelligence

3.1 Ownership

All intellectual property rights in the Company's Platform, Services, and Documentation (the “Company Materials”), including all derivatives, changes, and improvements thereof, lie exclusively with the Company. Customer shall not, with respect to the Company Materials: (i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Company Materials or any part thereof; (ii) represent that it possesses any proprietary interest in the Company Materials; (iii) directly or indirectly contest or infringe the Company's intellectual property rights; (iv) use the Company's name, trademarks, trade names, or logos except as permitted in writing; (v) copy any part or content of the Platform, reports, or Documentation other than for Customer's own internal business purposes; (vi) copy any features, functions, or graphics of the Platform or use it to build a competitive product or service; or (vii) remove any copyright, trademark, or other proprietary notice contained in the Company Materials. All intellectual property rights in Customer's own systems lie exclusively with Customer or its licensors.

3.2 Use of Artificial Intelligence; Restrictions on Data Use

The Company does not use Customer data to train, fine-tune, or otherwise develop its AI models or products. Customer data is not used to improve the Company's AI systems and is not shared with any external AI provider for training purposes. The Company may use AI technologies internally to support operational or analytical functions, provided such use protects Customer confidentiality and complies with applicable data protection laws and this EULA.

Customer is strictly prohibited from using any data, content, reports, alerts, platform output, or other materials provided by the Company, whether obtained via the Services or otherwise, for the purpose of training, developing, or refining Customer's own AI models or any third-party AI tools, whether such training is conducted internally or via external platforms and whether for commercial or internal purposes.

3.3 Confidentiality

The receiving party shall: (i) not disclose the disclosing party's Confidential Information to any third party other than its directors, employees, advisors, or consultants with a need to know, provided such persons are bound by confidentiality obligations no less restrictive than those herein; (ii) not use the disclosing party's Confidential Information except to carry out its rights and obligations under this EULA; and (iii) protect the disclosing party's Confidential Information using at least a reasonable degree of care. If the receiving party is required by law or legal process to disclose Confidential Information, it shall, where legally permitted, give the disclosing party prompt notice so that it may seek a protective order. As between Customer and the Company, the confidentiality obligations in this Section 3.3 shall survive for five (5) years from the date of termination or expiration of this EULA, except that trade secrets shall remain protected for as long as they retain trade secret status under applicable law.

3.4 Definition of Confidential Information

“Confidential Information” means any information disclosed by one party to another that is marked as confidential or that a reasonable person would understand, given the nature of the information and the circumstances of disclosure, to be confidential, excluding information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information.

3.5 Feedback

Any feedback, ideas, or suggestions for improvement that Customer provides regarding the Company's Services shall become the sole property of the Company, and the Company may use, disclose, and exploit such feedback for any purpose without restriction, attribution, or compensation to Customer.

4. Data Protection and Privacy

4.1 Processing of Customer Data

Customer confirms, declares, and agrees that, in the course of providing its Services, the Company may collect, access, process, store, and otherwise handle information and data provided by or on behalf of Customer, including personal data, solely for the purposes of performing its Services, complying with legal obligations, and fulfilling this EULA, in accordance with applicable data protection and privacy laws and subject to appropriate technical and organizational measures.

4.2 Customer Warranty

Customer represents and warrants that it has obtained all rights, consents, and authorizations required under applicable data protection and privacy laws to provide such data to the Company and to permit the Company's processing thereof in accordance with this EULA and any applicable data processing arrangements between the parties.

4.3 Data Processing Agreement

Where the Company processes personal data on behalf of Customer within the meaning of applicable data protection laws, Customer and the Company shall enter into a separate Data Processing Agreement (“DPA”), which shall form an integral part of this EULA. In the event of any inconsistency between this EULA and a DPA with respect to the processing of personal data, the DPA shall prevail. The Company's processing of personal data is further subject to its Privacy Policy, as updated from time to time and made available on its website.

5. Disclaimer; Limitation of Liability

5.1 Disclaimer

THE PLATFORM, SERVICES, AND DOCUMENTATION ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY, WITH RESPECT TO THE PLATFORM AND SERVICES. THE COMPANY FURTHER DISCLAIMS ANY WARRANTY THAT OPERATION OF THE PLATFORM OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NO CONDITION, WARRANTY, OR REPRESENTATION IS GIVEN AS TO THE RESULTS OR PERFORMANCE OBTAINED FROM THE COMPANY'S SERVICES OR CUSTOMER'S IMPLEMENTATION THEREOF, AND CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE PROPER ADAPTATION OF THE SERVICES TO ITS OWN CIRCUMSTANCES.

Customer acknowledges that the quality and accuracy of any alerts or recommendations generated by the Company's Services depend on the accuracy and completeness of the data provided, and that the Company shall not bear liability or responsibility for faults, errors, erroneous alerts, or failure to identify any threat.

5.2 Limitation of Liability

Except for direct loss or damage finally determined by a court of competent jurisdiction to have resulted from the Company's fraud or wilful misconduct, the Company's maximum aggregate liability arising out of or relating to this EULA shall not exceed the fees actually paid by Customer to the Company under the applicable Agreement in the twelve (12) months preceding the event giving rise to the claim (or, if the Term is shorter than twelve (12) months, the total fees paid to the Company under the applicable Agreement), provided that if no fees are payable by Customer to the Company under a no-fee evaluation or proof-of-concept, the Company's maximum aggregate liability shall not exceed ten thousand U.S. dollars (US$10,000). In no event shall the Company be liable for lost profits, loss of use, loss of data, cost of procurement of substitute goods or services, or for special, punitive, incidental, indirect, or consequential damages, however caused and regardless of the theory of liability, whether or not advised of the possibility of such damages. The Company's obligation to indemnify Customer for any direct loss or damage shall in all cases be subject to a final, non-appealable court decision establishing the Company's liability.

5.3 Claims Period

Any claim or cause of action arising out of or related to the Company's Services or this EULA must be filed within twelve (12) months after such claim or cause of action arose, or be forever barred.

6. Suspension

The Company may suspend Customer's or any Authorized User's right to access or use any portion of the Services immediately upon notice to Customer if the Company determines that: (a) Customer's or an Authorized User's use of the Services is in breach of this EULA; (b) Customer is in breach of its payment obligations to the Company; or (c) the applicable evaluation or proof-of-concept period has expired or the POC has otherwise concluded or been discontinued in accordance with Section 1.3. Customer shall not be entitled to any service credits for any period of suspension effected under this Section 6.

7. Term; Termination

7.1 Term

This EULA commences on the date of execution of the applicable PO, or, where the Services are provided pursuant to a no-fee evaluation or proof-of-concept without a signed PO, on the date Customer first accesses or uses the Services, and continues for the term specified in the applicable PO or, if none is specified, for the duration of the evaluation or proof-of-concept as agreed between the parties, unless terminated earlier in accordance with this Section 7 (the “Term”).

7.2 Termination for Cause

Customer, on the one hand, and the Company, on the other, may terminate the Services for cause if the other is in material breach of this EULA and such breach remains uncured for thirty (30) days after receipt of written notice, provided that if the breach is not capable of rectification, the non-breaching party may terminate immediately upon notice. The Company may additionally terminate its Services immediately upon notice to Customer in order to comply with applicable law or the request of a governmental authority.

7.3 Termination for Insolvency

The Company may terminate its Services immediately upon notice if Customer becomes subject to insolvency, administration, liquidation, receivership, a scheme of arrangement, or any analogous proceeding in any jurisdiction, or is struck off the applicable companies registry, save where such event occurs for the purpose of a solvent reconstruction or amalgamation. All sums owing to the Company at the time of such event shall become immediately due and payable to the Company.

7.4 Effect of Termination

Upon termination or expiration of this EULA or of the Company's Services, Customer shall immediately cease use of the Platform and Services, and each party shall return or destroy the other party's Confidential Information in its possession, provided that a party may retain copies of Confidential Information: (i) in automated archival or backup systems maintained in the ordinary course of business, or (ii) as required by applicable law, regulation, or bona fide internal recordkeeping or audit policies, in each case subject to the continuing confidentiality obligations of this EULA. Any outstanding fees owed to the Company shall become immediately due and payable to the Company. Sections 3, 4, 5, 7.4, 8, and 11 shall survive any expiration or termination of this EULA.

8. Assignment

Customer shall not assign or transfer its rights or obligations under this EULA, whether by operation of law or otherwise, without the prior written consent of the Company, and any purported assignment in violation of this Section 8 shall be void. The Company may assign this EULA, in whole or in part, upon prior written notice to Customer, including in connection with a merger, acquisition, reorganization, change of control, or sale of substantially all of the assets of the Company or the relevant business line.

9. Notices

All notices or communications under this EULA shall be in writing and delivered in person, by registered mail, by overnight courier with confirmation of delivery, or by e-mail with written confirmation of receipt, addressed to the address set out in the applicable Agreement for the Company or Customer, or such other address as any party may designate in writing. Notices delivered in person or by courier are deemed given upon delivery; those given by e-mail are deemed given on the following business day; those sent by registered mail are deemed given three (3) calendar days after posting.

10. Publicity

The Company may reference its engagement with Customer in general marketing and publicity materials, including the use of Customer's name and logo, unless Customer objects in writing to the Company.

11. Governing Law; Jurisdiction

This EULA is governed by the laws of the State of Israel, without regard to its conflict of laws principles, and the courts of Tel Aviv, Israel shall have exclusive jurisdiction over any dispute arising out of or relating to this EULA.

12. General

This EULA, together with the applicable Agreement and any DPA entered into pursuant to Section 4.3, constitutes the entire agreement among the parties with respect to its subject matter and supersedes all prior agreements or representations, oral or written. No amendment or waiver of any term of this EULA shall be effective unless in writing and signed by Customer and the Company. If any part of this EULA is held invalid or unenforceable, that part shall be modified to the minimum extent necessary to make it valid, or if it cannot be so modified, severed, without affecting the remainder of this EULA. No failure or delay by any party in exercising any right under this EULA shall operate as a waiver of that right. No party shall be liable for any delay or failure to perform its obligations under this EULA to the extent such delay or failure results from an event beyond its reasonable control, provided the affected party uses reasonable efforts to continue performance for the duration of such event. Nothing in this EULA shall be construed to create a partnership, joint venture, or agency relationship between the parties, and no party shall have authority to bind another party.