Terms of Use

Lira AI Ltd. (the "Company") grants you a right and license to use and access the Solution, subject to the terms of this master services agreement, and only upon the condition that you accept the terms contained in this master services agreement (the "Agreement"). Unless you have a separate agreement with the Company, this Agreement and its Exhibits, represents a binding legal agreement between you as an individual, the company, or the legal entity that will be utilizing the Solution or the Services ("You" or "Customer").

This Agreement takes effect when Customer clicks the "accept" or similar button, or by accessing or using the Solution, or by signing this Agreement. By doing so, Customer: (a) acknowledges that it has read and understands this Agreement; (b) represents and warrants that it has the right, power, and authority to enter into this Agreement and, if entering into this agreement for an organization, that it has the legal authority to bind that organization; and (c) accepts this Agreement and agrees that it is legally bound by its terms. If you do not agree to the terms of this Agreement, please do not use the Solution or any part thereof.

1. Interpretation

In this Agreement, the following definitions shall have the following meanings:

• "Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where "control" means the ownership, directly or indirectly, of more than 50% of the voting securities or other ownership interest of an entity.
• "Customer Data" means any data provided by Customer during the use of the Solution or Services, excluding Analytics Data.
• "Documentation" means the user's guides and technical manuals related to the Solution and Services, as made available by Company to Customer.
• "Order" means any written order document executed by Company and Customer setting forth the terms and conditions relating to the Services.
• "Services" means (i) the license to use the Solution pursuant to the terms of this Agreement; (ii) any and all maintenance services performed from time to time by the Company; (iii) any and all integration services and/or standard support services; and (iv) other related services as further described under the Order.
• "Services Fees" means the subscription fees payable by the Customer to the Company for the Services, as set forth in the Order.
• "Solution" means an AI cloud-based software as a service (SaaS) solution for financial advisors, and the Solution Data, as made available to Customers pursuant to the terms of this Agreement.
• "Solution Data" means any data, information, content, models, analyses, results, reports, metadata, or other materials generated, derived, or output by the Solution or Services, and any Analytics Data.

2. Grant of Rights; Prohibited Use

2.1 Grant of Rights

Subject to the terms of this Agreement and with any applicable law, including, without limitation, the payment of the applicable Services Fees, the Company hereby grants to the Customer, during the Term, solely for the Customer's internal business operations, a limited, non-perpetual, non-exclusive, non-transferable, non-sublicensable license to access and use the Solution, Documentation and Services in respect of the number of users specified in the Order.

2.2 Prohibited Use

The Customer shall not and shall not attempt to:

• Copy, modify, duplicate, imitate, reproduce, create derivative works from, frame, mirror, or download, all or any portion of the Solution, Documentation or Services;
• Decompile, disassemble, reverse engineer or otherwise attempt to discover any source code;
• Sell, rent, lease, transfer, assign, distribute, transmit, display, publish, disclose, or abuse the Solution, Documentation or Services;
• Obtain, or assist third parties in obtaining, unauthorized access to the Solution;
• Create or send any viruses, worms or Trojan horses, or engage in denial of service attacks;
• Use or launch any automated system that accesses the Solution or Services;
• Use the Solution in any manner that damages, disables, overburdens or impairs the Solution;
• Use the Solution in any manner prohibited by this Agreement and/or any applicable law;
• Use the Solution for competitive analysis, competitive benchmarking or to build a competitive product;
• Delete, obscure, or alter Company's intellectual property or proprietary rights notices;
• Allow or cause any third party to do any of the foregoing.

3. Data

As between the parties, the Customer shall own all rights, title and interest, in and to all of the Customer Data. Customer hereby represents that it shall have, throughout the Term, the right to use, distribute and/or otherwise provide the Company with the Customer Data, through the Solution or Services.

The Customer represents and warrants that the Customer Data provided to Company, while using the Services, will not violate any applicable law, regulation or agreement.

Customer grants to Company a limited, worldwide, non-exclusive, royalty-free license, during the Term, to access, store, copy, display, use and transmit the Customer Data, as necessary to provide the Solution and Services to Customer, to provide maintenance and support services, to monitor the functioning of the Solution and Services and to perform and administer the Agreement.

The Company and its Affiliates may compile statistical information related to the performance of the Services ("Analytics Data") and may use and/or make the Analytics Data publicly available, provided that the Analytics Data does not incorporate any Customer Data and/or Customer's Confidential Information, and as long as the Analytics Data has been aggregated, anonymized, de-identified, or otherwise rendered not reasonably associated with or linked to an identifiable individual or to Customer.

4. Proprietary Rights

The Company shall retain all right, title and interest, including without limitation all patents, copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights, in and to the Solution, Documentation, Services and Analytics Data and/or the Company's technology, including without limitations, any improvements, updates, upgrades, error-corrections or other modifications thereof, and any work products thereof.

5. Service Level Commitment

The Company shall use commercially reasonable efforts to make the Solution available during the applicable Term in accordance with the Service Level Agreement. In the event that the Solution does not meet the committed SLA during any given calendar month, the Customer may be entitled to a service credit as set forth in the applicable SLA.

6. Customer Responsibilities

The Customer shall (a) provide the Company with all necessary cooperation, access and information as may be required in order to provide the Services; (b) comply with all applicable laws and regulations regarding its use of the Solution and the Services; (c) carry out all responsibilities set out in this Agreement in a timely and efficient manner; (d) ensure that the Customer's network and systems comply with the relevant specifications; (e) be solely responsible for procuring, maintaining and securing network connections and telecommunications links; and (f) be solely responsible for all problems, conditions, delays, delivery failures arising from Customer's network connections or telecommunications links.

7. Charges and Payment

The Customer shall pay to the Company the Services Fees in accordance with the provisions of the Order. Unless otherwise specified in the Order, the Customer shall pay the Services Fees to the Company by wire transfer, in advance, on the Effective Date for the Initial Subscription Term, and if applicable, in advance no later than thirty (30) days prior to the commencement of each Renewal Period.

If the Company has not received payment within thirty (30) days after the due date of an invoice, the Company may, at its sole discretion, disable, suspend or terminate the Customer's access to all or part of the Services. Interest shall accrue on any such due amounts at a monthly rate equal to the higher of 1.5% or the highest rate permitted by law.

All amounts and fees stated or referred to in this Agreement: (a) shall be payable in United States Dollars; (b) are non-cancellable and non-refundable; and (c) are exclusive of any sales, value added and other similar taxes, which shall be added to each payment at the appropriate rate.

8. Confidentiality

Each party may be provided with, given access to, or exposed to, Confidential Information of the other party in connection with this Agreement. "Confidential Information" shall mean any information and data of a proprietary or confidential nature, whether in oral, written, graphic, machine-readable form, or in any other form, including but not limited to proprietary, technical, development, marketing, sales, price, operating, performance, cost, know-how, business and process information.

Each party shall hold the other party's Confidential Information in strict confidence, shall not disclose or make such Confidential Information available to any third party, and shall not use such Confidential Information for any purpose other than for performing its obligations under this Agreement.

9. Export

Customer acknowledges that the Solution and Services may be subject to export control laws and regulations of the State of Israel and agrees to abide by any such laws and regulations as such may apply from time to time.

10. Warranties

The Company undertakes to use commercially reasonable endeavours to provide the Services in a reasonable commercial skill and care and further undertakes that the Solution shall operate according to the material specification specified in the Documentation during the applicable Term.

EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED UNDER THIS AGREEMENT, THE SOLUTION, SERVICES AND DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER. ALL EXPRESS, IMPLIED AND/OR STATUTORY WARRANTIES IN CONNECTION WITH THE SOLUTION, SERVICES AND DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE ALL EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Indemnity

By Customer: Customer will defend Company and its Affiliates against any claim, demand, suit or proceeding made or brought against Company by a third-party arising from: (a) use of the Services by the Customer in violation of this Agreement; (b) the nature and content of Customer Data; (c) Customer's material breach of any of its obligations, representations or warranties hereunder.

By Company: The Company shall, at its own expense, defend the Customer against any claim, suit, or proceeding brought by a third party alleging that the use of the Services, as provided under this Agreement, infringes any valid and registered intellectual property right.

12. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN AND BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

13. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for the initial subscription term as set forth in the Order (the "Initial Subscription Term"), unless sooner terminated pursuant to the terms of this Agreement. After the Initial Subscription Term, this Agreement shall automatically renew for successive periods (each a "Renewal Period"), unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

Either party may terminate this Agreement: (a) if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice; (b) immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver, or similar authority.

14. General

This Agreement, together with the Order and any other documents incorporated herein by reference, constitutes the entire agreement between the parties and supersedes all prior agreements, discussions, or representations. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, excluding its conflict of law principles. The parties irrevocably agree that the competent courts of Tel-Aviv shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

Neither party shall be in breach of this Agreement nor liable for delay in performing any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control (Force Majeure).

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.