These Standard Terms govern the provision of the Services by Weesp AI, Inc. (“Company”) to the customer identified in the Services Order Form that incorporates these Standard Terms by reference (“Customer”). These Standard Terms, the Order Form, and the annexes incorporated therein together constitute the “Agreement”. Capitalized terms used but not defined herein have the meanings given in the Order Form.
1. SaaS Services and Support
1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms set out in Annex B (Support and Service Levels). As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice. Company’s performance is subject to Customer’s timely provision of accurate data, access, decisions, approvals, and cooperation reasonably required; Company shall not be responsible for any delay or failure to the extent caused by Customer’s failure to do so, and affected deadlines and Service Levels shall be equitably extended.
2. Restrictions and Responsibilities
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
2.2 Customer shall comply with all applicable export control and sanctions laws and regulations, including those of the United States and the State of Israel, in its use of the Services, and shall not make the Services or Software available to any sanctioned party or embargoed territory.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. Customer shall not submit to the Services any content, or use the Services in any manner, that violates applicable law, third-party rights, or the applicable AI providers’ acceptable-use or prohibited-use policies made available to Customer. Customer shall defend and indemnify Company against third-party claims arising from (i) Customer Data, (ii) Customer’s use of the Services in violation of this Agreement or applicable law, or (iii) modifications by Customer or its users to skills files or process definitions, subject to the same procedural conditions, and to the limitations of liability, applicable to Company’s indemnity under this Agreement.
3. Confidentiality; Proprietary Rights
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take industry-standard technical and organizational measures, and no less than reasonable care, to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof (except that obligations with respect to information constituting a trade secret under applicable law shall survive in perpetuity) or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 As between the parties, Customer owns all right, title and interest in and to Customer Data, in the reports, findings, and other output deliverables generated by the Services specifically for Customer, and in the skills files and process definitions that embody Customer’s methodology as configured for Customer within the Services, whether created by Company, by Customer, or jointly (collectively, “Customer Artifacts”). Company does not own Customer Artifacts; Company hosts and processes them on Customer’s behalf as part of the Services, under a non-exclusive license to use them solely to provide the Services to Customer during the Term. Company owns all right, title and interest in and to the Services and Software, including the platform’s generic templates, prompt frameworks, and tooling. Nothing in this Agreement restricts Company from using generalized know-how, techniques, and process patterns learned in providing the Services, provided they do not incorporate Customer Data or Customer Proprietary Information. Company shall not use Customer Data to train or fine-tune any generalized machine-learning or foundation model, or to develop products or services for any third party, except with Customer’s prior written consent; provided that Company may use Customer Data as necessary to provide, maintain, support, secure, and improve the Services for Customer, including configuring, calibrating, and improving Customer’s own processes, skills files, and outputs. Nothing in this Section grants Company any ownership of, or license to, Customer Data or anything derived from it, except as expressly set forth elsewhere in this Agreement. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology, development, or extra capabilities created in connection with the Implementation Services or support (excluding Customer Artifacts), and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Company’s right to collect, analyze, use, and disclose data relating to the provision, use, and performance of the Services is limited solely to genuinely de-identified, aggregated operational telemetry (e.g., system performance, uptime, error rates, and usage volumes) that cannot, alone or in combination, be used to identify Customer, any end user, or any business partner of Customer, and from which all Customer Data has been irreversibly removed. Company will be free to use such de-identified, aggregated operational telemetry for its lawful business purposes, including to maintain and improve the operational performance of the Services. For clarity, nothing in this Section grants Company any right to retain, use, or disclose Customer Data or anything derived from it except as expressly permitted elsewhere in this Agreement. No rights or licenses are granted except as expressly set forth herein. For clarity, nothing in this Section limits Company’s right to process Customer Data and Services usage data as necessary to provide, secure, support, and bill for the Services (including calculating and reporting Credits consumption), to prevent fraud or abuse, and to comply with law.
4. Payment of Fees
4.1 If the Order Form provides for a proof-of-concept stage, no fees or other amounts are payable by Customer prior to the POC Success Date (as defined in the Order Form). Implementation fees, if any, are as set out in the Order Form.
4.2 Customer will pay Company the fees described in the Order Form (the “Fees”): (i) the monthly platform subscription fee, billed monthly in advance commencing as set out in the Order Form; (ii) Credits, purchased in advance and drawn down from Customer’s prepaid Credit balance in accordance with actual consumption of the Services; and (iii) implementation hours, drawn from the prepaid hours bank in accordance with detailed time reports. Credit pricing, volume discounts, any customer-specific Credits allowance, Credit validity periods, and the hours-bank rate are set out in the Order Form. Company shall provide Customer with a monthly consumption report detailing the Credits consumed and, upon Customer’s reasonable request, shall make available records reasonably supporting the consumption so reported (redacted as appropriate to protect third-party confidential information). No more than once per calendar year, and only where Customer has identified from the consumption reports a documented discrepancy exceeding five percent (5%), Customer may engage an independent accountant, subject to confidentiality obligations, to verify the relevant Credits consumption remotely; such review shall be at Customer’s expense unless it reveals an overcharge exceeding five percent (5%), in which case Company shall bear its reasonable cost.
4.3 If Customer’s prepaid Credit balance is exhausted, Company shall notify Customer and afford Customer a reasonable opportunity to purchase additional Credits. Company may suspend processing while the balance remains exhausted, provided that any such suspension shall be limited to processing that would draw on the exhausted balance, and Company shall resume processing promptly upon replenishment. Company may also suspend the Services (in whole or in part) immediately, with notice as soon as practicable, if Company reasonably determines that Customer’s use (i) poses a security risk to the Services or any third party, (ii) violates applicable law or the acceptable-use policies of Company’s AI providers, or (iii) could subject Company to liability; Company shall limit any suspension in scope and duration to what is reasonably necessary.
4.4 Credits may be applied to any AI model made available within the Services, at that model’s published Credit consumption rate; the Credits bank does not constitute a commitment to any specific model.
4.5 Company shall not charge Customer any overage, excess-usage, or capacity-based fees beyond the Fees described in the Order Form. The subscription fee and Credit rates shall remain as set forth in the Order Form for at least twelve (12) months following the Effective Date; thereafter, Company may adjust them upon thirty (30) days’ prior written notice to Customer (which may be sent by email), provided that no adjustment shall affect Credits already purchased or any customer-specific Credits allowance. Notwithstanding the foregoing, Company may, upon thirty (30) days’ notice, adjust the Credit consumption rate applicable to a particular AI model, or substitute a model, to reflect changes in third-party provider pricing or availability, so long as the aggregate Credit cost to Customer for substantially equivalent usage does not materially increase.
4.6 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may, following written notice to Customer of the past-due amount and a period of ten (10) business days to cure such nonpayment, result in suspension or termination of Service. Customer shall be responsible for all taxes associated with the Services other than taxes based on Company’s net income. All amounts under this Agreement are stated in New Israeli Shekels (NIS) and are exclusive of value added tax (VAT), which, where applicable, shall be added at the statutory rate against a duly issued tax invoice.
5. Term and Termination
5.1 Subject to earlier termination as provided below, this Agreement commences on the Effective Date and continues for the term set out in the Order Form (collectively, the “Term”), renewing automatically as set out in the Order Form unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Where the Order Form provides for a proof-of-concept stage and the POC Success Date has not occurred within the period specified in the Order Form, either party may terminate this Agreement upon written notice, and no Fees shall be due.
5.2 In addition to any other remedies it may have, either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice describing the breach (ten (10) business days in the case of nonpayment). In the case of non-renewal or expiration of the Term (and provided Customer is not then in material breach and there is no security, legal, or compliance reason requiring immediate cessation), Company will, upon Customer’s request, provide a commercially reasonable transition period of up to thirty (30) days during which Customer may complete or transition processes then in progress. Prepaid Credits and prepaid hours are non-refundable, except that if Customer terminates this Agreement for Company’s uncured material breach or under a termination right expressly set out in Annex B, Company shall refund the unused balance of prepaid Credits and prepaid hours within thirty (30) days of the effective date of termination.
5.3 Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination or expiration of this Agreement, Company shall, upon Customer’s request, export and make available to Customer all Customer Data in a complete, usable, and machine-readable format for a period of no less than thirty (30) days following termination. Within thirty (30) days after the earlier of completion of such export or expiration of the retrieval period, Company shall permanently and securely delete all Customer Data (including all copies and backups) from its systems and, upon Customer’s request, provide written certification of such deletion. Company may retain Customer Data (i) in routine backup media, which shall be deleted in the ordinary course of Company’s backup cycle (not to exceed ninety (90) days) and shall remain subject to the confidentiality and security obligations of this Agreement until deleted, and (ii) to the extent required by applicable law. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. Warranty and Disclaimer
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. Customer acknowledges that the Services generate outputs using probabilistic artificial-intelligence models operated by third parties, whose behavior may change over time, and that outputs (including findings reports) may contain errors, omissions, or inaccuracies. The Services are a decision-support tool: Customer is responsible for reviewing findings reports and other outputs, and for all decisions and actions taken in reliance on them. Company shall have no liability, and shall not be deemed in breach of this Agreement or any Service Level, to the extent any degradation in output quality, error, or failure results from modifications made by Customer or its users to skills files, process definitions, prompts, or other Customer-configurable settings; remediation of such degradation at Customer’s request shall draw on the prepaid hours bank at the Order Form rate. Any features identified as beta, preview, pilot, or early access are provided strictly “AS IS”, are excluded from all warranties, indemnities, and Service Levels, and may be modified or discontinued at any time. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. Indemnification
Company shall defend Customer against any third-party claim alleging that the Services, as provided by Company and used by Customer in accordance with this Agreement, infringe such third party’s intellectual property rights, and shall indemnify Customer against damages finally awarded by a court of competent jurisdiction, or amounts payable under a settlement approved by Company in writing, in respect of such claim; provided that Customer (a) gives Company prompt written notice of the claim, (b) grants Company sole control of the defense and settlement of the claim, and (c) provides Company with reasonable cooperation.
The foregoing obligations shall not apply to the extent a claim arises from (i) the combination of the Services with products, services, or data not provided by Company, (ii) modifications to the Services not made by Company, (iii) Customer Data, (iv) Customer’s continued use of the Services after Company has notified Customer to cease such use and provided a non-infringing alternative, or (v) output generated by a third-party AI model; provided, however, that with respect to any claim arising from such output, Company shall (1) enforce, and pass through to Customer the full benefit of, any indemnity Company holds from the applicable AI provider in respect of such output, and (2) upon Customer’s reasonable request, disclose to Customer the scope of the indemnities Company holds from its AI providers. The applicable AI provider’s indemnity terms for generated output are as set out in the annex so designated in the Order Form, if any, or otherwise as published by the applicable AI provider from time to time.
With respect to any claim arising from output generated by a third-party AI model, the following allocation applies: (A) to the extent the claim is covered by the applicable AI provider’s indemnity (including where it arises from the use of a paid, generally-available AI provider service designated by the provider as an indemnified service, with the provider’s content-filtering, citation, and responsible-use tools enabled and not circumvented, in respect of unmodified generated output, and is not a trademark claim), Company’s liability shall be limited to the amounts actually recovered by Company from the applicable AI provider; provided that Company shall use commercially reasonable efforts to pursue such recovery and shall not settle, release, or waive such claim in any manner that reduces or prejudices the benefit available to Customer without Customer’s prior written consent (Customer acknowledging that, under the applicable AI provider’s terms, the provider may retain sole control of the defense and settlement of the underlying third-party claim, such that Company’s obligations under this clause apply to Company’s own conduct in pursuing and resolving its claim against the provider and do not extend to the provider’s independent conduct); and (B) to the extent the claim is not covered by the applicable AI provider’s indemnity by reason of how the Services were built or operated by Company — including the use of non-generally-available or preview models, the disabling or circumvention of the provider’s content-filtering, citation, or responsible-use tools, or the modification or combination of generated output by Company — or by reason of the claim being a trademark claim arising from generated output, such claim shall be subject to Company’s indemnity obligation under this Section and to the limit applicable to intellectual-property infringement set forth in the Section titled “Limitation of Liability”, and shall not be limited to the amounts recovered from the applicable AI provider.
Company will use commercially reasonable efforts to use AI provider services eligible for the provider’s intellectual-property indemnity and to enable provider-recommended safety features, where available for the models used. If the Services become, or in Company’s reasonable opinion are likely to become, the subject of an infringement claim, Company may, at its option and expense, (1) procure for Customer the right to continue using the Services, (2) modify or replace the Services so that they are non-infringing without material loss of functionality, or (3) if neither of the foregoing is commercially practicable, terminate the affected Services and refund any prepaid, unused Fees. This Section states Company’s entire liability, and Customer’s sole and exclusive remedy, for any claim of intellectual property infringement relating to the Services. Except as set forth in clause (A) above, amounts paid by Company under this Section shall be subject to, and shall count toward, the limit applicable to intellectual-property infringement set forth in the Section titled “Limitation of Liability” (being the total Fees paid or payable by Customer to Company for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability).
8. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT AS SET FORTH IN THIS SECTION, NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SUCH PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION LIMITS (X) CUSTOMER’S OBLIGATION TO PAY FEES DUE UNDER THIS AGREEMENT, OR (Y) CUSTOMER’S LIABILITY FOR ITS INFRINGEMENT OR MISAPPROPRIATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS IN THE SERVICES OR SOFTWARE, OR FOR ITS BREACH OF SECTION 2.1.
9. Miscellaneous
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Israel, without regard to its conflict of laws provisions. Each party irrevocably consents and submits to the exclusive jurisdiction of, and agrees that venue shall lie exclusively in, the competent courts of Tel Aviv-Yafo, Israel, for any dispute arising out of or relating to this Agreement, and waives any objection to such venue.
Company may identify Customer by name and logo as a customer of Company in customer lists and marketing materials, in accordance with Customer’s brand guidelines if provided; Customer may revoke this permission at any time by written notice. Press releases and case studies require Customer’s prior written approval. In the event of conflict, the Order Form prevails over these Standard Terms, and these Standard Terms prevail over any other annex, except as expressly stated in the Order Form. Company may update these Standard Terms by posting a revised version with notice to Customer; updates take effect upon commencement of Customer’s next renewal term and do not apply retroactively. Where the Order Form incorporates a Data Processing Addendum, it forms part of the Agreement and governs the processing of personal data; Customer is responsible for ensuring it has all rights, consents, and lawful bases required to provide Customer Data (including any personal data) to Company for processing as contemplated by this Agreement, including processing via third-party AI providers.
10. Dispute Mechanism
If the Customer disputes any invoice or monthly consumption report issued under this Agreement, including the Credits consumption reported by the Company, the Customer must deliver written notice of the dispute to the Company within seven (7) business days of delivery of that invoice or report, specifying in reasonable detail the disputed line items and the basis for the dispute. Any amounts not disputed in such notice shall remain due and payable on their original due date. Upon timely notice, the parties shall negotiate in good faith to resolve the disputed amounts within seven (7) business days. If the parties are unable to resolve the dispute within that period, the matter shall be escalated to a senior representative of each party for resolution within a further seven (7) business days. If the dispute remains unresolved, either party may pursue its remedies under the governing law and jurisdiction provisions of this Agreement.
Notwithstanding anything to the contrary, any dispute regarding an invoice shall not delay the payment of the undisputed subscription fees and Credits charges presented by the Company to the Customer, which shall remain due and payable notwithstanding any pending dispute. The Company shall provide records supporting the disputed charges to the Customer within seven (7) business days of receipt of a dispute notice. The failure of the Customer to deliver a timely written dispute notice shall constitute acceptance of the relevant invoice or consumption report. Neither party waives any right by participating in this process, and the obligations of this Section shall survive termination or expiration of this Agreement.