Terms of Use and License

1. Definitions

1.1. In the preamble to this Agreement and in its sections, the following terms shall have the meanings set beside them, unless the context requires otherwise:

"Technology" or "Service" - means JUDARO, the MCP interfaces, Skills, Plugins, servers, infrastructure, technological tools, dedicated databases, prompts, domains, modules, packages and adaptations developed or operated by MANDA INTELLIGENCE for interfacing with AI tools.

"Code" - including source code, executable files, schemas, internal server configurations, files or any code comprising the MCP, the Plugins and the Skills.

2. The license and manner of connection

2.1. Subject to the Client's full compliance with all terms of this Agreement, including timely payment of the consideration, MANDA INTELLIGENCE grants the Client, and the Client accepts from MANDA INTELLIGENCE, a personal, limited, non-exclusive, non-transferable license, not assignable or sublicensable, to use the Service during the License Term only, in accordance with the package, domains, number of authorized users and/or authorized organization and the other terms set out in MANDA INTELLIGENCE's order form, price quote, commercial annex or order confirmation (the "License").

2.2. Unless otherwise agreed in writing, the License is intended for a single client only and is limited to one authorized user and one approved email address, and does not confer a right of use on a firm, department, partnership, affiliated company or multiple users. A license for multiple users, for a firm or on a multi-seat model requires an explicit and separate written arrangement, including as to the number of seats, the identity of authorized users, the scope of use and the consideration.

2.3. The scope of the Service, package features, available domains, certain modules, usage limits, quotas, number of authorized users, License Term and consideration may be set, updated or changed from time to time in accordance with the order form, price quote, commercial annex, MANDA INTELLIGENCE's order confirmation or a general MANDA INTELLIGENCE product update, provided that a material change to an existing license term shall apply from the next renewal term, unless otherwise required for security, legal compliance or prevention of prohibited use.

2.4. No marketing description, demonstration, presentation, general documentation or detail provided at the time of purchase shall be deemed a commitment to any particular feature, domain, module or functionality, unless expressly included in MANDA INTELLIGENCE's order form, price quote, commercial annex or order confirmation.

2.5. It is expressly clarified and emphasized that the Client is not entitled to receive, and MANDA INTELLIGENCE will not deliver at any stage, any raw file, source code, code libraries, executable file or physical software configurations.

2.6. Access to the Technology, the MCP and the Skills shall be enabled solely by means of OAuth-based identification, authorization and authentication, for authorized users only and in accordance with the number of seats purchased, and each authorized user shall be linked to one official, approved email address of the Client or of a person on its behalf as approved in writing by MANDA INTELLIGENCE (the "Access Account").

2.7. The Client undertakes that access to the account shall be kept strictly confidential, that it will not allow any unauthorized third party to use its Access Account, and that it shall bear full and sole responsibility for any action, execution or use performed through its Access Account.

3. Usage restrictions and protection of the Technology

3.1. The Client undertakes to preserve the integrity of the Technology and not to perform any action that harms or may harm MANDA INTELLIGENCE's property. Without derogating from the generality of the foregoing, the Client undertakes that it will not perform, and will not allow others to perform, the following actions:

• Reverse engineering, decompilation, distillation, disassembly or any attempt to reconstruct or discover the source code, architecture or algorithms of the Technology, the MCP servers or the Skills;
• Copying, duplicating, distributing, renting, leasing, reselling, sublicensing or publicly displaying the Technology or any part of it;
• Using the Technology to develop a competing product, or to train independent language models intended to compete with MANDA INTELLIGENCE's services.

4. Intellectual property

4.1. All intellectual property rights of any kind whatsoever in the Technology, the Service, the MCP, the Skills, the databases, the original content created by MANDA INTELLIGENCE, the skill specifications, the built-in prompts, the designs, the trademarks, the trade names and the trade secrets related to them are and shall remain the full, exclusive and absolute property of MANDA INTELLIGENCE.

4.2. Nothing in this Agreement, in the grant of access or in the manner of use of the Service confers on the Client any proprietary right in the Technology, other than the limited right of use expressly granted under this Agreement.

4.3. Any improvement, update, upgrade, change or adaptation of the Technology (whether made at MANDA INTELLIGENCE's initiative or based on the Client's feedback, suggestion or request) shall be the exclusive property of MANDA INTELLIGENCE, and the Client hereby irrevocably and absolutely waives any claim to rights in such products.

4.4. The Client grants MANDA INTELLIGENCE an unqualified and irrevocable right to use the Client's name for marketing and publicity purposes and to present it as a client of MANDA INTELLIGENCE in any media MANDA INTELLIGENCE sees fit, without consideration.

5. License term, consideration and cancellation policy

5.1. The license is granted for a fixed term as determined in writing in MANDA INTELLIGENCE's order form, price quote, commercial annex or order confirmation (the "License Term"). At the end of the License Term, the Agreement and the License shall renew automatically for additional terms of 12 months each, unless either party gives the other written notice of non-renewal at least 30 days before the end of the relevant term.

5.2. In consideration for the License, the Client shall pay MANDA INTELLIGENCE the consideration set in the order form, price quote, commercial annex or order confirmation, in advance and before the start of each license term, plus VAT as required by law and against a lawful tax invoice. Unless otherwise agreed in writing, failure to pay on time shall constitute a fundamental breach of the Agreement.

5.3. MANDA INTELLIGENCE may update the consideration, packages, number of seats, domains or commercial terms applicable to the next license term, provided it gives the Client written notice at least 30 days before the renewal date. The Client may give notice of non-renewal in accordance with section 5.1. All payments made are non-refundable, except as otherwise required by mandatory law. Any amount not paid on time shall bear default interest at the maximum rate permitted by law, from its due date until full actual payment.

5.4. Without derogating from any other remedy available to it, MANDA INTELLIGENCE may immediately suspend, restrict or block access to the Service, in whole or in part, temporarily or permanently, in any of the following cases: breach of any provision of the Agreement; late payment; prohibited, excessive or unauthorized use; reasonable concern of harm to the Technology, information security, MANDA INTELLIGENCE's rights or third-party rights; a requirement of law or a competent authority; or if MANDA INTELLIGENCE believes, in its reasonable discretion, that continued provision of the Service may expose it to legal, operational, security or commercial risk.

5.5. MANDA INTELLIGENCE may terminate this Agreement or any license under it with immediate effect, by written notice, if the Client has fundamentally breached the Agreement, including breach of the usage restrictions, harm to intellectual property, unauthorized use, breach of confidentiality obligations, granting access to a third party or failure to pay on time, and also if another breach is not cured within 7 days of receipt of a written demand to cure.

5.6. In addition, MANDA INTELLIGENCE may terminate this Agreement or any license under it, in whole or in part, at its discretion, for any reason, on 30 days' prior written notice, in which case the License shall expire at the end of the notice period, without the Client being entitled to any compensation, indemnity or refund, except for consideration paid in advance in respect of the period after the termination date, to the extent there is a mandatory legal obligation to refund it.

5.7. Upon expiry, non-renewal, suspension or termination of the Agreement for any reason: every right of use of the Client in the Service shall cease immediately; the Client shall cease all use of the Technology; and all provisions that by their nature are intended to survive termination shall remain in force, including provisions regarding intellectual property, usage restrictions, confidentiality, disclaimer of warranty, limitation of liability, jurisdiction, payment obligations and remedies. It is clarified that termination or suspension of the Service shall not impose on MANDA INTELLIGENCE any liability for damages, losses, loss of information, loss of profit, third-party claims or any other consequence arising from the cessation of access or from prior reliance on the Service, subject to any mandatory law.

5.8. As this is not a consumer transaction as defined in the Israeli Consumer Protection Law, 5741-1981, the cancellation right or the provisions of that law regarding cancellation of consumer transactions shall not apply to this transaction, except as otherwise required by mandatory law.

6. Client representations, responsibility and disclaimer

6.1. The Client declares, confirms and expressly agrees to the following provisions, which constitute a fundamental and material condition of this Agreement:

6.2. It is aware that the Technology is based, among other things, on interfaces, services, engines and language processors of third parties, including various AI tools, and that MANDA INTELLIGENCE has no control over the availability, integrity, accuracy, policies, terms or continued operation of such tools and services.

6.3. It is aware that artificial intelligence and language model outputs may contain errors, inaccuracies, incorrect facts, "hallucinations" or misleading information. The Client absolutely waives any claim, demand or action against MANDA INTELLIGENCE for inaccuracies or errors in the system's outputs.

6.4. It is clarified and emphasized that the Technology and the Service constitute a technological auxiliary tool only, and do not constitute, in any manner or circumstances, legal advice, a legal opinion or a substitute for the professional and independent judgment of a licensed lawyer.

6.5. The Client bears full, sole and unqualified responsibility for the manner of operating the Skills, the Plugins and the MCP, for the queries directed to the system, for the content uploaded by it, and for any use of or reliance on the Technology by it or by anyone on its behalf.

6.6. The Client bears the sole obligation to check, verify, edit and validate any output or product received through use of the Technology, before making any professional or commercial use of it.

6.7. The Client undertakes to ensure that use of the Technology is made in accordance with all law, the rules of professional ethics applicable to it, and the privilege and confidentiality obligations it owes to its clients or any third party.

6.8. The Service and the Technology are provided to the Client "AS-IS" and "AS-AVAILABLE", without any undertaking, representation or warranty of any kind, express or implied, to the extent permitted by law, including but not limited to warranties of fitness for a particular purpose, continuity, availability, performance level, absence of faults, error correction or the results of use of the Service. It is clarified that MANDA INTELLIGENCE reserves the right to change and/or update the Technology within the Service from time to time.

6.9. Subject to any mandatory law that does not permit otherwise, MANDA INTELLIGENCE shall not be liable for any indirect, consequential, special, incidental, punitive or ancillary damage, including loss of profits, loss of revenue, harm to reputation, loss of information, business interruption or third-party claims, arising from use of the Technology, reliance on its outputs, suspension of the Service, its discontinuation or inability to use it.

6.10. Subject to any mandatory law that does not permit otherwise, and without derogating from the other limitations set out in this Agreement, MANDA INTELLIGENCE's total aggregate liability to the Client, on any ground whatsoever, contractual, tortious or other, in connection with this Agreement, the Service or the Technology, shall in no event exceed the amount actually paid by the Client to MANDA INTELLIGENCE for the license term during which the cause of action arose. Nothing herein derogates from liability that cannot be limited or excluded under mandatory law.

7. Miscellaneous and jurisdiction

7.1. As a rule, MANDA INTELLIGENCE does not process, keep or store for the Client information, documents, files or content entered or uploaded in the course of using the Service, other than transient, temporary technical transfer strictly necessary for routing data, authenticating access and the immediate operation of the Service, and even that without any deliberate retention of content by MANDA INTELLIGENCE. The Client is solely responsible for backing up, keeping, exporting and managing any information, input or output it requires.

7.2. Support for the Service will be provided via the contact button or contact details on the website or platform and via the email address set out in section 7.6 of this Agreement, only during MANDA INTELLIGENCE's business days and hours, which are Sunday through Thursday between 9:00 and 15:00. MANDA INTELLIGENCE will respond to support inquiries within a reasonable time in the circumstances. Notwithstanding the foregoing, in the event of a disabling malfunction (meaning a practical inability to receive the promised Service) reported to MANDA INTELLIGENCE in writing, MANDA INTELLIGENCE will endeavor to provide an initial response within 3 business days of receipt of the written inquiry.

7.3. This Agreement exhausts all understandings between the parties regarding its subject matter, and prevails over any representation, promise, publication, oral or written summary, or correspondence preceding the date of signing. Any amendment of this Agreement shall be made only in a written document signed by both parties.

7.4. This Agreement, its interpretation and enforcement shall be governed exclusively by the laws of the State of Israel. Sole and exclusive jurisdiction over any dispute arising from or related to this Agreement shall be vested exclusively in the competent courts of the city of Jerusalem.

7.5. Any notice sent by one party to the other shall be sent by email to the addresses set out in the contact details, and shall be deemed to have reached its destination on the first business day after the date of sending.

7.6. MANDA INTELLIGENCE's (the provider's) email address: lapidot@judaro.com. The Client's email address is the email address provided by the Client in the order form, price quote, commercial annex, order confirmation or upon creation of the Access Account.

7.7. Nothing in this document requires a physical or digital signature of the Client; consent to the terms is given as stated in the preamble to this Agreement, at the time of placing the order and/or commencing use of the Service.