Terms of Service

Last updated: October 1st, 2024

1. Agreement

These Terms Service ("Terms") apply to the service order ("Service Order") to which they are attached, and together therewith sets forth the binding agreement between AISO Boost Ltd., an Israeli company ("Company") and Customer (as identified in the Service Order) with respect to the subject matter hereof. In case of conflict between these Terms and the terms of the Service Order, the terms of the Service Order shall prevail. The Service Order, together with these Terms is referred to herein as the "Agreement".

2. Services

Company shall provide to Customer the ("Services") as described in, and accordance with the project schedule set forth in the Service Order. Company shall provide the Services with diligence and in accordance with good industry practice. During the on-boarding stage and thereafter, Customer shall provide Company with such information, data, and access as Company requests in order to provide the Services and shall otherwise cooperate with Company in good faith to enable and facilitate the timely performance of the Services by Company. Company shall not be responsible for any delay in the project schedule due to Customer's failure to provide any requested data, information, or access or to cooperate with Company as aforesaid.

3. Customer Content; Ownership of Deliverables; License

a. Customer Content

Customer is solely responsible for all content and applications provided or made available to Company so that Company may provide the Services ("Customer Content"). Customer retains all right, title and interest in and to the Customer Content. Customer shall defend, indemnify, and hold Company harmless as a result of any claim by a third party against Company with respect to any Customer Content. Customer grants to Company a non-exclusive, worldwide, non-transferable, non-sublicensable license to access and use the Customer Content to provide the Services and otherwise for its own internal business purposes.

b. Ownership of Deliverables

Customer acknowledges that all right, title and interest (including all intellectual property rights) subsisting in the content, suggestions, and other deliverables provided or made available by Company to Customer under this Agreement ("Deliverables"), are and shall vest, at creation, in and be the sole property of Company. The Deliverables are not Customer Content. Customer will hold perpetual usage rights for any content created specifically for their website, including the llms.txt file, schema markup, and content templates.

c. License

Subject to Customer's payment in full of the fees set forth in the Service Order, Company grants to Customer a non-exclusive, worldwide, non-transferable, non-sublicensable license to access and use Deliverables for its own internal business purposes.

4. Service Fees; Payments

Customer will pay the fees due for Services according to the prices and terms listed in the Service Order. All amounts payable hereunder to Company shall be exclusive (i.e., net) of all sales, use, value-added, withholding, and other taxes and duties (other than Company's income tax). Payment shall be made by Customer to Company within five (5) days of receipt of Company's applicable invoice (to be issued in accordance with the payment schedule) at an address or to such bank account designated by Company from time to time (as indicated on the invoice). Interest shall accrue on any delinquent amounts owing by Customer to Company at a rate equal to the lesser of (i) one percent (1%) per month or (ii) the maximum legal interest rate chargeable. In addition, Customer shall bear all costs (including reasonable legal fees), incurred by Company to collect any unpaid or delinquent amounts. Should Customer fail to pay any fees or other amounts due hereunder as and when due and if Customer fails to make such payment within five (5) days of delivery of written notice by Company (which may be by email), in addition to any other remedies Company may have hereunder or in law or at equity, Company will be entitled to suspend the Services until such payment is made.

5. Confidentiality

In connection with this Agreement each party ("Disclosing Party") may disclose to the other party ("Receiving Party"), non-public business, product, technology and marketing information, including without limitation, business and financial information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The terms of this Agreement and the Deliverables are the Confidential Information of Company.

Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.

Receiving Party will (i) not disclose any Confidential Information to any third party and take all reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, (ii) limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (iii) not use the Confidential Information except as required for its performance under this Agreement.

6. Disclaimer; Limitation of Liability

A. Disclaimer

Company on its behalf and on behalf of the Provider expressly disclaims all warranties, terms and conditions of any kind with respect to Services and use thereof by Customer, contractual, statutory or otherwise in law or equity, including any (implied) warranties, of merchantability, non-infringement, or fitness for a particular purpose. Without derogating from the foregoing, Customer acknowledges that the Services are provided on a best-efforts basis, and Company does not guarantee any results or outcomes; the success of the Deliverables in increasing Customer's visibility in LLM platforms is dependent of various factors beyond the control of Company, including, without limitation, changes to the underlying technology, logic, data bases, and policies of the LLM platforms.

B. Limitation of Liability

Except for a party's liability arising out of its indemnification, payment and/or confidentiality obligations, and subject to subsection (d) below, the liability of a party hereunder for all claims arising hereunder, whether in contract, tort, negligence or otherwise, shall not exceed the aggregate amount of fees paid or payable by Customer to Company under the Service Order during the twelve (12) month period preceding the event or circumstance giving rise to the claim.

c. Exclusions

In no event shall either party be liable for any (i) loss of or corruption of data, (ii) loss of profits, (iii) loss of sales, (iv) loss of or damage to business, (v) loss of customers, (vi) business interruption, (vii) replacement services, or (viii) any special, incidental, consequential punitive or indirect loss, however caused and regardless of theory of liability and whether in contract, tort, negligence or otherwise, even if such party has been advised of the possibility of such damages.

d. Exceptions

None of the exclusions and limitations in this Section 6 shall apply in respect of (i) liability in negligence causing personal injury or death; (ii) liability for fraudulent misrepresentation; or (iii) any other liability which cannot by law be excluded or limited.

7. Term and Termination

a. Term

The term of this Agreement shall be as indicated on the Service Order.

b. Termination

Either party may terminate the Service Order at any time if (i) a receiver is appointed for the other party or its property, (ii) the other party makes an assignment of all or substantially all of its assets for the benefit of its creditors, (iii) proceedings are commenced by or for the other party under any bankruptcy, insolvency, or debtor's relief law and not dismissed within 60 days, (iv) the other party liquidates or dissolves or attempts to do so, or (v) the other party commits any other breach of a material obligation hereunder which it fails to cure within 30 days of written notice, or ten days for monetary default, or immediately if it is by its nature incurable.

8. Miscellaneous

a. Independent Contractor

This Agreement does not create a partnership or joint venture between the Parties to it and except as expressly provided in this Agreement neither party will enter into or have authority to enter into any engagement or make any representations or warranties on the other party's behalf, nor will they seek to otherwise bind or oblige the other party in any way. Company provides the Services solely as an independent contractor and no employee-employer relationship exists between the parties.

b. Assignment

Customer shall not sell, assign, or otherwise transfer or dispose of its rights and obligations under this Agreement (including the Service Order) without the prior written consent of Company.

c. Amendment

This Agreement may only be amended or modified by a writing signed by both parties.

d. Governing Law

This Agreement and any dispute or controversy arising hereunder shall be governed by the laws of Israel and the exclusive venue and jurisdiction for the resolution of any such dispute or controversy shall be the courts of Tel Aviv, Israel. The parties agree that, to the extent permitted by law, the United Nations Convention on the International Sale of Goods, or similar consumer protection legislation worldwide, does not apply in any respect to this Agreement.

e. Notices

Any notice under this Agreement shall be in writing and shall be deemed to have been duly given for all purposes (a) when received or five (5) days after it is dispatched by recognized express courier service; or (b) upon the manual delivery thereof, or (c) by email (with delivery confirmed), in each case to the address of the party as set forth in this Agreement, or such other address as notified by a party to the other in accordance herewith. Copies of all notices to Company shall be sent to [email protected].

f. Use of Customer Name

Company shall be permitted to use Customer's name, logo, or marks in its client referral lists, case studies, and other marketing and promotional or sales material (including on its website or in printed materials).

g. Force Majeure

Neither party to this Agreement shall be held responsible for the performance of any obligations under this Agreement if such performance is hindered or prevented by any circumstances of force majeure; provided, however the foregoing shall not excuse Customer from the payment of all amounts owing hereunder as and when due.

h. Waiver

No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any of the Parties, shall be cumulative and not alternative.

i. Third Party Rights

This Agreement does not give rise to any rights to any third parties to enforce any term of this Agreement.

j. Counterparts

This Agreement may be signed in any number of counterparts, each of which, when signed, shall be an original and all of which together evidence the same Agreement. Facsimile signatures, or those sent by other electronic means, shall be considered originals.

9. Contact Us

If you have any questions about these Terms, please contact us: