Software as a Service Agreement

This Software as a Service Agreement (“Agreement”) is entered into as of [Insert Date] by and between LinkGPT Ltd., Israeli company number 517243622 (the “Company”), and the Customer identified in the Order Form (“Customer”). This Agreement includes and incorporates the Order Form and the Services Addendum attached hereto, each of which forms an integral part of this Agreement.

Background:

1. Whereas the Company has developed certain Software and the Platform which it makes available to customers via the Services.
2. Whereas the Customer wishes to use the Company’s Service in its business operations.
3. Whereas the Company has agreed to provide and the Customer has agreed to take and pay for the Company’s Service subject to the terms and conditions of this Agreement.

Agreed Terms:

1. Services and Support

1.1. Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide the Customer the Services during the Term.

1.2. The Company shall provide reasonable technical support for the Services in accordance with prevailing industry standards.

2. Restrictions and Responsibilities

2.1. The 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 (the “Software”); modify, translate, or create derivative works based on the Services or any Software.

2.2. The Customer represents, covenants, and warrants that the Customer will use the Services only in compliance with the terms of this Agreement and all applicable laws and regulations. The Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, the Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3. Confidentiality and 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 “Confidential Information” of the Disclosing Party). Confidential Information of the Company includes non-public information regarding features, functionality and performance of the Service. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential 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 Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public not as a result of any act or omission of the Receiving Party, 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 Confidential Information of the Disclosing Party or (e) is required to be disclosed by law or by a governmental authority, provided that, prior to disclosing such information pursuant to this clause, Receiving Party will, if possible and lawful, give prior notice thereof to Disclosing Party and provide Disclosing Party with the opportunity to contest such disclosure; however, such disclosure by law or to a governmental authority shall not derogate from the general confidential nature of such information.

3.2. The Customer shall own all right, title and interest in and to any data, content, information, or materials provided or made available by Customer through the Platform, including but not limited to Customer content, text, images, documents, product knowledge, links, coupons and files (“Customer Data”). Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, and (b) all intellectual property rights related to any of the foregoing. The Customer shall not attempt to register with any authority any trademark or trade name associated with the Service or the Software.

3.3. Notwithstanding anything to the contrary, and subject to the Company's privacy policy, the Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data, End User data and any data derived therefrom), and the Company will be free (during and after the term hereof) to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings. For the avoidance of doubt, the Company shall not collect, retain or disclose to the Customer any personal data that can be attributed to a specific data subject without the use of additional information. Such additional information, if exists, shall be kept separately and will be subject to technical and organizational measures to ensure that the personal data are not attributed to an identified or identifiable natural person.

3.4. Other than the rights expressly granted herein, nothing in this Agreement shall be construed as granting or conferring upon the Customer, any right by license or otherwise, whether expressed or implied, and all rights not expressly granted to the Customer herein are reserved by the Company.

3.5. The Customer undertakes that it will not disclose the terms of this Agreement and any other information relating to the agreement with the Company to any third party, without the Company’s prior written consent.

4. Privacy, Data Protection, and Security

4.1. Privacy Definitions. In this Section 6, the following terms shall have the following meanings:

4.2. Role of the Parties. Company is a Controller of Personal Data that it collects from End Users and processes about End Users to provide its Services to Customer. In no event shall the parties process Personal Data that they each collect about End Users as joint Controllers.

4.3. Compliance. Each party, with respect to the Personal Data it processes about End Users (including without limitation through cookies), shall comply with its responsibilities under Applicable Privacy Laws. In particular, each party shall process End Users’ Personal Data only for purposes that have been properly notified to End Users (in accordance with Section 6.4 below) and shall ensure that it has a lawful basis for processing End Users’ Personal Data consistent with the requirements of Applicable Privacy Laws and any necessary consents obtained from End Users.

4.4. Transparency. Each party shall, at all times during the Term, comply with its respective published privacy and cookie policies and disclosures. Each party shall ensure that it informs the End Users in a legally sufficient manner the Personal Data that it collects, how it uses and shares such Personal Data, and how users and End Users can opt out of such use in accordance with Applicable Privacy Laws.

4.5. Security. Each party shall implement appropriate technical and organizational security measures to protect End Users’ Personal Data from accidental or unlawful destruction, loss, alteration, and unauthorized disclosure or access, consistent with the requirements of Applicable Privacy Laws.

4.6. Cooperation. If either party receives any inquiry, complaint or correspondence (a “Third Party Notice”) from an individual, regulator, or other third party concerning the processing of End Users’ Personal Data in connection with the Services, it shall promptly inform the other party and the parties shall cooperate in good faith and as reasonably necessary to address the requirements of such Third Party Notice.

4.7. International Data Transfers. Neither party shall process (nor permit any third party to process) any Personal Data relating to EU End Users in a territory that is outside of the European Economic Area unless it first implements appropriate safeguards consistent with the requirements of EU Privacy Law to enable such processing to occur lawfully outside of the European Economic Area. In addition, neither party shall transfer (nor permit any third party to transfer) any Personal Data relating to Israeli End Users in a territory that is outside of the State of Israel, except in accordance with the Israeli Privacy Law, including, without limitation, by requiring the recipient to guarantee in writing that it shall take adequate measures to ensure the privacy of the Israeli data subjects, and that the data received shall not be transferred to any other person or entity, whether in that territory or in any other location.

5. Payment

5.1. The Customer will pay the Company the then applicable fees described in the Order Form and Services Addendum for the Services in accordance with the terms hereof (the “Fees”). The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days prior notice to the Customer (which may be sent by email).

5.2. The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company thirty (30) days after the mailing date of the invoice. Unpaid amounts may result in an immediate termination of the Service. The Company reserves the right to suspend Customer’s access to the Services in the event Customer is delinquent in its payment obligations to Company.

5.3. All amounts are stated in United States Dollars (US$). Value Added Tax (VAT) and any other applicable indirect taxes shall be added in accordance with applicable law. If payment is made in New Israeli Shekels (NIS), conversion shall be based on the exchange rate published by the Bank of Israel on the date of invoice issuance.

6. Term and Termination

6.1. The term of this Agreement shall commence on the date hereof and continue for twelve (12) months (the “Initial Term”). Thereafter, the Agreement shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term at that time.

6.2. In addition to any other remedies it may have, the Company may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the Customer materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided.

6.3. The Company may, at its sole discretion, terminate this Agreement by written notice if the Customer fails to pay any amount due under this Agreement within seven (7) days after Customer receives written notice of an overdue payment.

6.4. Sections 3, 4, 5, 7, 8, and 9 will survive termination of this Agreement.

7. Warranty and Disclaimer

7.1. The Customer represents, warrants and undertakes that all Customer Data is and will be accurate, complete, not misleading, and shall not infringe any third party rights. The Company shall not review or verify such materials and bears no duty of care with respect to the same. The Customer waives all claims arising from the Customer Date or its use.

7.2. The Customer acknowledges that the Platform is AI based and may therefore produce partial, inaccurate, or outdated responses. The outputs provided by the Platform are provided “as is” for assistance only, and the Customer acknowledges that it and/or End Users should verify information before relying on it. The Customer irrevocably waives any claim or cause of action against the Company arising from such outputs.

7.3. The Company shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 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. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY DOES NOT WARRANT THE SECURITY OF CUSTOMER’S DATA STORED BY THE COMPANY. HOWEVER, GIVEN THE CONFIDENTIAL NATURE OF CERTAIN OF THIS DATA, COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO SAFEGUARD THE SECURITY OF THIS DATA BY PROTECTING IT IN THE SAME MANNER IT WOULD PROTECT ITS OWN CONFIDENTIAL DATA. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Limitation of Liability

8.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, THE COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT 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 COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID 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 COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Miscellaneous

9.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or abolished 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 the Customer except with the Company’s prior written consent. The 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 that 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 the Customer does not have any authority of any kind to bind the 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 facsimile or 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 Israel without regard to its conflict of laws provisions. Both Company and Customer submit any dispute arising hereunder to the exclusive jurisdiction of the competent courts of Tel-Aviv.

Services Addendum

(Annex to the Software as a Service Agreement)

This Services Addendum (“SA”) is entered into pursuant to and forms an integral part of the Software as a Service Agreement (the “Agreement”) between LinkGPT Ltd., Israeli company number 517243622 (the “Company”) and _____________ (the “Customer”), dated __ _________, ____. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

1. Purpose and Scope

1.1. This Service Addendum describes the technical, operational, and functional aspects of the Services provided by the Company, including the AI based chatbot platform known as LinkGPT (the “Platform”), its management dashboard, integrations, and related infrastructure.

2. Description of Services

2.1. Core Functionality. The Services provide the Customer with access to the Platform’s basic plan, free of charge, enabling automated, 24/7 interaction with End Users through an AI driven chat interface which includes connection limited to up to ten (10) website pages, one hundred (100) chat messages per calendar month, basic analytics, and a shareable chat link (the “Base Plan”).

2.2. Management Dashboard. The Platform includes a management interface that allows Customer to select, activate, deactivate, or replace Agent Modules at its discretion. Based on the Customer’s selection of Agent Module, the platform’s functionalities, as described in the Platform Billing System addendum attached hereto, shall become available through the management interface.

2.3. Message Limit. The Base Plan includes an allocation of one hundred (100) chat messages per calendar month. A "message" shall be defined as each individual text-based communication sent by the Platform’s AI-based chatbot in response to an End User’s prompt, query or interaction. Customer's total monthly message allocation shall be calculated as the sum of (i) the Base Plan allocation, plus (ii) the cumulative message allocation contributed by all active Agent Modules during that calendar month. If Customer exceeds its monthly message allocation, the Services are automatically suspended until the next billing cycle. Customer will be allowed continued use and Services will be reinstated subject to purchase of additional message capacity. Each active Agent Module increases Customer's monthly message cap by an additional two hundred fifty (250) messages.

2.4. Agent Modules. Customer may, at its discretion, activate additional functional modules ("Agents") from the Company's Agent store on its website. Each Agent is designed as an “add-on” and meant to extend specific capabilities of the Platform subject to (i) Customer’s selection of Agent and (ii) Customer’s payment of corresponding separate monthly fees as set forth in the Platform Billing System addendum attached herein.

2.5. AI Processing. The Platform uses third party AI models (including OpenAI) to generate responses based on Customer Data. The Company may update or replace the underlying AI model or infrastructure from time to time, provided such change does not materially degrade the functionality of the Services.

2.6. Connected Influencers. The Platform enables the Customer to link its account to influencer profiles for the purpose of associating products or content with influencer chats, allowing influencers to respond to End User inquiries and provide recommendations related to the Customer’s offerings. The connection to an influencer is initiated by the Customer and processed by the Company.

Platform Billing System

LinkGPT operates on a credit-based model supporting:

• Three different pricing tiers to select from with included credits and overage billing.
• 30-day trials with configurable credit amounts.
• Multiple action types (AI-powered and client-side included).
• User-configurable spending caps.
• Overage charges are tracked and billed through Paddle Billing, with automated invoicing/receipts, subscription and payment management, and tax/VAT handling via Paddle’s “merchant-of-record” model.

Definitions:

1. Credits/Credit(s) means the unit of measure used to determine Customer’s usage and related fees under the applicable Tier, including consumption for Credit Actions and any overage charges calculated on a per-Credit basis.
2. Client-side means an Action Type measured based on events generated from Customer’s or end users’ client environment (for example, browser, device, or application) and transmitted to the Service for recording and billing purposes.
3. AI Messages means discrete message requests processed through the Service’s AI-enabled functionality (for example, a prompt and any associated processing), each of which consumes the number of Credits specified in the Credit Actions table.
4. Paddle/Paddle Billing means Paddle (Paddle.com Market Ltd. and/or its applicable affiliates) and its billing and payments platform used to track usage, calculate and charge overages, process payments, and issue invoices and/or receipts in connection with the Service.
5. Merchant of Record means the entity that is the seller of record for a transaction for payments and indirect tax purposes, including responsibility for collecting and remitting applicable sales tax/VAT (as applicable) for transactions processed through Paddle Billing.
6. Invoice/Receipts means the billing documents and/or payment confirmations issued in connection with amounts charged for the Service (including subscription fees and overage charges), whether issued by Paddle Billing (as Merchant of Record) or otherwise made available to Customer through a customer portal or similar interface.

Pricing Structure

Credit Actions