Part A - Terms of Service

These Terms constitute a legally binding agreement between the Customer, whether acting on its own behalf or through the entity it represents (the "Customer", "you"), and Palmidos Ltd, a company registered in Israel under Company No. 517210829 (the "Company", "we"), which operates the service under the ChatAdsAI brand.

Summary of Key Commercial Terms (this summary is provided for convenience only and does not derogate from the full Terms):

• Monthly subscription that renews automatically · initial Commitment Period as stated in the Plan Schedule
• Where a free Trial Period is offered, nothing is charged until it ends, and you may cancel before then at no charge (Schedule A.6)
• You may cancel at any time with the click of a button · cancellation takes effect from the next charge
• Fees for a Billing Cycle in which the Services were provided are non-refundable
• No guarantee of results · the Media Budget is paid by you directly to the Ad Platform and does not pass through us
• The Company's liability is limited as set out in Section 22 · Customers domiciled in the United States are subject to an arbitration clause (30.4), with a right to opt out

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1. Definitions

"Services" - the ChatAdsAI platform, including the customer interface, the dashboard, the leads system, the AI agents, and the campaign management services described in Schedule A.

"Deliverables" - the measurable actions and outputs that the Company undertakes to provide under each Plan, as set out in the Deliverables table in Schedule A.

"Human Review" - review by a professional acting on behalf of the Company of material changes to a campaign, at a frequency no lower than that specified in Schedule A. Human Review does not mean continuous presence or round-the-clock availability of a person.

"Media Budget" - the amounts paid by the Customer directly to the Ad Platform for the display of advertisements. The Media Budget is not part of the Service Fees and does not pass through the Company.

"Ad Platform" - the OpenAI advertising system and/or any other third-party platform through which campaigns are managed.

"Ad Account" - the Ad Platform account owned by and registered in the name of the Customer.

"Customer Data" - data that the Customer enters or uploads, or that is collected on its behalf, through the Services, including leads.

"Generated Content" - text, headlines, creative, audience settings and recommendations generated by the Company's AI agents or by its staff.

"Plan" - the service package purchased, as set out in Schedule A.

"Billing Cycle" - a monthly period in respect of which the Service Fees are charged.

"Commitment Period" - the minimum period specified in Schedule A for the Plan purchased.

"Business Days" - Sunday through Thursday, excluding holidays and statutory days of rest in Israel.

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2. Contracting and Capacity

2.1. Ticking the consent boxes on the checkout screen constitutes acceptance of these Terms and of the ancillary documents listed in Section 3. The Company retains a record of such acceptance, including its date and time, the version of the documents accepted, and the content of the screen displayed to the Customer.

2.2. You represent that you are at least 18 years of age and that, if you are contracting on behalf of an entity, you are authorized to bind it.

2.3. The Services are intended for businesses. Registration requires a valid VAT dealer number, company number or corporate registration number, and the Customer represents that it is purchasing the Services for the purposes of its business. The Company may refuse to serve anyone who is not a business.

2.4. Notice to an Israeli Customer who is a "consumer". If, notwithstanding Section 2.3, you meet the definition of "consumer" under the Consumer Protection Law, 5741-1981 - including, in certain circumstances, an exempt dealer or micro-business purchasing a service primarily for personal use - you have rights that cannot be contracted out of, including the right to cancel a distance sale transaction within 14 days, and the right to have charges under a continuing transaction stopped within 3 Business Days of delivering a cancellation notice. These rights prevail over Sections 11–13 of these Terms. For clarification, contact support@chatadsai.com.

2.5. The engagement takes effect upon completion of the first payment or, where a Trial Period is offered under Schedule A.6, upon registration of a valid payment method, and upon confirmation of the opening of the account. The Company may reject a registration request for any legitimate reason.

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3. Ancillary Documents and Order of Precedence

3.1. The following documents form an integral part of these Terms: Schedule A (Plans, Deliverables and Payment); the Acceptable Use Policy; the Cancellation and Refund Policy; the Service Level and Support document; the Privacy Policy; the Data Processing Agreement; and the AI Transparency Notice.

3.2. In the event of a conflict between these Terms and an ancillary document, these Terms shall prevail, except that: (a) Schedule A shall prevail with respect to Deliverables, pricing and periods; (b) the Data Processing Agreement shall prevail with respect to the processing of Personal Data; and (c) the European Union Standard Contractual Clauses, if and when applicable, shall prevail over all of the foregoing.

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4. Description of the Services

4.1. What the Company provides. The Company provides a software platform and campaign management services - the setup, operation, optimization and reporting of advertising campaigns on the Ad Platform - by means of AI agents and Human Review, to the extent of the Deliverables specified in Schedule A for the Plan purchased.

4.2. What the Services are not. The Services do not include and do not constitute:

(a) a guarantee of any result, performance, lead volume, lead quality, cost per lead, conversions, sales or return on investment; (b) a guarantee that any campaign will be approved by the Ad Platform, displayed, remain active, or reach any audience; (c) legal, tax, financial or medical advice, or any other regulated professional advice; (d) responsibility for the Customer's content, product, service, pricing, landing page, website or sales processes; (e) payment processing, holding of funds, or financial intermediation services of any kind.

4.3. The Customer acknowledges that advertising results cannot be predicted and that it bears the commercial risk of its advertising expenditure.

4.4. Market data. Market data, industry benchmarks and third-party statistics presented by the Company are accompanied by a cited source and relate to the market as a whole. They are not a forecast of the Customer's performance. This disclaimer also appears alongside each such data point in the Company's materials.

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5. Dependence on the Ad Platform

5.1. The Services depend on the Ad Platform, which is an independent third party not under the Company's control.

5.2. The Ad Platform may, at any time and without notice, change its terms, policies, pricing, API or capabilities; reject, suspend or remove advertisements; suspend or close the Ad Account; change or discontinue its advertising product; and change or revoke the Company's partner status.

5.3. An event described in Section 5.2 shall not constitute a breach by the Company. However:

(a) if, as a result of such an event, the Company is materially unable to provide the Deliverables for 10 consecutive Business Days or more, the Customer shall be entitled to a service credit under Section 13.3; (b) if the impediment continues for 30 consecutive days or more, either party may terminate the engagement by written notice; in such case the Commitment Period shall lapse, and the Customer shall receive a pro-rata refund of the Service Fees paid in advance for the period following the termination date.

5.4. The Company's status as a partner of the Ad Platform does not constitute any undertaking or representation regarding preferential access, advantage, or responsibility for the acts of the Ad Platform.

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6. Ad Account and Access Authorization

6.1. The Ad Account is owned by the Customer, registered in its name, and charged to its payment method. The Customer is responsible for the Ad Account and for compliance with the Ad Platform's terms.

6.2. For the purpose of providing the Services, the Customer grants the Company and its authorized employees limited access authorization to the Ad Account, including administrative permissions, for the purpose of setting up, editing, pausing, activating, allocating budget within the limits set by the Customer, analyzing and reporting on campaigns.

6.3. The authorization constitutes a limited agency for the purpose of performing the Services. The Company's actions in the Ad Account within the scope of the Services are performed in the name of and with the authorization of the Customer, and may result in charges to the Customer's payment method.

6.4. Budget caps. The Customer sets the spending caps on the Ad Platform. The Company shall act within the caps set by the Customer and shall not increase any spending cap without the Customer's documented approval. The Customer is responsible for the caps it sets.

6.5. Revocation of authorization. The Customer may revoke the authorization at any time. Revocation of the authorization prevents the Company from providing the Services. If the authorization is revoked, the Company shall notify the Customer and allow it 14 days to restore it. If the authorization is not restored, the Company's notice shall be deemed a notice of cancellation by the Customer under Section 12, and the provisions thereof regarding the Commitment Period shall apply; the remaining commitment fees, if any, shall be converted into a service credit redeemable for 12 months under Section 13.3, and shall not be collected in cash.

6.6. The Company shall keep the access authorizations confidential, restrict them to employees who require them, and remove them within 10 Business Days of the end of the engagement.

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7. Media Budget

7.1. The Company does not handle the Media Budget. The Customer pays the Ad Platform directly.

7.2. The Service Fees are separate from, and in addition to, the Media Budget. The Media Budget is not a payment to the Company and is not included in the calculation of the limitation of liability in Section 22, except as provided in Section 22.1(c).

7.3. Where a Plan is priced as a percentage of the Media Budget, the calculation shall be based on actual spend as reported by the Ad Platform. The Ad Platform's report shall constitute prima facie evidence, and the Customer may rebut it with evidence from its Ad Account.

7.4. Schedule A specifies a Media Budget range for each Plan. The range is an operational recommendation and does not constitute an undertaking by the Customer towards the Company.

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8. Customer Obligations and Representations

8.1. The Customer represents, warrants and undertakes that:

(a) its business, product, service and sales offer are lawful in every jurisdiction in which the advertisements are displayed, and it holds the required licenses and permits; (b) all material it has provided - text, images, logos, video, data, testimonials - is owned by it or lawfully licensed to it, and does not infringe the rights of any third party; (c) every factual representation it has provided for the purpose of creating advertisements - prices, features, achievements, certifications, success rates, testimonials, data - is true, accurate and capable of substantiation; (d) its landing pages, website, sign-up forms and data collection processes comply with applicable law, including privacy protection laws and direct marketing laws; (e) it shall comply with the Ad Platform's terms and with the Acceptable Use Policy.

8.2. Content approval. Generated Content shall be made available for the Customer's review for at least 3 Business Days, by means of a dedicated notice by email and in the interface specifying the date of automatic approval. The Customer's express approval, or the absence of an objection at the end of such period, constitutes the Customer's approval of the content and of the accuracy of the factual representations contained therein. The Company shall record the approval, its date and the version of the content approved. The Company does not and cannot verify the accuracy of the factual representations provided by the Customer.

8.3. The Customer shall promptly notify the Company of any change that may affect the lawfulness of the advertising or the accuracy of its representations.

8.4. Any delay on the part of the Customer in providing information, access or approvals shall not extend the Commitment Period or defer any charge, provided that the Company has notified the Customer of the delay and its consequences.

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9. AI-Generated Content

9.1. Parts of the Services are powered by language models and artificial intelligence systems.

9.2. AI outputs may be erroneous, inaccurate, outdated or inappropriate to the context. The Company does not warrant the correctness, accuracy, originality or suitability of Generated Content, and the Customer is responsible for reviewing it before approving it.

9.3. The Company does not warrant that Generated Content will be unique or that it will not resemble content generated for another customer.

9.4. Subject to payment, the Company assigns to the Customer any right it holds in the Generated Content created for the Customer. This does not constitute a representation that any such rights exist or are protectable in any jurisdiction.

9.5. Transparency. Content generated by the Company's AI agents is marked as AI-generated content, in a machine-readable format to the extent technically feasible, in accordance with the AI Transparency Notice. The Customer shall not remove such marking. Any conversational interface in the Services informs the user that he or she is interacting with an artificial intelligence system.

9.6. Customer obligations under AI laws. The Customer is responsible for complying with the disclosure obligations applicable to it as a deployer of AI-generated content in its campaigns, under the law applicable to it, including Regulation (EU) 2024/1689 to the extent applicable.

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10. Service Fees and Recurring Billing

10.1. The Service Fees, the Commitment Period and the Deliverables for each Plan are set out in Schedule A and on the checkout screen.

10.2. Renewing subscription. The engagement is an automatically renewing subscription. The Customer confirms, by means of a separate checkbox on the checkout screen, that its payment method will be charged automatically at the beginning of each Billing Cycle until cancellation under Section 12. The Company shall send an email reminder 30 days before the end of any discount period.

10.3. Currency and taxes.

(a) For a Customer domiciled in Israel, prices are denominated in New Israeli Shekels and exclude VAT, which shall be added at the statutory rate in effect on the date of the charge; (b) For a foreign-resident Customer, prices are denominated in US Dollars. The Services are subject to VAT at the zero rate under Section 30(a)(5) of the Value Added Tax Law, 5736-1975, subject to the conditions thereof and to the provision of documentation of residency and a tax identification number. The Customer represents that the Services are not, in practice, also provided to an Israeli resident in Israel. If the Israel Tax Authority determines that the zero rate does not apply, the Company may charge the Customer the tax difference together with linkage differentials; (c) A Customer in the European Union shall provide a valid VAT number; the invoice shall bear the notation "reverse charge" where applicable; (d) If the Customer is required to withhold tax at source, the payment amount shall be grossed up so that the Company receives the full stated amount.

10.4. The first charge shall be made on the date of registration or, where a Trial Period applies, on the day it ends; subsequent charges shall be made on the same day of each month as the first charge, and in a month that has no corresponding day - on the last day of that month.

10.5. The Customer is responsible for the validity of its payment method. A failed charge does not extinguish the debt.

10.6. Invoices. Tax invoices are issued electronically in accordance with Israeli law, including obtaining an allocation number from the Israel Tax Authority where required. The Customer shall provide its VAT dealer number, company number or tax identification number; failure to provide it may prevent the deduction of input tax, for which the Customer shall be responsible.

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11. Commitment Period

11.1. A Plan is subject to the initial Commitment Period stated in the Plan Schedule, counted from the date of the first charge. The Commitment Period, and its total amount, are displayed on the checkout screen and accepted by means of a separate checkbox.

11.2. A cancellation notice given during the Commitment Period shall take effect upon its expiry. The Service Fees for the remainder of the Commitment Period are due to the Company even if the Customer has ceased using the Services - provided that the Company has continued to make the Services available to the Customer.

11.3. Termination by the Company. If the Company terminates the engagement on its own initiative, including under Sections 12.6 or 14.3, the payment obligation shall cease as of the termination date, and the Customer shall receive a pro-rata refund of the unused portion of the Billing Cycle - except in the case of termination due to unlawful activity by the Customer, the provision of false information, or a fundamental breach of the Acceptable Use Policy, in which case Section B.4.2 shall apply.

11.4. Suspension for non-payment also suspends the running of the Commitment Period for the duration of the suspension.

11.5. Upon expiry of the Commitment Period, the engagement continues on a month-to-month basis until cancelled.

11.6. An upgrade of Plan does not reset the Commitment Period. A downgrade of Plan during the Commitment Period shall take effect upon its expiry.

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12. Cancellation

12.1. The Customer may cancel the subscription at any time, by means of the cancellation button in the account interface - which is the primary cancellation route, available in two clicks, with no call, no representative and no justification required - or, as an alternative route, by email to support@chatadsai.com sent from the email address registered to the account.

12.2. Effective date of cancellation: during the Commitment Period - upon its expiry; thereafter - at the end of the current Billing Cycle.

12.3. In either case, the Customer shall receive the full Services until the end of the Billing Cycle for which it has paid, and shall not be charged for the following cycle. No partial credit shall be given for a cycle that has already commenced, except as provided in Sections 5.3, 11.3, 13.3, 15.2 and F.5.3.

12.4. Time of cancellation. A cancellation made in the interface takes effect at the time the action is performed, and the system record shall constitute prima facie evidence of such time. A cancellation made by email takes effect at the time it is sent from the registered email address, provided that no delivery failure notice is received. The Company shall send a cancellation confirmation within one Business Day. Failure to receive a confirmation does not affect the validity or the effective time of the cancellation. The burden of proving non-receipt of a cancellation notice lies with the Company.

12.5. Cancellation does not delete the Customer's Ad Account, which remains the Customer's property.

12.6. The Company may terminate the engagement upon 30 days' prior notice, subject to Section 11.3, and may also terminate it immediately in the cases listed in Section 14.3.

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13. Refunds and Remedies

13.1. Service Fees for a Billing Cycle in which the Services were made available to the Customer are non-refundable. The Customer confirms this by means of a separate checkbox on the checkout screen.

13.2. Subject to Sections 13.3 and 13.4, no refund shall be given in the following cases: the Customer did not use the Services; the campaign did not generate leads, sales or results; the leads were not of the quality the Customer expected; the advertisements were rejected, removed or paused by the Ad Platform; the Ad Account was suspended or closed; the Customer closed its business or changed direction; the Ad Platform changed its policies, pricing or capabilities; the Customer was dissatisfied with the Generated Content.

13.3. Remedy for service failure. If the Company has materially failed to provide the Deliverables for 10 consecutive Business Days or more, for any reason not attributable to the Customer, the Customer shall be entitled to a service credit equal to the pro-rata portion of the monthly Service Fees attributable to the days of failure, which shall be set off against the next Billing Cycle. If the engagement ends before the credit is redeemed, the credit shall be converted into a monetary refund. A request for a credit shall be submitted in writing within 60 days of the date of the failure or of the date on which the Customer became aware of it, whichever is later.

13.4. Mandatory law. Nothing in the foregoing derogates from any right that cannot be contracted out of under the law applicable to the Customer, including under Section 2.4.

13.5. Billing disputes. The Customer is requested to contact the Company in writing and to allow it 5 Business Days to address the matter before initiating a chargeback. The Company shall retain and present, in any dispute with the card issuer, the record of consent, the checkout screen, the emails and the logs. If the competent body determines that the charge was justified, the Customer shall bear the fees actually imposed on the Company in respect of the chargeback.

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14. Non-Payment, Suspension and Termination

14.1. If a charge is not paid within 7 days of its due date, and following notice to the Customer, the Company may suspend the Services and access to the interface. Access to the export of Customer Data under Section 17 shall never be suspended.

14.2. Any amount not paid when due shall bear linkage differentials and interest as prescribed by law, as well as reasonable collection costs.

14.3. The Company may terminate the engagement immediately, by written notice, if: (a) the Customer has not paid a debt within 14 days of notice; (b) the Customer has breached Section 8 or the Acceptable Use Policy; (c) the Customer's use exposes the Company to real legal or regulatory risk, or jeopardizes its standing with the Ad Platform; (d) the Customer has provided false information; (e) insolvency proceedings have been commenced against the Customer; or (f) the Customer is included on a sanctions list.

14.4. Refusal to run content. The Company may refuse to run, or may pause or remove, any campaign, advertisement or content on grounds of lawfulness, Ad Platform policy, or breach of the Acceptable Use Policy, and shall give written reasons for such refusal. A refusal on any other ground - including reputational grounds - entitles the Customer to terminate the engagement immediately, to the lapse of the Commitment Period, and to a pro-rata refund of the Service Fees paid in advance.

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15. Changes to Prices and Terms

15.1. A price change for an existing Customer shall take effect only at the beginning of a Billing Cycle commencing at least 30 days after written notice, and not before the expiry of the Commitment Period.

15.2. The Customer may cancel before the change takes effect, and such cancellation shall take effect at the end of the current Billing Cycle, without any charge at the updated price and without any remaining commitment.

15.3. A material change to these Terms - including to the Service Fees, the Commitment Period, the refund policy, the Deliverables or the limitation of liability - shall take effect 30 days after written notice, and Section 15.2 shall apply. The Customer shall continue to be governed by the version it accepted until it accepts the new version or until the end of the 30-day period. A non-material change shall take effect upon publication.

15.4. The Company may change features of the Services, provided that it does not reduce the Deliverables set out in Schedule A during the Commitment Period.

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16. Intellectual Property

16.1. All rights in the Services - the software, code, agents, prompts, methodology, interface, design, the ChatAdsAI and Palmidos trademarks, and any improvement thereto - belong to the Company or its licensors.

16.2. The Customer is granted a limited, non-exclusive, non-transferable license to use the Services for its internal business purposes for the term of the engagement.

16.3. The Customer shall not reverse engineer, copy, create derivative works of, sell, or grant access to a third party to the Services; shall not use the Services to develop a competing product; and shall not systematically extract data or outputs for the purpose of training a model.

16.4. Any feedback provided by the Customer is licensed to the Company on an irrevocable, royalty-free basis.

16.5. Aggregated data. The Company may derive aggregated statistical data on the use of the Services and on campaign performance for the purposes of operation and improvement, provided that: (a) such derivation is performed on Customer account data and campaign metadata only, and not on Personal Data of leads; (b) the output does not enable the identification of the Customer or of any individual; and (c) the output does not include the Customer's advertisement content, creative copy or specific audience lists. The Customer may give written notice of its objection to such derivation, and the Company shall cease it within 30 days.

16.6. The Company shall not use the Customer's name or logo in marketing material without the Customer's written consent.

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17. Customer Data and Leads

17.1. Customer Data, including leads, is owned by the Customer.

17.2. The Customer grants the Company a limited license to process Customer Data for the purposes of providing the Services, support, security and compliance with legal obligations.

17.3. The Company does not train models on Customer Data. The Company shall not use Customer Data, the Customer's content or its leads to train, fine-tune or improve its own artificial intelligence models or those of any third party, and it contracts with model providers on terms that prohibit training on customer data.

17.4. The Customer may export its leads in CSV or JSON format at any time, during the engagement and for 30 days after its termination.

17.5. The right of export is not conditional upon payment, the absence of any debt, or any other condition, and shall not be withheld for any commercial reason.

17.6. Deletion of data upon termination of the engagement - in accordance with Section F.10 of the Data Processing Agreement.

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18. Confidentiality

18.1. Each party shall keep confidential the non-public information of the other party, and shall not disclose it except to those who need it and who are bound by a duty of confidentiality.

18.2. This obligation does not apply to information that has become public other than through a breach, that was lawfully in the possession of the receiving party, that was independently developed, or whose disclosure is required by law - provided that prior notice is given to the extent permitted.

18.3. This obligation shall remain in force for 5 years from the end of the engagement, and with respect to trade secrets - without limitation in time.

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19. Privacy and Data Protection

19.1. The processing of Personal Data is subject to the Privacy Policy and the Data Processing Agreement.

19.2. With respect to leads and data of data subjects collected through the campaigns, the Customer is the Controller and the Company is a Processor acting on the Customer's instructions.

19.3. The Customer is responsible for fulfilling its obligations as Controller, including providing privacy notices, obtaining consents to direct marketing as required by law (including under the Communications (Telecommunications and Broadcasting) Law, 5742-1982, Section 30A), and having a lawful basis for processing.

19.4. The Customer shall not enter into the Services any sensitive data as defined by law - medical, biometric or genetic data, data concerning minors, precise location data, or identifying financial information - other than a VAT dealer number, company number or tax identification number required for accounting purposes. Entering sensitive data in breach of the foregoing constitutes a breach.

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20. Information Security

20.1. The Company shall implement appropriate technical and organizational security measures, as set out in Annex 3 to the Data Processing Agreement, and shall maintain a database definitions document and procedures in accordance with the Privacy Protection Regulations (Data Security), 5777-2017.

20.2. No system is completely secure. The Company does not warrant that no security incident will occur.

20.3. In the event of a security incident, the Company shall notify the Customer in accordance with the Data Processing Agreement, and shall comply with the reporting obligations imposed on it by law, including under Regulation 11(d) of the Data Security Regulations.

20.4. The Customer is responsible for securing the login credentials to its account and for any action performed in it.

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21. Disclaimer of Warranties

21.1. Except for the Deliverables set out in Schedule A and the express undertakings in these Terms, the Services are provided "as is" and "as available".

21.2. To the maximum extent permitted by law, the Company disclaims all implied warranties, representations and conditions, including of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted availability, or results of any kind.

21.3. Reports, data and metrics displayed in the Services originate from the Ad Platform and from third parties, and in the event of any discrepancy the Ad Platform's data shall prevail.

21.4. Nothing in this Section excludes any liability that cannot be excluded under mandatory law.

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22. Limitation of Liability

22.1. To the maximum extent permitted by law, the Company, its shareholders, directors, employees and agents shall not be liable for: (a) indirect, consequential, special or punitive damages; (b) loss of profits, revenue, business opportunity or goodwill; (c) loss or inefficiency of Media Budget - except for loss of Media Budget caused directly by the Company's negligence in configuring a campaign or in allocating budget contrary to the caps set by the Customer, to which the cap in Section 22.2 shall apply; (d) damage arising from any act or omission of the Ad Platform or any third party; (e) damage arising from the Customer's content, product or processes; or (f) damage arising from reliance on AI output approved by the Customer.

22.2. Liability cap. The Company's total aggregate liability for all causes of action arising out of this Agreement or the Services shall not exceed the Service Fees actually paid to the Company in the twelve (12) months preceding the event giving rise to the claim, and shall be no less than the Service Fees for one Billing Cycle.

22.3. Time limit. Any claim shall be brought within 24 months of the date on which the cause of action arose or the date on which the Customer became aware of it, whichever is later. This limitation is mutual.

22.4. Exclusions. The limitations in this Section do not apply to: liability for personal injury or death; fraud or intentional misrepresentation; gross negligence or willful breach; breach of Section 17.3 (model training); breach of the duty of confidentiality; indemnification obligations under Section 23; and liability under Articles 82 and 28(4) of the GDPR, to the extent applicable, to which a separate cap shall apply as set out in Section F.11 of the Data Processing Agreement.

22.5. The Customer acknowledges that the limitations of liability constitute an agreed allocation of risk, in reliance upon which the Service Fees were determined.

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23. Indemnification

23.1. Indemnification by the Customer. The Customer shall indemnify and defend the Company, its directors, employees and agents against any claim, demand, fine, damage, loss and reasonable expense (including attorneys' fees) arising from: (a) a breach of these Terms or of the Acceptable Use Policy; (b) the Customer's product, service, business, website or landing page; (c) any false or misleading factual representation provided by the Customer or approved by it under Section 8.2; (d) any allegation of infringement of third-party rights in material provided by the Customer; (e) any breach of law by the Customer, including privacy, direct marketing, consumer protection and advertising laws; or (f) the Customer's dealings with leads.

23.2. Indemnification by the Company. The Company shall indemnify and defend the Customer against any third-party claim alleging that the Services themselves - as distinct from content provided or approved by the Customer - infringe an intellectual property right of that third party, provided that the Customer has not modified the Services and has not used them in breach of these Terms.

23.3. The indemnified party shall notify the indemnifying party of the claim and allow it to conduct the defense, and no settlement imposing liability on the indemnified party shall be made without its consent.

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24. Force Majeure

24.1. Neither party shall be liable for any delay or failure to perform, other than a payment obligation, arising from circumstances beyond its reasonable control, including war, hostilities, a state of emergency, reserve duty call-up, strike, pandemic, natural disaster, infrastructure failure, cyberattack, change in law, and any change to or outage of the Ad Platform.

24.2. If a force majeure event preventing the provision of the Deliverables continues for more than 30 days, Section 5.3(b) shall apply.

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25. Sanctions and Anti-Bribery

25.1. The Customer represents that neither it, nor its controlling shareholders, nor its officers are included on any sanctions list of Israel, the United States, the European Union, the United Kingdom or the United Nations.

25.2. Each party shall comply with the anti-bribery and export control laws applicable to it. A breach of this Section gives rise to a right of immediate termination under Section 14.3.

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26. Notices

26.1. Notices to the Company: support@chatadsai.com. Notices to the Customer: to the email address on the account and in the interface.

26.2. An email notice from either party shall be deemed delivered at the end of one Business Day after it is sent, unless a delivery failure notice is received. The Customer shall maintain a valid email address on its account.

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27. Assignment and Subcontractors

27.1. The Customer shall not assign its rights without the Company's written consent.

27.2. The Company may assign its rights and obligations in the context of a merger, acquisition or sale of business, upon notice to the Customer, provided that the assignee assumes the Company's obligations.

27.3. The Company may engage subcontractors and shall remain responsible for their performance.

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28. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates an employer-employee relationship, partnership or agency, except for the limited agency set out in Section 6.

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29. General Provisions

29.1. Entire agreement. These Terms, together with their schedules and the checkout screen, constitute the entire agreement between the parties. The Customer confirms that, in deciding to enter into the engagement, it relied on the description of the Deliverables in Schedule A and on the checkout screen, and that no oral representation going beyond them was made to it. Nothing in the foregoing derogates from liability for a misrepresentation made fraudulently or in bad faith, nor does it exclude any remedy under Section 15 of the Contracts (General Part) Law, 5733-1973.

29.2. Severability. An unenforceable provision shall be construed to the narrowest extent that will render it enforceable, and if that is not possible - only that provision shall be void, and the remaining provisions shall remain in full force and effect.

29.3. Refraining from enforcing a right shall not constitute a waiver of it.

29.4. Survival. Sections 1, 4.2, 7, 8, 9, 13, 16, 17, 18, 21, 22, 23, 26, 29, 30 and 31 shall survive the termination of the engagement.

29.5. Electronic records. The Company's records and logs shall constitute prima facie evidence of their contents.

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30. Governing Law and Jurisdiction

30.1. This Agreement shall be governed by the laws of the State of Israel. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

30.2. Customer domiciled in Israel: the competent courts in Tel Aviv-Jaffa and in the Customer's place of domicile shall have concurrent jurisdiction.

30.3. Customer domiciled in the European Union, the United Kingdom or Switzerland: the courts in Tel Aviv-Jaffa shall have jurisdiction. Nothing in the foregoing derogates from mandatory provisions of law in the Customer's country, including provisions that are overriding mandatory provisions under Article 9 of Regulation (EC) 593/2008 (Rome I), or from the Customer's right to apply to a competent forum in its country to the extent such law grants it that right.

30.4. Customer domiciled in the United States - Arbitration. This Section applies solely and exclusively to a Customer whose principal place of business is in the United States.

(a) Any dispute shall be resolved by binding, individual arbitration before a sole arbitrator, under the JAMS Streamlined Arbitration Rules, in the English language, by remote (video) hearing, and, absent other agreement, at the Customer's place of domicile; (b) Costs: for a claim of up to $10,000, the Company shall bear all arbitration fees and the arbitrator's compensation, except for the Customer's initial filing fee in an amount equal to a court filing fee; (c) Class action waiver: the parties waive the right to conduct any dispute as a class, representative or consolidated action, and waive trial by jury. If this waiver is found unenforceable with respect to a particular claim, that claim shall be heard in court and not in arbitration, and the remaining provisions of this Section shall continue to apply; (d) Right to opt out: the Customer may opt out of this arbitration agreement by written notice to support@chatadsai.com within 30 days of the date of the engagement, without any effect on the remaining Terms; (e) Mass arbitration: if 25 or more similar arbitration claims are filed by the same counsel, 10 bellwether cases shall be heard first and the remaining cases shall be stayed; the limitation period in respect of them shall be tolled; (f) The arbitrator, and not a court, shall decide questions regarding the applicability and validity of this Section, except for the question of the enforceability of the class action waiver in paragraph (c), which shall be decided by a court; (g) Either party may bring an action in small claims court within the limits of its jurisdiction, and may apply to a competent forum for interim relief.

30.5. Nothing in the foregoing excludes any right that cannot be contracted out of under the law applicable to the Customer.

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31. Language

31.1. Customer domiciled in Israel: the Hebrew version of these Terms and of the ancillary documents is binding.

31.2. Customer domiciled outside Israel: the English version is binding. The Hebrew version shall be used for interpretation in the event of any ambiguity in the English version.

31.3. Translations into other languages are provided for convenience only and have no legal effect.

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32. Contact

Palmidos Ltd · Company No. 517210829 · Ramat Gan, Israel · support@chatadsai.com EU Representative and UK Representative - see Section E.14 of the Privacy Policy.