Services Agreement

Willow – Services Agreement

Welcome to Willow. This services agreement (“Agreement”) governs your use of our web-based platform, designed to allow organizations to manage and enable access to Artificial Intelligence tools through Model Context Protocol (MCP) seamlessly ("Platform"). The Agreement constitutes a binding contract between Willow Ltd. (“Company” or "we", "us", "our") and you (“Customer”). If you enter into this Agreement on behalf of an organization, you warrant that you are duly authorized to legally bind the organization by this Agreement.

This Agreement may be amended from time to time. We will notify you of such changes 14 days in advance through the Platform or by email (if possible). The updated Agreement will always be available on our Platform.

For any questions or concerns regarding this Agreement, please contact us at support@willow.ai. Grant of License; Restrictions

1. Subject to this Agreement, the Company grants Customer a limited, non-exclusive, worldwide, non-sublicensable, non-transferrable and revocable license, to access and use our Platform for Customer's personal or internal business purposes (the "License"). All rights not specifically granted herein are exclusively reserved to the Company.
   2. The Platform is currently provided free of charge for up to five (5) seats. However, the Company reserves the right to change the number of free seats or introduce fees for use of the Platform at any time, in its sole discretion. If we do, we will provide a notice thereof. Following any such changes, Customer's continued use of the Platform will be subject to the updated terms and applicable fees.
   3. When using our Platform, Customer may not, by itself or through others: (i) attempt to reverse engineer, decompile, or disassemble the Platform (including its source code), or any part thereof, or assist others to do so; (ii) use, copy, modify, merge, distribute, transfer or sublicense the Platform or any part thereof, except as expressly authorized by us in writing; (iii) develop any derivative works of, or any works based upon, the Platform or any part thereof; (iv) develop or create, or permit others to develop or create, a product or service similar or competitive to our Platform; (v) attempt to engage in: (a) any form of testing, scanning, scraping, probing, robotic navigating, bulk extracting or hacking of the Platform; (b) breaching the security of the Platform or identifying any vulnerabilities thereof; (c) interfering with, circumventing, manipulating, impairing or disrupting the operation or the functionality of the Platform; (d) working around or circumventing any technical limitations in the Platform; or (e) enabling of features or functionalities which are otherwise disabled, inaccessible or undocumented in the Platform; (vi) use the Platform in: (a) breach of this Agreement; or (b) any manner that may constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law.
2. Customer Data. Any data that is transmitted through the Platform (whether outgoing or ingoing) for the purpose of completing Customer's requests ("Customer Data") must be true, accurate and complete. Customer acknowledges that false, incorrect or outdated information may impair our ability to provide our services. Customer is fully accountable for any Customer Data transmitted through the Platform. By providing Customer Data through the Platform, Customer represents it has all necessary rights or licenses to provide the Customer Data to us and allow us to use it: (i) to provide our services to Customer; and (ii) to improve and enhance our Platform.
3. Intellectual property. Company retains all rights, titles and interests in and to the Platform (excluding Customer Data), as well as any enhancements, improvements, corrections, modifications, alterations, revisions, extensions and updates thereto. The Platform shall remain the proprietary offering of the Company, and the Company reserves all rights not expressly granted herein to the Platform and any other part thereof.
4. Confidentiality. Each party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”), certain confidential information, including, but not limited to, data, designs, ideas, inventions, methods, models, formulae, concepts, discoveries, research plans, business plans, procedures, processes, specifications and techniques, analyses, trade secrets, methodologies, non-published patent applications, AI prompts, and any related know-how ("Confidential Information"). The Receiving Party shall not use or disclose the Disclosing Party's Confidential Information, except as necessary to fulfil its obligations under this Agreement or as required under law or a judicial order.
5. Privacy. We respect your privacy. Our Privacy Policy explains how we collect and use your personal data.
6. Term and Termination.
   1. The License granted hereunder shall be in effect until terminated by the Company for any reason, in its sole discretion, upon reasonable notice to Customer.
   2. Upon termination or expiration, the License granted hereunder shall terminate, and Customer shall not be allowed to further use the Platform. We may (but are not obligated to) delete your data following termination or expiration of this License.
7. Warranties and disclaimers
   1. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE PLATFORM, WHETHER EXPRESS OR IMPLIED.
   2. The Platform's operation is based on Artificial Intelligence (AI) tools (third-party large language models (LLM) and/or the Platform's chat). The field of AI is constantly evolving, changing and improving. Although we make efforts to improve the quality and accuracy of our services, due to the nature of such technology the Platform's output may sometimes be inaccurate, incomplete or incorrect. CUSTOMER'S USE OF, AND RELIANCE UPON, THE PLATFORM IS AT CUSTOMER'S SOLE RISK. THE COMPANY SHALL NOT BE LIABLE FOR ANY OUTCOME OR RESULT OF CUSTOMER'S RELIANCE UPON, OR USE OF, THE PLATFORM, OR ANY ACTIONS CUSTOMER TAKES OR DECISIONS CUSTOMER MAKES, OR REFRAIN FROM TAKING OR MAKING, IN CONNECTION THEREWITH.
   3. Use of third-party LLM may be subject to additional, separate terms and conditions. You are solely liable for adhering to such additional terms and conditions.
   4. The Platform does not provide backup services. We encourage you to back up your data. WE WILL NOT BE LIABLE FOR ANY DATA LOST OR CURROPTED DURING YOUR USE OF THE PLATFORM OR FOLLOWING THE EXPIRATION OR TERMINATION OF THIS LICENSE.
8. Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS, THE COMPANY AND ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, LICENSORS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF (COLLECTIVELY, OUR "STAFF"), WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR PUNITIVE DAMAGES, LOSSES, COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH, THIS AGREEMENT AND THE PLATFORM.
9. Indemnity. Customer shall indemnify and hold harmless the Company and our Staff from and against any damages, liabilities, losses, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, in connection with any actual or claimed: (i) breach of this Agreement; and (ii) infringement of third-party rights (including intellectual property rights).
10. Governing Law and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of Israel, without reference to its conflict of laws rules. The courts of the Tel Aviv district shall have sole and exclusive jurisdiction.