Terms & Conditions

Willio.ai is currently in Beta testing phase. By accessing or using the Service, you acknowledge and agree that:

• The Service is experimental and may contain errors, bugs, security vulnerabilities, or incomplete features.

• AI-generated outputs may be inaccurate, biased, harmful, or inappropriate and should never be used without human review.

• Data loss, service interruptions, and breaking changes may occur without notice

• You use the Service entirely at your own risk and willio.ai has no liability for any damages, losses, or consequences arising from your use

• Your sole remedy for any issue is to stop using the Service and request account termination.

• All fees are non-refundable except as expressly stated in Section 6

• You are NOT permitted to use the Service for High-Risk Activities including medical, legal, financial, or safety-critical applications.

If you do not accept these risks and limitations, do not use the Service.

By creating an account, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use in their entirety.

These Terms of Service (“Agreement” or “Terms”) govern access to and use of the Willio.ai software-as-a-service platform and related applications, integrations, APIs, documentation, and websites (collectively, the “Service”) provided by Willio AI Technologies Ltd., an Israeli company, Address 56 Beni Dan St. Tel Aviv, Israel (“Willio.ai,”, “Willio”, “we,” “our,” or “us”).

By creating an account, executing an order, or otherwise using the Service, the individual or entity (“Customer,” “you,” or “your”) agrees to be bound by this Agreement. If you are accepting on behalf of a company or organization, you represent that you have authority to bind that entity.

For purposes of this Agreement:

• “Account” means your registered access credentials and configuration of the Services.

• “Agent” means a configuration in the Service representing one or more text-based AI instructions, including system and user prompts.

• “AI Output” means any text, data, image, or other material generated by the Services or third-party AI integrations.

• “Customer Content” / “Customer Data” means all data, text, or materials submitted, uploaded, or created by or for Customer in connection with the Service. Including prompts, configurations, workflow data, and AI output.
   

• “Organization” means a logical entity within the Service under which users and workspaces are grouped.

• “Operational Metadata” means aggregated or anonymized diagnostic and usage information (e.g., API calls, webhook activity, latency, error logs, feature usage) collected by Willio.ai to operate, improve, and secure the Services.
   

• “Operation Metrics” “means the quantitative measures governing use of the Service, which may include the number of Agents, webhook calls, tests, collaborators, or other tracked activities displayed in the Customer’s account.
   

• “Subscription Term” means the period during which Customer is entitled to use the Service, as specified during registration or in any ordering document.

• “Service" means the Willio.ai software-as-a-service platform and all related products, applications, features, functionality, tools, integrations, APIs, webhooks, user interfaces, documentation, and websites provided by Willio.ai, including but not limited to AI agent and prompt management, testing, collaboration, analytics, optimization, and any other services or features that Willio.ai may offer now or in the future, accessible at www.willio.ai and
   

• “Third-Party Services” means external software or platforms (such as OpenAI, Gemini, Zapier, N8N, Move, or GitHub) that Customer elects to connect to the Service.
   

• “Willio AI Services” means Willio.ai’s internal AI-powered tools such as the prompt analyzer, prompt comparer, or optimization assistant.
   

Capitalized terms not defined herein have the meanings assigned elsewhere in this Agreement.

The Service is currently offered as a Beta and pilot platform, under continuous development. Features, functionality, integrations, performance and pricing may change, be suspended, or discontinued at any time. The Customer understands and agrees that: (A) Beta service may contain defects or errors; (B) Functionality and integrations may change without notice. ; (C) Customer’s sole remedy for any change, downtime or discontinuation, modification or termination is to discontinue use and, if applicable, request a pro-rated refund for the unused portion of prepaid fees. Willio.ai shall have no other liability or obligation regarding Beta Services.

4.1 License.
Subject to the terms of this Agreement and timely payment of applicable fees, Willio.ai grants Customer a limited, non-exclusive, non-transferable right to access and use the Service solely for Customer’s internal business purposes during the Subscription Term and within the applicable Operational Metrics.

4.2 Account Access.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4.4 Restrictions.

 Customer shall not, and shall not permit any third party to, directly or indirectly: (a) decompile, disassemble, reverse engineer, probe, scan, or otherwise attempt to derive the source code, structure, algorithms, or know-how of the Service or conduct any security or vulnerability testing; (b) translate, adapt, modify, create derivative works from, or otherwise alter the Service or Documentation, or remove, alter, or obscure any proprietary notices or trademarks; (c) sell, resell, license, sublicense, distribute, rent, lease, or otherwise commercially exploit the Service, use it in any service bureau or outsourcing arrangement, or use it to develop, train, or improve any competing or similar product, service, or artificial intelligence model; (d) publish or disclose any benchmarking data, performance metrics, or evaluation results related to the Service without Willio.ai's prior written consent; (e) transmit, upload, or process any unlawful, harmful, infringing, or objectionable content or data, or introduce any malicious code including viruses, worms, Trojan horses, ransomware, time bombs, backdoors, or any other harmful procedures or mechanisms that could damage, corrupt, or interfere with the Service or any systems; (f) use the Service for any illegal purpose, to violate any applicable laws or regulations, in any High-Risk Environment or High-Risk Activity (including but not limited to nuclear facilities, aircraft navigation, life support systems, medical diagnosis or treatment decisions, legal rights determinations, criminal justice, military applications, or any use where failure could lead to death, personal injury, or severe damage), or in any manner that infringes upon third-party rights; (g) exceed any authorized Operation Metrics, usage limits, rate limits, or quotas, use automated means to access the Service except through documented APIs, share account credentials, or attempt to gain unauthorized access to other users' accounts or restricted areas; (h) circumvent or interfere with any security features, access controls, or protective measures of the Service; or (i) export or re-export the Service in violation of applicable export control laws. Willio.ai reserves the right, in its sole discretion and without liability, to monitor compliance, investigate suspected violations, immediately suspend or terminate access upon any actual or suspected violation, remove violating content, and pursue any available remedies. Customer shall be solely responsible and liable for any violations by its employees, contractors, agents, or any third party using Customer's account, and agrees to indemnify, defend, and hold harmless willio.ai from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from any such violations.

4.5 Modification of Terms or Service.
Willio.ai reserves the right to modify these Terms, the Service (including features, functionality, APIs, and interfaces), pricing, usage limits, and policies at any time in its sole discretion. Changes are effective immediately upon posting to Willio.ai's website at (https://www.willio.ai/terms-of-use). Willio.ai may, but is not obligated to, notify the Customer of material changes via email or in-Service notification. Customer's continued use of the Service after any modification constitutes binding acceptance of the modified Terms. If Customer does not agree to any modification, Customer's sole remedy is to discontinue use and terminate its account. Customer expressly acknowledges that because the Service is in Beta, Willio.ai may make frequent and substantial changes to features, functionality, and data structures without notice, and such changes may render previously created agents, prompts, or workflows incompatible or non-functional, for which Willio.ai shall have no liability. No modification shall create any obligation to provide refunds or credits for fees previously paid.

5.1 Authorization and Access. 

By connecting, linking, or integrating any Third-Party Service (including but not limited to Zapier, n8n, Make, OpenAI, or any other external platform, API, or service) with the Service, Customer grants Willio.ai and its systems full authorization to access, retrieve, read, download, modify, update, delete, publish, synchronize, and transmit content, data, metadata, prompts, agents, workflows, API keys, configurations, usage logs, and activity information from and to such Third-Party Services as necessary or useful to provide the functionality of the Service. Customer represents and warrants that it has all necessary rights, permissions, and authorizations to grant such access and that such grant does not violate any agreement with or obligation to any third party.

5.2 Customer Responsibility. Customer remains solely and exclusively responsible for: (a) compliance with all terms of service, usage policies, and restrictions governing any Third-Party Service; (b) maintaining the security and confidentiality of all credentials, API keys, tokens, and access permissions for Third-Party Services; (c) monitoring and managing all activity, costs, usage limits, and data flows between the Service and Third-Party Services; (d) any charges, fees, or costs imposed by Third-Party Services; (e) ensuring it has appropriate legal basis and user consent for any data processing or transfer through integrations; and (f) any consequences arising from the revocation, expiration, or modification of Third-Party Service access. Customer acknowledges that Willio.ai has no control over Third-Party Services and makes no representations or warranties regarding their availability, functionality, security, accuracy, or compliance with any laws or regulations.

5.3 Integration Functionality and Disclaimers. willio.ai's integrations (including the Willio Zapier App, Willio N8N Connector, and any other published or custom integrations) operate by transmitting, synchronizing, and processing data between the Service and Third-Party Services through authenticated webhooks, APIs, polling mechanisms, or other technical methods. Customer expressly acknowledges and agrees that: (a) integrations may experience interruptions, delays, errors, data loss, synchronization failures, or incompatibilities due to changes in Third-Party Service APIs, authentication requirements, rate limits, or policies; (b) Willio.ai does not guarantee continuous availability, real-time synchronization, or error-free operation of any integration; (c) Willio.ai may modify, suspend, or discontinue any integration at any time without notice or liability; (d) data transmitted through integrations may be subject to processing, storage, or security practices of Third-Party Services over which willio.ai has no control; and (e) Willio.ai shall have no liability whatsoever for any interruptions, errors, data loss, security breaches, unauthorized access, compliance violations, costs, damages, or any other issues arising from or related to the use of integrations or Third-Party Services, whether caused by Willio.ai, Third-Party Services, or any other party.

5.4 Termination of Integration Access. Willio.ai reserves the right to immediately disable, suspend, or terminate Customer's ability to use any integration if willio.ai determines, in its sole discretion, that such use: (a) violates these Terms or any Third-Party Service terms; (b) poses a security risk; (c) generates excessive API calls or resource consumption; (d) results in errors or complaints from Third-Party Services; or (e) is otherwise problematic or undesirable. Customer shall have no right to refunds, credits, or compensation for any such termination.

6.1 Fees and Payment Obligations. Customer shall pay all fees accorting to their subscription agreement or applicable Order form. Willio.ai reserves the right to modify fees, pricing structures, subscription tiers, usage limits, and billing terms at any time in its sole discretion, effective immediately upon posting or as specified in the updated pricing. Continued use of the Service after any fee modification constitutes acceptance of the new fees. All fees are quoted and payable in US Dollars or as otherwise specified, and payment is due immediately upon invoice or at the beginning of each billing period for subscription services.

6.2 Automatic Renewal and Cancellation. Subscription plans renew automatically at the end of each billing period (monthly, annually, or as otherwise specified) at the then-current pricing unless Customer cancels prior to the renewal date. Customer is responsible for canceling subscriptions through the account interface or by providing written notice to Willio.ai at least forty-eight (48) hours before the renewal date. Cancellation takes effect at the end of the current billing period, and Customer remains obligated to pay all fees for the remainder of that period. No partial-period refunds or credits will be provided for mid-cycle cancellations.

6.3 Taxes and Additional Charges. All fees are exclusive of and Customer shall be solely responsible for all sales, use, GST, VAT, withholding, and other taxes, duties, tariffs, levies, and governmental charges (collectively, "Taxes"), except for taxes based on Willio.ai's net income. Customer shall pay all applicable Taxes or provide willio.ai with valid tax exemption certificates. If Willio.ai is required to pay or collect Taxes for which Customer is responsible, Customer shall reimburse Willio.ai for such amounts. Customer is also responsible for all third-party fees, charges, and costs associated with integrations, API usage, or external services connected to the Service.

6.4 Non-Refundable Payments. ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE, INCLUDING BUT NOT LIMITED TO SUBSCRIPTION FEES, SETUP FEES, ADDITIONAL AI SERVICES USE FEES, USAGE-BASED CHARGES, AND ANY OTHER FEES PAID FOR THE SERVICE. Customer acknowledges and agrees that Willio.ai shall have no obligation to provide refunds, credits, or pro-rata reimbursements under any circumstances, including but not limited to: (a) Customer's failure to use the Service; (b) termination or suspension of Customer's account for any reason, including breach of these Terms; (c) dissatisfaction with the Service; (d) changes to features, functionality, or pricing; (e) Service interruptions, errors, or unavailability; (f) Beta-related issues including bugs, data loss, or incompatibilities; or (g) discontinuation of the Service or any features. The sole exception is as expressly provided above for permanent discontinuation of the Service with no replacement offering, in which case pro-rata refunds for prepaid unused subscription fees may be provided at Willio.ai's sole discretion.

6.5 Late Payment and Suspension. If Customer fails to pay any fees when due, Willio.ai may, without notice and in addition to any other rights or remedies: (a) immediately suspend or terminate Customer's access to the Service; (c) delete or disable Customer's data, agents, prompts, and account content; and (d) pursue collection through legal action, with Customer responsible for all collection costs including reasonable attorneys' fees. Suspension or termination for non-payment does not relieve Customer of its payment obligations.

6.6 Payment Method and Authorization. Customer authorizes Willio.ai and its third-party payment processors (currently Recurly, subject to change) to charge Customer's designated payment method (credit card, debit card, or other approved method) for all fees, including automatic recurring charges for subscription renewals and usage-based fees. By providing payment information, Customer authorizes Willio.ai to share such information and related account data (including name, email, billing address, and transaction history) with payment processors as necessary to process payments and manage subscriptions. Customer shall maintain valid, current payment information in its account at all times and promptly update any changes. If any payment is declined or fails, Willio.ai and its payment processors may retry the charge multiple times, and Customer remains liable for all fees plus any additional bank fees, processor fees, or failed transaction charges. Customer shall notify Willio.ai immediately of any changes to payment information or if Customer disputes any charge. Customer acknowledges that payment processors may maintain separate accounts and have their own terms of service and privacy policies, which Customer is responsible for reviewing and accepting.

3.7 Free Trials and Promotional Periods. If Customer is using the Service during a free trial, promotional period, or beta access without charge, Willio.ai may terminate such access at any time without notice or liability. At the end of any trial or promotional period, Customer's payment method will be automatically charged for the applicable subscription fee unless Customer cancels before the trial ends. All promotional pricing, discounts, and credits are provided at Willio.ai's sole discretion and may be modified or revoked at any time.

7.1 Customer Content Ownership. As between Customer and Willio.ai, Customer retains all right, title, and interest in and to all data, content, prompts, agents, workflows, configurations, files, materials, and information that Customer creates, uploads, submits, stores, or processes through the Service ("Customer Content"). Willio.ai claims no ownership rights in Customer Content.

7.2 License Grant to Willio.ai. Customer grants willio.ai and its affiliates, contractors, and service providers a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers) license to access, use, store, cache, reproduce, transmit, display, perform, distribute, modify, adapt, create derivative works from, and otherwise exploit Customer Content and all associated metadata, usage data, activity logs, and related information solely for the purposes of: (a) providing, operating, maintaining, hosting, and supporting the Service and its features; (b) improving, developing, testing, training, and enhancing the Service, including AI models, algorithms, and functionality; (c) ensuring security, preventing fraud, and enforcing these Terms; (d) complying with legal obligations and responding to legal requests; (e) generating aggregated, anonymized, or de-identified data and analytics for research, benchmarking, marketing, and product development; and (f) creating and using Machine Learning Data as defined in Section 7.5 below. This license survives termination of Customer's account solely to the extent necessary to preserve aggregated or anonymized data and to fulfill any ongoing legal or contractual obligations.

7.3 Customer Representations and Warranties. Customer represents, warrants, and covenants that: (a) Customer owns or has obtained all necessary rights, licenses, consents, and permissions to provide Customer Content to willio.ai and to grant the licenses set forth in these Terms; (b) Customer Content and Customer's use of the Service does not and will not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, publicity rights, or any other rights; (c) Customer Content complies with all applicable laws, regulations, and these Terms; (d) Customer has obtained all necessary consents, authorizations, and legal bases required to collect, process, and transfer any personal data, sensitive information, or regulated data included in Customer Content; and (e) Customer will not upload, submit, or process through the Service any data that Customer is prohibited from disclosing under any law, regulation, contract, or fiduciary obligation.

7.4 Prohibited and Sensitive Information. Customer acknowledges that the Service is not designed or intended for processing of: (a) protected health information subject to HIPAA; (b) payment card information subject to PCI-DSS; (c) personal data of children under 13 (or applicable age of digital consent); (d) special categories of personal data under GDPR (racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, biometric data, health data, or data concerning sex life or sexual orientation) unless pursuant to a separate Data Processing Addendum; (e) classified or controlled government information; or (f) any other highly sensitive, confidential, or regulated data requiring specialized security controls. CUSTOMER UPLOADS OR PROCESSES SUCH INFORMATION AT ITS OWN RISK AND SHALL BE SOLELY LIABLE FOR ANY CONSEQUENCES, VIOLATIONS, OR DAMAGES RESULTING THEREFROM. willio.ai may immediately delete any such information upon discovery and terminate Customer's account without liability or refund.

7.5 Machine Learning and Training Data. Customer expressly acknowledges and agrees that Willio.ai may use Customer Content, usage patterns, prompts, agent configurations, user interactions, feedback, outputs, error reports, and all other data generated through Customer's use of the Service (collectively, "Machine Learning Data") to train, develop, improve, and enhance AI models, machine learning algorithms, and the Service's functionality. This includes but is not limited to using Machine Learning Data to: (a) improve prompt effectiveness and agent performance; (b) develop new features and capabilities; (c) create benchmarks and best practices; (d) train AI models that may be incorporated into the Service or other willio.ai products. Machine Learning Data may be aggregated with data from other users and used in perpetuity, even after termination of Customer's account. Willio.ai shall use commercially reasonable efforts to anonymize or de-identify Machine Learning Data before using it for these purposes, but Customer acknowledges that complete anonymization cannot be guaranteed, particularly for unique or highly specific prompts and configurations.

7.6 Aggregated and Anonymized Data. Willio.ai owns all right, title, and interest in and to any aggregated, anonymized, or de-identified data derived from Customer Content or Customer's use of the Service. Willio.ai may use, disclose, license, and exploit such data for any purpose, including analytics, research, marketing, benchmarking, product development, and creating publicly available reports or insights, without any obligation to Customer.

7.7 Feedback and Suggestions. If Customer or its users provide any suggestions, ideas, enhancement requests, feedback, recommendations, bug reports, or other information relating to the Service ("Feedback"), Customer grants willio.ai an unrestricted, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, disclose, reproduce, modify, license, distribute, and otherwise exploit such Feedback for any purpose without any obligation, compensation, or attribution to Customer. Customer represents and warrants that it has all rights necessary to grant such license and that Feedback does not contain confidential information of Customer or any third party.

7.8 Willio.ai Intellectual Property. Willio.ai and its licensors exclusively own all right, title, and interest in and to the Service, including all software, algorithms, AI models, machine learning technology, user interfaces, designs, documentation, APIs, know-how, trade secrets, trademarks, and all intellectual property rights therein (collectively, "Willio.ai IP"). Customer acquires no ownership rights in Willio.ai IP, and these Terms do not grant Customer any license or rights to Willio.ai IP except the limited right to access and use the Service in accordance with these Terms. Customer shall not contest, challenge, or assist others in contesting or challenging the ownership or validity of any Willio.ai IP.

7.9 Third-Party Content and Open Source. The Service may incorporate or provide access to third-party content, services, APIs, or open source software components, which are subject to separate license terms. Willio.ai makes no representations or warranties regarding third-party content and disclaims all liability related thereto. Customer's use of any third-party content is at Customer's own risk and subject to such third-party terms.

7.10 DMCA and Copyright Infringement. Willio.ai respects intellectual property rights and expects users to do the same. If Customer believes that any content on or accessible through the Service infringes copyright, Customer may submit a notice to info@willio.ai in accordance with the Digital Millennium Copyright Act (DMCA). Willio.ai reserves the right to remove allegedly infringing content and terminate accounts of repeat infringers.

8.1 Third-Party AI Engine Testing. 

The Service enables Customer to test, compare, and evaluate prompts and agents using third-party AI engines, models, and APIs provided by external companies including but not limited to OpenAI, Anthropic, Google, Meta, Cohere, Mistral, and other AI service providers (collectively, "External AI Engines"). Customer expressly acknowledges and agrees that: (a) all testing, execution, and use of External AI Engines is performed entirely at Customer's own discretion, risk, and responsibility; (b) Willio.ai acts solely as a technical conduit or passthrough service and does not create, control, review, edit, endorse, or take responsibility for any outputs, responses, or content generated by External AI Engines; (c) External AI Engines are operated and controlled by third parties over which Willio.ai has no control and are subject to those third parties' terms of service, usage policies, and limitations; (d) outputs from External AI Engines may contain errors, inaccuracies, hallucinations, bias, offensive content, inappropriate material, misinformation, outdated information, or other defects; (e) External AI Engines may fail, produce inconsistent results, change behavior without notice, become unavailable, or be discontinued at any time; (f) Customer is solely responsible for evaluating the accuracy, appropriateness, safety, legality, and suitability of all AI-generated outputs before any use, reliance, distribution, or publication; (g) Willio.ai makes no representations, warranties, or guarantees of any kind regarding External AI Engines or their outputs, including but not limited to accuracy, reliability, completeness, quality, safety, legality, or fitness for any particular purpose; and (h) Customer's use of External AI Engines must comply with all applicable third-party terms, laws, and regulations, and Customer bears all responsibility and liability for any violations, claims, or damages arising from such use.

8.2 Third-Party AI Terms, Costs, and Account Requirements. Customer acknowledges that External AI Engines are subject to the terms of service, acceptable use policies, rate limits, pricing, and restrictions imposed by their respective providers. Willio.ai may, in its sole discretion, provide access to External AI Engines either: (a) through Willio.ai's own accounts and API credentials, subject to the Operation Metrics and usage limits specified in Customer's subscription plan; or (b) by requiring Customer to connect and authenticate its own accounts, API keys, and credentials with External AI Engine providers. Customer is solely responsible for: (i) reviewing and complying with all third-party External AI Engine terms, policies, and restrictions; (ii) maintaining valid accounts, API keys, and credentials with External AI Engine providers when required by Willio.ai; (iii) all costs, fees, charges, and usage expenses imposed by External AI Engine providers when using Customer's own accounts, including all API call costs, overage charges, and subscription fees charged directly by such providers; (iv) monitoring and managing usage to remain within applicable rate limits, quotas, and Operation Metrics; (v) any suspension, termination, limitations, or restrictions imposed by External AI Engine providers on Customer's access or accounts; and (vi) any legal, regulatory, or contractual consequences resulting from outputs generated by External AI Engines. When Willio.ai provides access through its own accounts, Customer shall strictly comply with all Operation Metrics and usage limits defined in Customer's subscription plan, and Willio.ai reserves the right to throttle, restrict, suspend, or terminate access if Customer exceeds such limits, engages in excessive or abusive usage, or if Willio.ai's own accounts with External AI Engine providers experience limitations, cost overruns, policy violations, or restrictions. Willio.ai may transition from providing access through its own accounts to requiring Customer accounts at any time without notice or liability. Willio.ai makes no commitment to maintain access to any specific External AI Engine and reserves the right to modify, restrict, suspend, or discontinue access to any External AI Engine at any time without notice or liability, including due to changes in third-party terms, pricing, availability, willio.ai's costs, or willio.ai's business decisions. Customer acknowledges that different subscription tiers may have different Operation Metrics, usage limits, and access to External AI Engines, and that exceeding Operation Metrics may result in additional charges, throttling, or service suspension as specified in customer subscription agreements or ordering documents.

8.3 Willio.ai Internal AI Processes. The Service incorporates proprietary AI-powered features, tools, and automated systems developed or operated by Willio.ai (collectively, "Internal AI Processes"), including but not limited to: prompt analyzer, prompt optimizer, prompt comparer, prompt validator, agent performance analyzer, recommendation engine, content suggestion tools, automated categorization, sentiment analysis, quality scoring, usage insights, and other AI-driven functionality. Customer expressly acknowledges and agrees that: (a) Internal AI Processes are experimental, developmental, and in Beta testing phase; (b) Internal AI Processes are provided "as-is" for convenience only and are not intended to replace human judgment, expertise, or review; (c) outputs, recommendations, scores, analyses, and suggestions generated by Internal AI Processes may contain errors, inaccuracies, inconsistencies, bias, or inappropriate conclusions; (d) Internal AI Processes may produce different results for the same input at different times due to model updates, training data changes, or other factors; (e) Willio.ai makes no representations, warranties, or guarantees regarding the accuracy, reliability, completeness, usefulness, or appropriateness of any outputs from Internal AI Processes; (f) Customer must independently evaluate, verify, and validate all outputs from Internal AI Processes before relying on, implementing, distributing, or taking any action based on such outputs; (g) Willio.ai shall have no responsibility or liability for any decisions, actions, results, damages, losses, or consequences arising from Customer's use of or reliance on Internal AI Processes or their outputs; and (h) Willio.ai may modify, update, suspend, or discontinue any Internal AI Processes at any time without notice.

8.4 No Guarantee of AI Output Quality or Safety. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT AI-GENERATED CONTENT, WHETHER FROM EXTERNAL AI ENGINES OR INTERNAL AI PROCESSES, IS INHERENTLY UNPREDICTABLE AND MAY PRODUCE HARMFUL, OFFENSIVE, INACCURATE, BIASED, MISLEADING, ILLEGAL, OR INAPPROPRIATE OUTPUTS. WILLIO.AI MAKES NO WARRANTIES OR REPRESENTATIONS THAT AI-GENERATED CONTENT WILL BE: (A) ACCURATE, COMPLETE, OR RELIABLE; (B) FREE FROM ERRORS, HALLUCINATIONS, OR MISINFORMATION; (C) UNBIASED OR NON-DISCRIMINATORY; (D) SAFE, APPROPRIATE, OR SUITABLE FOR ANY PARTICULAR PURPOSE; (E) COMPLIANT WITH ANY LAWS, REGULATIONS, OR INDUSTRY STANDARDS; (F) FREE FROM OFFENSIVE, HARMFUL, OR INAPPROPRIATE MATERIAL; OR (G) CONSISTENT OR REPRODUCIBLE. Customer bears sole and absolute responsibility for all use, application, distribution, and consequences of AI-generated content.

8.5 Human Review Requirement. Customer agrees to implement appropriate human review, oversight, and validation processes for all AI-generated content before using such content in any production environment, making business decisions, publishing, distributing to third parties, or taking any action that could affect legal rights, safety, finances, reputation, or wellbeing of any person or entity. Customer shall not use AI-generated content in High-Risk Activities as defined in Restrictions Section without appropriate safeguards, human oversight, and compliance with applicable regulations.

8.6 Training and Improvement. Customer acknowledges and consents that Willio.ai may use all prompts, inputs, outputs, test results, comparisons, interactions, and usage data related to both External AI Engines and Internal AI Processes to train, improve, and develop Internal AI Processes, the Service, and willio.ai's AI models and algorithms, as further described in Section 7.5 (Machine Learning and Training Data).

8.7 No Professional or Expert Advice. Nothing provided by External AI Engines or Internal AI Processes constitutes professional advice (legal, medical, financial, technical, or otherwise), expert opinion, or a substitute for consultation with qualified professionals. Customer shall not rely on AI-generated content as authoritative or expert guidance and shall seek appropriate professional advice for any important decisions.

8.8 Indemnification for AI-Related Claims. Customer agrees to indemnify, defend, and hold harmless Willio.ai from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from or related to: (a) Customer's use of External AI Engines or Internal AI Processes; (b) Customer's reliance on or distribution of AI-generated content; (c) any actions taken based on AI-generated outputs; (d) violations of third-party AI provider terms; (e) harm caused to any person or entity by AI-generated content used, published, or distributed by Customer; or (f) Customer's failure to implement appropriate human review or safeguards.

Customer shall not:
(a) use the Service to violate law or third-party rights;
(b) transmit malicious code or interfere with Service operation;
(c) publish or disclose performance data or benchmarks without prior written consent; or
(d) use the Service for purposes involving safety-critical or life-sustaining systems.

Willio.ai may suspend or terminate access for any breach of this Section.

10.1 Security Measures. Willio.ai implements and maintains commercially reasonable technical, physical, and organizational security measures designed to protect Customer Content from unauthorized access, use, disclosure, alteration, or destruction. Such measures may include, but are not limited to: encryption of data in transit and at rest, access controls and authentication mechanisms, network security controls, regular security assessments, and employee security training. However, Customer acknowledges and agrees that: (a) no security measures are perfect or impenetrable, and Willio.ai cannot guarantee absolute security of Customer Content; (b) security measures are subject to change at Willio.ai's sole discretion as technology, threats, and best practices evolve; (c) the Service is in Beta and security features may be incomplete, untested, or subject to vulnerabilities; (d) Customer is responsible for implementing its own security measures including strong passwords, access controls, and secure handling of credentials; and (e) Willio.ai shall not be liable for any security breaches, unauthorized access, data loss, or compromise resulting from factors outside willio.ai's reasonable control, including but not limited to Customer's security failures, third-party actions, force majeure events, or inherent limitations of Internet-based services.

10.2 Security Incident Notification. If Willio.ai becomes aware of unauthorized access to, disclosure of, or acquisition of Customer Content within systems under Willio.ai's direct control that constitutes a security incident or data breach under applicable law ("Security Incident"), Willio.ai will notify affected Customer without undue delay as required by applicable law, provided that: (a) Willio.ai's determination of whether a Security Incident has occurred shall be made in Willio.ai's reasonable discretion based on available information; (b) notification timing and method shall be determined by Willio.ai based on investigation requirements, law enforcement needs, and legal obligations; (c) Willio.ai's notification obligations do not extend to incidents involving third-party services, External AI Engines, integrations, or systems outside Willio.ai's control; (d) Willio.ai may delay notification if law enforcement or regulatory authorities determine that notification would impede an investigation; and (e) Customer remains solely responsible for determining its own legal notification obligations to data subjects, regulators, or other parties, and for complying with all applicable data breach notification laws. Willio.ai's notification shall not be construed as an acknowledgment of fault, liability, or wrongdoing.

10.3 Customer Security Responsibilities. Customer is solely responsible for: (a) maintaining the confidentiality and security of all account credentials, passwords, API keys, authentication tokens, and access codes; (b) restricting and controlling access to its account and ensuring that only authorized users access the Service; (c) promptly notifying Willio.ai of any suspected or actual unauthorized access to Customer's account; (d) configuring appropriate security settings, access permissions, and privacy controls within the Service; (e) evaluating whether the Service's security measures meet Customer's specific security requirements and risk tolerance; (f) implementing appropriate security measures for systems, networks, and devices used to access the Service; (g) conducting its own security assessments, audits, and due diligence as necessary for Customer's compliance obligations; (h) securing any data before uploading to the Service if additional protection is required; and (i) maintaining backups of Customer Content, as Willio.ai does not guarantee backup, recovery, or restoration of Customer Content under all circumstances.

10.4 Data Processing and Privacy. Willio.ai processes Customer Content in accordance with its Privacy Policy available at www.willio.ai/privacy, which is incorporated into these Terms by reference. Customer represents and warrants that: (a) it has provided all necessary privacy notices and obtained all required consents, permissions, and legal bases to collect, process, and transfer any personal data included in Customer Content; (b) its provision of personal data to willio.ai and its instructions to willio.ai regarding such data comply with all applicable privacy and data protection laws, including but not limited to the Israeli Privacy Protection Law 5741-1981, EU General Data Protection Regulation (GDPR), UK GDPR, California Consumer Privacy Act (CCPA), and any other applicable laws; (c) it has authority to authorize willio.ai to process personal data on Customer's behalf as described in these Terms; and (d) Customer Content does not include personal data that Customer is prohibited from disclosing or transferring under any law, regulation, or contractual obligation. Customer acknowledges that Willio.ai may process personal data across multiple jurisdictions, including Israel, the United States, and other countries where willio.ai or its service providers maintain facilities.

10.5 Data Processing Addendum (DPA). For Customers subject to the EU GDPR, UK GDPR, or other data protection regulations requiring a data processing agreement, Willio.ai's standard Data Processing Addendum ("DPA") is available upon request by contacting info@willio.ai. The DPA, when executed by both parties, shall supplement and form part of these Terms. In the event of any conflict between the DPA and these Terms, the DPA shall prevail solely with respect to the processing of personal data. Customers not subject to such regulations or who do not execute a DPA acknowledge that willio.ai processes Customer Content as described in these Terms and the Privacy Policy without additional contractual data protection obligations.

10.6 Subprocessors and Third-Party Service Providers. Customer acknowledges and consents that Willio.ai may engage third-party subprocessors and service providers to process Customer Content, including but not limited to cloud hosting providers (e.g., Lovable, SupaBase DB, Vercel, AWS, Google Cloud, Azure), payment processors (Recurly, Stripe), External AI Engine providers, analytics services, and other infrastructure or operational vendors. Willio.ai maintains a list of subprocessors available at www.willio.ai/subprocessors or upon request. Willio.ai reserves the right to add, remove, or replace subprocessors at any time without prior notice, provided that Willio.ai uses commercially reasonable efforts to ensure subprocessors implement appropriate security and privacy measures. Customer's use of the Service constitutes consent to such subprocessor engagement.

10.7 Data Retention and Deletion. Willio.ai will retain Customer Content for as long as Customer's account is active and as necessary to provide the Service. Upon termination or expiration of Customer's account, Willio.ai may, but is not obligated to, retain Customer Content for a limited period (typically 30 days) to allow for account reactivation or data retrieval, after which Willio.ai may permanently delete Customer Content from its systems. However, Willio.ai may retain: (a) aggregated, anonymized, or de-identified data indefinitely as permitted by Section 7.6; (b) data required for legal, accounting, compliance, or dispute resolution purposes; and (c) data stored in backup systems, which will be deleted in accordance with Willio.ai's backup retention policies. Customer is solely responsible for exporting and backing up Customer Content before termination. Willio.ai shall have no liability for any Customer Content that is deleted, lost, or becomes inaccessible upon or after termination.

10.8 No Guarantee of Privacy or Confidentiality. CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS A CLOUD-BASED, MULTI-TENANT PLATFORM AND THAT TRANSMISSION AND STORAGE OF DATA OVER THE INTERNET AND IN CLOUD ENVIRONMENTS INVOLVES INHERENT SECURITY AND PRIVACY RISKS. WHILE WILLIO.AI IMPLEMENTS REASONABLE SECURITY MEASURES, WILLIO.AI DOES NOT AND CANNOT GUARANTEE ABSOLUTE PRIVACY, CONFIDENTIALITY, OR SECURITY OF CUSTOMER CONTENT. CUSTOMER USES THE SERVICE AT ITS OWN RISK AND SHALL NOT UPLOAD HIGHLY SENSITIVE, CONFIDENTIAL, OR REGULATED DATA UNLESS CUSTOMER HAS INDEPENDENTLY ASSESSED THE RISKS AND DETERMINED THAT THE SERVICE'S SECURITY MEASURES ARE ADEQUATE FOR SUCH DATA. WILLIO.AI EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY UNAUTHORIZED ACCESS, DISCLOSURE, INTERCEPTION, OR LOSS OF CUSTOMER CONTENT, EXCEPT TO THE EXTENT CAUSED BY WILLIO.AI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND EVEN THEN SUBJECT TO THE LIMITATION OF LIABILITY PROVISIONS IN SECTION 15.

10.9 Security Audits and Assessments. Willio.ai may, but is not obligated to, conduct periodic security audits, vulnerability assessments, and penetration testing of the Service. Willio.ai may provide general security documentation or certifications (such as SOC 2, ISO 27001, or similar) at its discretion, but such documentation does not constitute a warranty or guarantee of security. Customer shall not conduct its own security testing, vulnerability scanning, or penetration testing of the Service without Willio.ai's express prior written consent. Unauthorized security testing may result in immediate account termination and legal action.

10.10 Beta Security Limitations. Customer expressly acknowledges that because the Service is in Beta: (a) security features, controls, and protections may be incomplete, untested, or not fully implemented; (b) vulnerabilities, bugs, or security flaws may exist that have not yet been identified or remediated; (c) security measures may change frequently as the Service evolves; (d) security documentation, certifications, and assessments may not be available or current; and (e) the Service may not meet enterprise-grade security standards or regulatory compliance requirements. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH USING A BETA PRODUCT FOR STORING OR PROCESSING SENSITIVE, CONFIDENTIAL, OR REGULATED DATA.

11.1 Willio.ai Confidential Information. Customer acknowledges that the Service, including all software, source code, algorithms, AI models, architecture, designs, methods, processes, know-how, trade secrets, technical specifications, security measures, performance data, roadmaps, non-public pricing information, business strategies, and non-public features or functionality, constitutes willio.ai's proprietary and confidential information ("willio.ai Confidential Information"). Customer shall: (a) protect Willio.ai Confidential Information using reasonable care, at least the same degree of care Customer uses to protect its own confidential information; (b) not disclose willio.ai Confidential Information to any third party; (c) not use Willio.ai Confidential Information for any purpose other than using the Service as authorized under these Terms; (d) not reverse engineer, decompile, or attempt to derive Willio.ai Confidential Information except as expressly permitted by law; and (e) not use Willio.ai Confidential Information to develop competing products or services. These obligations do not apply to information that: (i) is or becomes publicly available through no fault of Customer; (ii) Customer can demonstrate was rightfully known prior to disclosure; (iii) is independently developed by Customer without reference to Willio.ai Confidential Information; or (iv) is required to be disclosed by law, provided Customer gives Willio.ai prompt notice (if legally permitted) and reasonable opportunity to contest such disclosure.

11.2 Customer Content. Willio.ai shall protect Customer Content that is not otherwise publicly available using commercially reasonable care. However, Customer acknowledges that Customer Content processed through the Service is subject to the terms and limitations described throughout these Terms, including Sections 7.2 (License to Willio.ai), 7.5 (Machine Learning Data), 7.6 (Aggregated Data), 10 (Security and Privacy), 11.3 (Permitted Disclosures), and 11.4 (No Confidentiality for Processed Content).

11.3 Permitted Disclosures by Willio.ai. Notwithstanding Section 11.2, Customer acknowledges and agrees that willio.ai may disclose Customer Content and related information: (a) to subprocessors and service providers as described in Section 10.6; (b) to External AI Engine providers as necessary to provide testing functionality as described in Section 8.1; (c) to third-party AI service providers as necessary to power Internal AI Processes (including prompt analyzer, optimizer, comparer, and other AI-powered features) as described in Section 8.3; (d) as required to provide, operate, maintain, improve, and support the Service; (e) in aggregated, anonymized, or de-identified form as permitted by Section 7.6; (f) as permitted by the license grants in Section 7.2 and Section 7.5; (g) as required by law, legal process, or government request; (h) to enforce these Terms or investigate potential violations; (i) to protect the rights, property, or safety of Willio.ai, its users, or the public; or (j) in connection with a merger, acquisition, financing, sale of assets, or other business transaction involving Willio.ai (provided the recipient agrees to confidentiality obligations consistent with these Terms).

11.4 No Confidentiality for Customer Content Processed Through Service. Customer acknowledges that by uploading or processing Customer Content through the Service, including testing prompts through External AI Engines or using Internal AI Processes, such content may be: (a) transmitted to and processed by third-party systems and services; (b) used to train and improve Internal AI Processes and the Service as described in Section 7.5; (c) stored on cloud infrastructure and accessible to willio.ai personnel for support, troubleshooting, and service provision; and (d) subject to the inherent risks of Internet and cloud-based transmission and storage. CUSTOMER CONTENT PROCESSED THROUGH THE SERVICE SHOULD NOT BE CONSIDERED CONFIDENTIAL OR PROTECTED BY THIS CONFIDENTIALITY SECTION EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 11.2 AND 11.3. Customer is solely responsible for determining what information to upload to the Service and shall not upload information that Customer requires to remain strictly confidential unless Customer has evaluated and accepted the risks described in these Terms.

11.5 Exclusion for Publicly Available Information. Customer acknowledges that information, content, or outputs that Customer chooses to make publicly available, share with third parties, publish, distribute, or otherwise disclose outside the Service is not subject to any confidentiality protections under these Terms. Once Customer discloses information publicly or to third parties, willio.ai has no obligation to maintain the confidentiality of such information.

11.6 Feedback and Usage Data. Notwithstanding any other provision in this Section 11, Customer acknowledges and agrees that Feedback (as defined in Section 7.7), usage data, activity logs, performance metrics, and other information about Customer's use of the Service are not considered Customer's Confidential Information and may be used by Willio.ai without restriction as described in Sections 7.5, 7.6, and 7.7.

11.7 Term of Confidentiality Obligations. The obligations in this Section 11 shall remain in effect during the term of these Terms and for a period of three (3) years following termination or expiration, except that obligations with respect to information constituting trade secrets under applicable law shall continue for as long as such information remains a trade secret. Notwithstanding the foregoing, Willio.ai's right to use aggregated, anonymized, and de-identified data shall survive indefinitely as provided in Section 7.6.

11.8 No Warranty of Confidentiality. WILLIO.AI MAKES NO REPRESENTATION OR WARRANTY THAT CUSTOMER CONTENT OR CUSTOMER'S CONFIDENTIAL INFORMATION WILL REMAIN CONFIDENTIAL OR SECURE. THE SERVICE IS A CLOUD-BASED PLATFORM THAT INVOLVES TRANSMISSION AND PROCESSING OF DATA ACROSS MULTIPLE SYSTEMS, NETWORKS, AND THIRD-PARTY SERVICES. CUSTOMER USES THE SERVICE AT ITS OWN RISK WITH RESPECT TO CONFIDENTIALITY AND ACKNOWLEDGES THAT ABSOLUTE CONFIDENTIALITY CANNOT BE GUARANTEED FOR ANY INTERNET-BASED OR CLOUD SERVICE, PARTICULARLY ONE IN BETA TESTING. CUSTOMER SHALL NOT UPLOAD INFORMATION THAT MUST REMAIN ABSOLUTELY CONFIDENTIAL OR THAT WOULD CAUSE SIGNIFICANT HARM IF DISCLOSED.

11.9 Remedies. Customer acknowledges that monetary damages may be an insufficient remedy for breach of this Section 11 by Customer, and that Willio.ai shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement of posting a bond. Customer further acknowledges that any breach or threatened breach of this Section 11 by Customer with respect to willio.ai's proprietary technology or trade secrets may cause immediate and irreparable harm to willio.ai.

11.10 No Implied Rights. Nothing in this Section 11 shall be construed as granting any rights or licenses to Confidential Information, whether by implication, estoppel, or otherwise, except as expressly set forth in these Terms. All Confidential Information remains the exclusive property of the Disclosing Party.

12.1 Willio.ai Ownership. Willio.ai and its licensors exclusively own all right, title, and interest in and to the Service, including all software, APIs, AI models, algorithms, machine learning systems, user interfaces, designs, documentation, trademarks, and all related intellectual property rights. This includes all Internal AI Processes, aggregated data, and any improvements or derivative works. Customer receives only a limited, non-exclusive, revocable right to access and use the Service as specified in these Terms. No ownership rights are transferred to Customer.

12.2 Derived Intellectual Property. Willio.ai owns all intellectual property, improvements, and innovations derived from Customer's use of the Service, Customer Content, usage patterns, analytics, or Feedback, even if inspired by or based on Customer's usage. Customer assigns to Willio.ai all rights in such derived intellectual property and agrees to execute any documents necessary to perfect such assignment.

12.3 Restrictions. Customer shall not: (a) remove or alter any proprietary notices or marks from the Service; (b) use Willio.ai's name, trademarks, or logos without prior written consent; (c) register intellectual property rights confusingly similar to willio.ai's; (d) challenge Willio.ai's ownership of Willio.ai Intellectual Property; or (e) use the Service to develop competing products or services.

12.4 Marketing Rights. Willio.ai may identify Customer as a user of the Service in marketing materials and customer lists unless Customer requests otherwise in writing to info@willio.ai.

12.5 Third-Party IP. The Service may include third-party software, APIs, or services (including External AI Engines and open-source components) owned by third parties and subject to separate license terms. willio.ai makes no warranties regarding third-party intellectual property, and Customer must comply with all applicable third-party terms.

12.6 Infringement Claims. If Customer believes content on the Service infringes its intellectual property rights, Customer may notify willio.ai at info@willio.ai with details of the alleged infringement. willio.ai may remove allegedly infringing content and terminate repeat infringers.

13.1 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Willio.ai, its affiliates, officers, directors, employees, agents, contractors, and licensors (collectively, "Willio.ai Parties") from and against any and all third-party claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or related to: (a) Customer Content, including any infringement or violation of third-party intellectual property, privacy, or other rights; (b) Customer's use of the Service, integrations, External AI Engines, or Internal AI Processes; (c) outputs, results, or actions based on AI-generated content used, published, or distributed by Customer; (d) Customer's violation of these Terms or any applicable law, regulation, or third-party terms; (e) Customer's High-Risk Activities or prohibited uses under Section  4  (Restrictions); or (f) any claim that Customer's use of the Service has caused harm to any person or entity. Willio.ai reserves the right to assume exclusive defense and control of any matter subject to indemnification, and Customer shall cooperate fully with willio.ai's defense.

13.2 No Reciprocal Indemnification. Customer acknowledges that Willio.ai has no indemnification obligations to Customer under these Terms. Customer's sole remedies are as expressly set forth in these Terms.

14.1 General Disclaimer.
The Service, including any Beta, Pilot, or Free features, is provided “AS IS” and “AS AVAILABLE.”

14.2 No Warranty.
Willio.ai disclaims all warranties, whether express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, and non-infringement. Willio.ai does not guarantee that the Service or AI outputs will be accurate, error-free, uninterrupted, or secure.

15.1 DISCLAIMER OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WILLIO.AI OR ANY WILLIO.AI PARTIES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, DATA, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WILLIO.AI HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CLAIMS, INCLUDING BUT NOT LIMITED TO CLAIMS RELATED TO: (A) AI-GENERATED CONTENT, OUTPUTS, OR ERRORS; (B) SERVICE INTERRUPTIONS, BUGS, OR DATA LOSS; (C) SECURITY BREACHES OR UNAUTHORIZED ACCESS; (D) INTEGRATION FAILURES OR THIRD-PARTY SERVICE ISSUES; (E) BETA SERVICE LIMITATIONS OR DEFECTS; (F) CHANGES TO FEATURES, PRICING, OR TERMS; OR (G) TERMINATION OR SUSPENSION OF SERVICE.

15.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WILLIO.AI'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO WILLIO.AI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

15.3 ESSENTIAL PURPOSE AND ALLOCATION OF RISK. 

CUSTOMER ACKNOWLEDGES AND AGREES THAT: (A) THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 15 ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN CUSTOMER AND WILLIO.AI; (B) WILLIO.AI WOULD NOT PROVIDE THE SERVICE OR ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS; (C) THE PRICING AND FEES REFLECT THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY; (D) THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE; AND (E) THE SERVICE IS PROVIDED "AS-IS" AT A LOW COST SPECIFICALLY BECAUSE OF THESE LIMITATIONS.

15.4 BETA SERVICE LIABILITY EXCLUSION. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE SERVICE IS IN BETA AND ACCEPTS ALL RISKS ASSOCIATED WITH BETA SOFTWARE, INCLUDING INSTABILITY, ERRORS, DATA LOSS, SECURITY VULNERABILITIES, AND UNPREDICTABLE BEHAVIOR. WILLIO.AI SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ISSUES, DEFECTS, FAILURES, OR DAMAGES ARISING FROM THE BETA NATURE OF THE SERVICE.

15.5 EXCEPTIONS TO LIABILITY CAP. The limitations in Sections 15.1 and 15.2 shall not apply to: (a) Customer's indemnification obligations under Section 14; (b) Customer's payment obligations for fees owed to Willio.ai; (c) Customer's breach of Sections 4 (Restrictions), 12 (Intellectual Property)], or 11 (Confidentiality)]; or (d) liability that cannot be excluded or limited under applicable law (such as liability for death or personal injury caused by gross negligence or willful misconduct, to the extent such liability cannot be limited under Israeli or applicable law).

15.6 TIME LIMITATION ON CLAIMS. No action or claim arising out of or related to these Terms or the Service, regardless of form or the basis of the claim, may be brought by Customer more than one (1) year after the earlier of: (a) the date the cause of action accrued; or (b) the date Customer knew or reasonably should have known of the facts giving rise to the claim. Any claim not brought within this period is permanently barred.

15.7 Force Majeure. Willio.ai shall not be liable for any failure or delay in performance of its obligations under these Terms due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions or restrictions, epidemics or pandemics, Internet or telecommunications failures, cloud service provider outages, third-party service disruptions (including External AI Engine provider failures or limitations), power failures, denial-of-service attacks, or any other events beyond Willio.ai's reasonable control. In the event of force majeure, Willio.ai's performance shall be excused for the duration of such event, and Willio.ai may, at its option, suspend or terminate the Service without liability.

15.8 Third-Party Claims. Willio.ai shall have no liability for any claims, damages, or losses arising from or related to third-party services, including External AI Engines, integrations (Zapier, n8n, Make), payment processors, or any other third-party platforms or APIs accessed through or connected to the Service. Customer's use of third-party services is entirely at Customer's own risk.

15.9 Independent Allocations. Each provision of this Section 15 is a separate and independent limitation on liability. If any limitation or exclusion is held unenforceable or inapplicable, all other limitations and exclusions shall remain in full force and effect.

16.1 Governing Law. These Terms and any disputes arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

16.2 Mandatory Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, the Service, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes") shall be finally resolved by binding arbitration rather than in court, except as set forth in Section 16.6. The arbitration shall be conducted in Tel Aviv, Israel, in Hebrew or English as determined by the arbitrator, with Customer bearing all translation costs if Hebrew is selected, and administered in accordance with the Israeli Arbitration Law, 5728-1968. The arbitrator shall have exclusive authority to resolve all Disputes, including but not limited to disputes about the arbitrability of claims or the enforceability of this arbitration agreement.

16.3 Arbitration Procedures. The arbitration shall be conducted in Hebrew in Tel Aviv, Israel, by a single arbitrator mutually agreed upon by the parties within thirty (30) days of the initiation of arbitration. If the parties cannot agree on an arbitrator, the arbitrator shall be appointed in accordance with the Israeli Arbitration Law, 5728-1968. Customer shall bear all costs and expenses associated with translation services, including but not limited to translation of documents, evidence, submissions, and oral interpretation services required for Customer's participation in the arbitration proceedings. Each party shall bear its own attorneys' fees and other litigation costs, except that the arbitrator may award costs and fees to the prevailing party if permitted by applicable law. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.4 CLASS ACTION AND JURY TRIAL WAIVER. CUSTOMER AND WILLIO.AI EACH WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PURSUE DISPUTES ON A CLASS-WIDE, CONSOLIDATED, OR REPRESENTATIVE BASIS. CUSTOMER MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. ARBITRATION SHALL PROCEED ON AN INDIVIDUAL BASIS ONLY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

16.5 Small Claims and Injunctive Relief. Notwithstanding Section 16.2, either party may bring an individual action in small claims court if the claim qualifies and remains in small claims court. Additionally, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or to prevent irreparable harm, and such action shall not be deemed incompatible with or a waiver of the arbitration agreement.

16.6 Exclusive Jurisdiction for Non-Arbitrable Claims. For any claims or matters not subject to arbitration under this Section 16 or as permitted by Section 16.5, the parties consent to the exclusive jurisdiction and venue of the competent courts in Tel Aviv, Israel, and waive any objection to jurisdiction, venue, or inconvenient forum.

16.7 Informal Dispute Resolution Requirement. Before initiating arbitration or litigation, the party raising a Dispute must first provide written notice to the other party describing the Dispute and any proposed resolution. The parties shall then attempt in good faith to resolve the Dispute informally through negotiation for at least thirty (30) days. Notices to Willio.ai shall be sent to info@willio.ai. This informal resolution process is a mandatory prerequisite to filing for arbitration or litigation.

16.8 Limitation on Time to File Claims. Regardless of any statute or law to the contrary, any Dispute must be filed within one (1) year after the cause of action accrues or the date Customer knew or reasonably should have known of the facts giving rise to the Dispute, whichever is earlier. Any claim not filed within this period is permanently barred.

16.9 Severability. If any portion of this Section 16 is found to be unenforceable or unlawful for any reason: (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance shall not affect the enforceability of the remaining portions of this Section 16 or these Terms; and (c) any such unenforceable or unlawful provision shall be reformed to the maximum extent possible to effect the parties' intent. If the class action waiver in Section 16.4 is found to be unenforceable, the entirety of this arbitration provision (Sections 16.2 through 16.4) shall be void, and any Dispute shall proceed in court as set forth in Section 16.6.

16.10 Survival. The provisions of this Section 16 shall survive termination or expiration of these Terms and continue in full force and effect.

Willio.ai may identify Customer as a user of the Service and display Customer's name, logo, and trademarks in customer lists, case studies, marketing materials, presentations, and promotional communications, including on willio.ai's website and in sales materials. Customer grants willio.ai a non-exclusive, royalty-free, worldwide license to use Customer's name, logo, and trademarks solely for such purposes. Customer may revoke this permission at any time by providing written notice to info@willio.ai, after which willio.ai will use commercially reasonable efforts to remove Customer's name and logo from future materials within thirty (30) days, but shall have no obligation to recall or modify previously distributed materials.

Customer acknowledges that the Service and related technology may be subject to export control laws and regulations of Israel, the United States, and other jurisdictions, including the Israeli Defense Export Control Law, the U.S. Export Administration Regulations (EAR), and economic sanctions programs. Customer represents, warrants, and covenants that: (a) Customer is not located in, under the control of, or a national or resident of any country subject to comprehensive trade embargo or sanctions; (b) Customer is not identified on any government restricted party list, including the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List; (c) Customer will not access or use the Service in violation of any export control or sanctions laws; and (d) Customer will not use the Service for any prohibited end use, including development of weapons of mass destruction, military applications, or any other prohibited purpose. Customer shall indemnify Willio.ai for any violations of this Section 18.

All notices, requests, consents, and other communications required or permitted under these Terms shall be in writing and shall be deemed delivered: (a) upon personal delivery; (b) one (1) business day after deposit with a recognized overnight courier service; (c) three (3) business days after mailing by registered or certified mail, postage prepaid; or (d) upon email transmission with confirmation of receipt. Notices to willio.ai shall be sent to: Willio.ai Ltd.,56/3 Bnei Dan St., Tel Aviv, Israel, Attn: Legal Department, Email: info@willio.ai. Notices to Customer shall be sent to the email address or physical address associated with Customer's account. Customer is responsible for maintaining current contact information in its account settings.

20.1 Assignment and Transfer. Customer may not assign, transfer, delegate, or otherwise dispose of these Terms or any rights or obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without willio.ai's prior written consent. Any attempted assignment in violation of this Section shall be void. willio.ai may freely assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

20.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent, or if such modification is not possible, the provision shall be severed and deleted from these Terms. The remaining provisions shall continue in full force and effect and shall not be affected by the invalid, illegal, or unenforceable provision or its severance.

20.3 No Waiver. No failure or delay by willio.ai in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise or the exercise of any other right, power, or privilege. Any waiver must be in writing and signed by an authorized representative of willio.ai to be effective. Waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

20.4 Entire Agreement and Amendments. These Terms, together with the Privacy Policy, any executed Data Processing Addendum, and any Order Form, constitute the entire agreement between Customer and willio.ai regarding the Service and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral. These Terms may not be amended or modified except as expressly provided in Section 4.5 (Modification of Terms) or by a written agreement signed by authorized representatives of both parties. No terms or conditions stated in Customer's purchase order, vendor onboarding forms, or other business documents shall have any effect or modify these Terms.

20.5 Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, agency, or franchising relationship between the parties. Neither party has authority to bind the other or incur obligations on the other's behalf without prior written consent.

20.6 Third-Party Beneficiaries. These Terms are solely for the benefit of the parties and their successors and permitted assigns. Except as expressly provided herein (such as for willio.ai Parties under Section 14), these Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties.

20.7 Interpretation. Headings and section titles are for convenience only and shall not affect the interpretation of these Terms. The words "include," "includes," and "including" shall be deemed to be followed by "without limitation." References to "Section" refer to sections of these Terms unless otherwise specified. The terms "herein," "hereof," "hereunder," and similar terms refer to these Terms as a whole and not to any particular section. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting these Terms.

20.8 Language and Translation. These Terms are executed in English. If these Terms are translated into any other language, the English version shall control and prevail in the event of any conflict or inconsistency between the English version and any translation.

20.9 Force Majeure. Neither party shall be liable for any failure or delay in performance of its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, earthquake, explosion, war, invasion, hostilities, terrorist acts, riot, civil unrest, strikes or labor disputes, government actions or orders, epidemics or pandemics, power failures, Internet or telecommunications outages, failures of third-party hosting providers or External AI Engine providers, denial-of-service attacks, or any other event beyond the reasonable control of the affected party ("Force Majeure Event"). The affected party shall promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate these Terms upon written notice without liability, except for obligations accrued prior to termination.

20.10 Counterparts and Electronic Signatures. These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and electronically delivered documents shall have the same legal effect and validity as original signatures and manually delivered documents.

20.11 Survival. The following sections shall survive termination or expiration of these Terms: Sections 3 (Fees and Payment - for amounts owed), 7 (Intellectual Property), 10.7 (Data Retention), 11 (Confidentiality), 12 (Intellectual Property Rights), 14 (Indemnification), 15 (Warranty Disclaimers), 15 (Limitation of Liability), 16 (Governing Law and Dispute Resolution), and 20 (General Provisions), along with any other provisions that by their nature are intended to survive.

BY USING THE SERVICE, YOU ACKNOWLEDGE AND CONFIRM THAT:

1. You have read and understood these Terms in their entirety, including all limitations of liability, warranty disclaimers, and dispute resolution provisions.

2. You acknowledge the Beta nature of the Service and accept all associated risks, including potential data loss, service failures, security vulnerabilities, and unpredictable AI behavior.

3. You understand that AI outputs are experimental and may be inaccurate, incomplete, biased, or harmful, and that willio.ai has no liability for any decisions made or actions taken based on AI-generated content.

4. You agree that Willio.ai's maximum liability is limited to the lesser of fees paid in the prior three (12) months, and that Willio.ai is not liable for any indirect, consequential, or special damages.

5. You agree to binding arbitration in Tel Aviv, Israel, conducted in Hebrew, with you bearing all translation costs, and you waive any right to jury trial or class action participation.

6. You understand that all fees are non-refundable and that your sole remedy for dissatisfaction is to discontinue use of the Service.

7. You represent that you have authority to bind your organization (if applicable) to these Terms and that you are not using the Service for any High-Risk Activities or prohibited purposes.

8. You consent to Willio.ai's use of your data for training AI models, improving the Service, and creating aggregated analytics as described in Sections 7.5 and 7.6.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICE.

For questions about these Terms, contact: info@willio.ai