Service Terms and Conditions

Important Notice

These Service Terms and Conditions ("Terms") govern the provision of Deliverz Services by Deliverz.ai Ltd. and its affiliates. Acceptance of any quotation, Order form, purchase order, delivery, installation, activation, or use of any Deliverz Service constitutes irrevocable acceptance of these Terms.

These Service Terms and Conditions ("Terms") govern the provision of Deliverz Services (defined below) by Deliverz.ai Ltd. and its affiliates (collectively, "Deliverz" or "Seller") to the purchasing entity ("Customer") (together, the "Parties"). Acceptance of any quotation, Order form, purchase order, delivery, installation, activation, or use of any Deliverz Service constitutes irrevocable acceptance of these Terms. Deliverz rejects any additional or conflicting terms proposed by Customer unless expressly agreed in writing by an authorized officer of Deliverz in the Order Confirmation.

IF CUSTOMER DOES NOT AGREE WITH THESE TERMS, CUSTOMER MUST ABANDON THE SIGNUP PROCESS AND MAY NOT USE THE DELIVERZ SERVICES.

1. Definitions

The following terms have the meanings set out below:

2. Ordering and Delivery

2.1. Orders.Customer shall order Deliverz Services by executing Order forms, subject to these Terms. The quantity and description of ordered Deliverz Services will be as set out in the Order Confirmation. Deliverz may modify or reject Orders in its discretion based on availability, operational constraints, or credit considerations. Orders may not be cancelled or rescheduled by Customer without Deliverz's prior written consent.

2.2. Delivery. Delivery dates are estimates only. Deliverz shall not be liable for delays beyond its reasonable control and Customer shall not be entitled to cancel the Order if any delay in delivery occurs. Customer is solely responsible for any permits, approvals, authorizations, variances, and similar rights required to be obtained from governmental authorities or other third parties in connection with the deployment of the Robots at the Site.

2.3. Failure to Accept. If Customer fails to take scheduled delivery or fails to provide instructions or documents required to enable timely delivery (except on account of Deliverz's default), the Robot will be deemed delivered on the due date and Deliverz may store the Robot and charge Customer for all related costs (including monthly fees, storage, and insurance).

3. Customer Obligations, Restrictions, Software

3.1. Customer may access and use the Deliverz Services in accordance with these Terms and all applicable laws, rules, and regulations.

3.2. In order to access the Deliverz Services, Customer must open an account associated with a valid email address and a valid form of payment ("Account"). Deliverz log-in credentials and private keys are for Customer's internal use only. Customer must maintain their security and will not share, sell, transfer, or sublicense them to any other entity or person, except to its Authorized Users. Except to the extent caused by Deliverz's breach: (i) Customer is responsible for all activities under its Account; (ii) Deliverz is not responsible for unauthorized access to Customer's Account; (iii) Customer must ensure Authorized Users comply with Customer's obligations; and (iv) Customer will immediately suspend any Authorized User found to be in violation.

3.3.The Customer is solely responsible for proper care, use and condition of the Robot during the Subscription Period. Customer agrees to: (1) pay fees timely and in full; (2) use reasonable security precautions; (3) cooperate with Deliverz's investigation of outages, problems, and suspected breaches; (4) keep Account information current; (5) immediately notify Deliverz of any unauthorized use or security breach; (6) not use the Services for High Risk Activities; (7) not circumvent fees or usage limits; (8) operate the Robot only in accordance with instructions provided with the Robot and by Deliverz; (9) not modify, decompile, reverse engineer, disassemble, remove, alter, circumvent, or otherwise tamper with the Deliverz Services or any security technology, software, or rights management information contained within or accessible by or through the Deliverz Services or in any software used to enable the Deliverz Services (including embedded software); (10) modify or remove any copyright, trademark or other proprietary rights notice on any software or other materials contained within or comprising the Deliverz Services (or any Robot); (11) not access or use the Deliverz Services for purposes of competitive analysis, the development, provision, or use of a competing software service or product or any other purpose that is to Deliverz' detriment or commercial disadvantage; (12) not use or grant access to the Deliverz Services as a service bureau or otherwise for the benefit of a third party; (13) not rent, lease, loan or otherwise in any manner provide or distribute the Deliverz Services or any copy thereof to any third party; (14) not misappropriate any data or information from the Deliverz Services; (15) not access or use the Deliverz Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable laws.

3.4.Customer acknowledges that misuse or mishandling of any part of the Deliverz Services may result in physical harm and property damage. Customer accepts and assumes responsibility and related costs and expenses for appropriate handling, storage, testing and evaluation of the Robots, including the adherence to all applicable laws and regulations and industry standards and practice. Additionally, if Customer registers to be a beta tester of the Deliverz Services, the use of the Deliverz Services is at Customer's sole liability and the Warranty terms shall not apply to such use.

3.5. Software.During the Subscription Period and conditioned upon Customer's payment of all Fees and compliance with all other terms and conditions of this Agreement, Deliverz hereby grants to Customer a limited, non-exclusive, non-transferable license, without the right to sublicense, to access and use the Deliverz Software (in object code only) and Deliverz Services solely for Customer's internal use by Authorized Users. Customer is solely responsible for the acts and omissions of any and all persons accessing and using the Deliverz Services using any of its Authorized Users' user names and passwords. Customer shall ensure that all Authorized Users have received all training deemed necessary by Deliverz regarding use of the Deliverz Services. Customer shall, and shall cause its Authorized Users to, use all reasonable means to secure user names and passwords, and shall promptly notify Deliverz if it suspects that any user name or password has been compromised. Each Customer Account may only be accessed and used by the specific named Authorized User for whom such Account is created.

The Software provided by Deliverz to the Customer may include third party software or open source software which are subject to the terms of the applicable third party or open source licenses ("Third Party Software"). THERE ARE NO WARRANTIES PROVIDED WITH RESPECT TO ANY THIRD PARTY SOFTWARE AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS HEREIN AND THE APPLICABLE THIRD PARTY SOFTWARE, THE TERMS OF THE APPLICABLE THIRD PARTY SOFTWARE LICENSE SHALL PREVAIL. Customer may receive a copy of the Third Party Software license or the open-source code to the extent Deliverz is required to make them available under such licenses, by sending a written request to Deliverz. All requests must clearly specify "Open Source Files Request".

4. Provisions Related to Deliverz Robots

4.1. Ownership and Title. The Robot(s) shall at all times remain the exclusive property of Deliverz. Customer acquires no ownership interest, title, security interest, lien, or right of possession in or to the Robot(s) beyond the limited right to use the Robot(s) during the Subscription Period strictly in accordance with these Terms. Customer shall not, directly or indirectly: (i) represent to any third party that it owns the Robot(s); (ii) grant any lien, mortgage, charge, or other encumbrance over the Robot(s); (iii) allow the Robot(s) to become subject to any execution, sequestration, or other legal process; or (iv) part with possession of the Robot(s) except as expressly permitted under these Terms. Deliverz may affix or require Customer to affix identifying labels, plates, or stickers to the Robot(s) indicating Deliverz's ownership. Customer shall not remove or obscure any such markings.

4.2. Access Obligations. Customer shall provide Deliverz with physical and remote access to the Customer Site and to the Robot(s) at all times during the Subscription Period, for the purposes of performing scheduled or unscheduled maintenance, inspection, repair, or replacement. For scheduled maintenance visits, Deliverz shall provide at least 48 hours' prior notice. For emergency maintenance, Deliverz shall provide notice as soon as reasonably practicable. Customer shall not unreasonably withhold or delay access.

4.3. Damage and Risk of Loss. Customer shall bear the entire risk of loss and damage to any and all Robots from any cause whatsoever, whether or not insured, during the Subscription Period until the Robots are returned to Deliverz in accordance with Section 4.5 below. No loss or damage shall relieve Customer of the obligation to pay Fees or of any other obligation under this Agreement. Customer shall provide Deliverz with immediate notice if any unit is damaged or lost. In the event of the total loss, theft or destruction of a Robot, which is not covered under the Warranty detailed under Section 10 below, Customer shall pay to Deliverz (a) the value of the remaining Subscription Period applicable to such Robot, and (b) an additional amount equal to six (6) months of subscription fees. Customer shall maintain appropriate insurance for its premises, personnel, and operations throughout the Subscription Period.

4.4.Customer shall throughout the Subscription Period: (i) keep the Robot(s) at the Customer Site specified in the Order and authorized in the Order Confirmation and not relocate the Robot(s) to any other site without Deliverz's prior written consent; (ii) operate the Robot(s) only for the Intended Use, within the technical and environmental parameters specified in the documentation (including temperature, humidity, floor surface type, gradient limits, and load capacity); (iii) ensure that only trained and authorized personnel operate the Robot(s), and that such personnel have completed any training program required or recommended by Deliverz; (iv) keep the Customer Site clean, clear of obstacles, adequately lit, and free from conditions that could damage or impair the Robot(s); (v) maintain any docking stations, charging infrastructure, and network connectivity required for Robot operation as specified in the Order or documentation ("Site Requirements"); (vi) not modify, alter, tamper with, open, or attempt to repair the Robot(s) without Deliverz's prior written consent; (vii) not attach any unapproved equipment, payload, or accessories to the Robot(s); and (viii) promptly report to Deliverz any malfunction, collision, physical damage, or unusual behaviour of the Robot(s). Customer understands that sufficient cellular coverage in all Robot operational intended areas is required for the operation of the Deliverz Services.

4.5. Return of Robots. Upon expiry or termination of the Subscription Period for any reason, Customer shall return the Robot(s) to Deliverz strictly in accordance with this Section 4.5 and the return authorization issued by Deliverz. Deliverz shall bill Customer the monthly fees until Customer returns the Robot(s). Customer shall return each Robot in the same condition and appearance as when received by Customer (reasonable wear and tear excepted), with all original accessories, cables, docking station components, and documentation provided by Deliverz at the time of delivery. Customer shall ensure all Customer data, personal data, and Authorized User data is securely wiped from the Robot's on-board storage and shall package the Robot in accordance with the packaging specifications in the Return Authorization, using Deliverz's approved packaging materials or equivalent protective packaging. Customer shall bear all costs of packaging, shipping, insurance, customs duties, and logistics for the return of the Robot(s) to Deliverz. Customer shall use only carriers approved by Deliverz.

5. Payment, Fees and Billing

5.1. Fees. Deliverz will charge Customer the fees described in the applicable Order Confirmation. Unless otherwise stated, Deliverz calculates and bills fees monthly. Fees may be structured as: (i) a fixed monthly fee for use of the Robot during the Subscription Period; and (ii) a service fee calculated based on Authorized Users or deliveries completed. All Fees are non-refundable unless otherwise expressly set forth in this Agreement.

5.2. Payment Terms. Unless otherwise set forth in the Order invoices are payable upon receipt. At the earlier of: (i) sixty (60) days after the delivery date of the Robot, (ii) the activation of the Robot at the Site, Customer shall pay the amounts due and owing to Deliverz on a monthly basis during the Subscription Period. Payment obligations are not conditioned on completion of any inspection, testing, or acceptance process and are due in accordance with the applicable invoice payment terms. Overdue amounts may accrue interest at 1.5% per month or the maximum permitted by law. All payments must be made in full without deductions or withholdings.

5.3. Suspension for Non-Payment. If any sum is not paid when due, Deliverz may — without prejudice to its other rights — suspend access to or delivery of the Deliverz Services until the outstanding amount is paid.

5.4. Taxes.Prices exclude taxes, duties, shipping, customs, insurance, and similar charges. Customer shall pay all present or future VAT, customs, import, withholding, or similar taxes (excluding taxes on Deliverz's income) and shall indemnify Deliverz for any failure to pay such taxes. If Deliverz has the legal obligation to pay or collect taxes for which Customer is responsible under this Section 5.4, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Deliverz with a valid tax exemption certificate authorized by the appropriate taxing authority.

6. Customer Data

6.1.Customer agrees that by using the Deliverz Services, Customer agrees to Deliverz' collection of Customer Data including through the Deliverz Services and use, transfer, processing and disclosure of Customer Data for its own business purposes, in accordance with its Privacy Policy. Customer understands that Deliverz cannot guarantee that unauthorized third parties will never be able to defeat its security measures or use Customer Data for improper purposes. Deliverz shall maintain and enforce reasonable and appropriate physical, technical, policy and administrative safeguards, precautions and measures where Customer Data is, or can be, accessed, stored or transmitted, to protect the Customer Data from loss, misuse, alteration, corruption, unauthorized access, or unauthorized acquisition whether at rest or in-transit. Such safeguards, precautions and measures shall include a comprehensive information security program that provides for all appropriate physical, technical, policy and administrative measures and security procedures that are designed (i) to safeguard and ensure the security of the Customer Data; and (ii) to protect the Customer Data from destruction, loss and unauthorized access, disclosure, use or alteration (whether or not encrypted). Deliverz Privacy Policy is located at www.deliverz.ai/privacy as may be amended from time to time.

6.2. Usage Data. Notwithstanding anything to the contrary in this Agreement, Deliverz may: (i) monitor Customer's use of the Deliverz Services and collect and compile Usage Data; and (ii) process Customer Data through the Deliverz Services and create Usage Data. Customer agrees that Deliverz may disclose and otherwise use Usage Data as permitted under applicable laws in aggregated and anonymized form, for any internal business purpose, including to operate, analyze, improve, and market the Deliverz Services and Deliverz' other products and services, as well as to disclose to its third party contractors and service providers for use on behalf of Deliverz in connection with its products and services.

6.3.As between Deliverz and Customer: (i) Customer owns all right, title and interest in and to any and all data, other than Usage Data, that Customer and Authorized Users provide, post, upload, publish, transmit or distribute on or through the Deliverz Services ("Customer Data"); and (ii) Deliverz owns all right, title and interest in and to the Deliverz Services and Usage Data, including all intellectual property and other proprietary rights therein and thereto.

7. Term and Termination

7.1. Customer has the right to use the Deliverz Services during the Subscription Period until termination in accordance with this Section 7.

7.2. Termination for Convenience. Either party may terminate the Deliverz Services for convenience upon thirty (30) days' advance written notice, unless a Subscription Period is specified in the Order Confirmation, in which case the Termination Date shall be at the lapse of such Subscription Period. Customer shall remain responsible for all fees and charges incurred through the Termination Date, including fees due until the end of the Subscription Period and the return of the Robot.

7.3. Termination for Cause. (a) Either party may terminate for cause upon thirty (30) days' written notice if the other party is in material breach that remains uncured. (b) Deliverz may immediately terminate the term on written notice to Customer if: (i) Customer no longer meets Deliverz's credit criteria or fails to pay the monthly fees; (ii) termination is required by applicable law; or (iii) a key third-party technology relationship expires.

7.4. Effect of Termination. Upon termination: (i) all Customer rights immediately terminate; (ii) Customer remains responsible for all fees through the Termination Date; and (iii) Customer must return the Robot(s) to Deliverz at its own cost within 10 business days and cease the use of the Deliverz Services. Within thirty (30) days of any termination, Deliverz will make Customer Data from the Deliverz cloud platform available to Customer upon reasonable request.

8. Intellectual Property and License

8.1. All right, title, and interest in and to the Robots, Deliverz Services, Deliverz Software, Usage Data, Deliverz Confidential Information, documentation, system architecture, algorithms, workflows, interfaces, and derivative works including all intellectual property, patents, trademarks and other proprietary rights therein and thereto ("Deliverz IP") remain the exclusive property of Deliverz or its licensors. For Robots that are manufactured by third parties, all manufacturer intellectual property remains with the respective manufacturer.

8.2.Subject to these Terms and payment of applicable fees, Deliverz grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to use Deliverz Software solely for Customer's internal business operations and to operate the Robots solely for the Intended Use. No other rights are granted by implication or otherwise.

9. Confidential Information

9.1.Each Party (as "Receiving Party"), agrees to retain in confidence the Confidential Information disclosed to it by the other Party (as "Disclosing Party"), pursuant to this Agreement.

9.2. The Receiving Party shall use Confidential Information solely to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and advisors with a legitimate need to know. Prior to any compelled disclosure, the Receiving Party shall provide prompt written notice and cooperate to seek a protective order.

9.3. Confidentiality obligations survive termination for five (5) years, and trade secrets for so long as they remain trade secrets.

9.4.Customer may choose to or Deliverz may invite Customer to submit comments or ideas about Deliverz' products and services ("Feedback"). By submitting any Feedback, Customer agrees that its disclosure is gratuitous, unsolicited and without restriction and will not place Deliverz under any fiduciary or other obligation, and that Deliverz is free to use the Feedback without any additional compensation to Customer or anyone else, or to disclose the Feedback on a non-confidential basis or otherwise to anyone. Customer further acknowledges that, by acceptance of Customer's submission, Deliverz does not waive any rights to use similar or related ideas previously known to Deliverz developed by its employees, or obtained from sources other than Customer.

10. Limited Warranty

10.1. Deliverz warrants that throughout the Subscription Period each Robot (excluding any Deliverz Software) shall be free from defects in materials and workmanship under normal use and shall perform materially in accordance with the applicable specifications set out in the Order Confirmation.

10.2.Customer shall notify Deliverz, in writing, of any alleged claim or defect within five (5) days from the date Customer discovers, or upon reasonable inspection should have discovered, such alleged claim or defect. Customer shall ship, at Deliverz' expense and risk of loss, such allegedly defective units to Deliverz' designated facility. If Deliverz' inspection and testing reveals, to Deliverz' reasonable satisfaction, that such Robot is defective and that the defect has not been caused or contributed to by any of the factors described under Section 10.5 below, Deliverz shall, at its expense, repair, refurbish or replace such defective Robot with used, new, refurbished or reconditioned parts; and/or parts of equivalent or improved functionality, and ship to Customer, at Deliverz' expense and risk of loss, the repaired or refurbished or replaced Robot.

10.3. Without derogating from the above, Customer acknowledges that the Robot is provided on a fleet-based, service-oriented basis and is not dependent on the continuous operation of any specific robotic unit. In the event that a Robot unit becomes unavailable, defective, or unsuitable for continued operation, Deliverz may, at its discretion: replace such unit with an equivalent or functionally comparable unit (including used or refurbished) and/or reassign tasks across other available Robots within the fleet, in order to maintain continuity of service.

10.4. Customer has no right to return for repair, replacement, credit, or refund any Robot except as expressly set forth in this Agreement. In no event shall Customer reconstruct, repair, alter, or replace any Robot, in whole or in part, either itself or by or through any third party.

10.5.This warranty is Customer's exclusive remedy for defects in the Robot(s) and the Deliverz Services during the Subscription Period, and replaces any implied warranty of merchantability or fitness for a particular purpose to the maximum extent permitted by applicable law.

10.6. Warranty Exclusions. Deliverz's warranty obligations do not apply to any defects or parts requiring replacement due to ordinary wear and tear, corrosion, rust or stains, or cosmetic damage, including scratches or dents, on or to any damage caused by any of the following: (a) Operation of the Robot outside environment parameters or use cases in the Documentation; (b) unauthorized modifications, repairs, or tampering by Customer or unapproved third parties; (c) Customer's failure to maintain Site Requirements; (d) Damage caused by Customer's personnel, Authorized Users, or third parties at the Customer Site; (e) failure to provide Deliverz with access for scheduled maintenance; or (f) abuse, misuse, neglect, negligence, accident, improper testing, improper deployment, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Deliverz or any external events including power surges, flooding, or third-party interference. In such cases, Deliverz may undertake remedial work at Customer's expense at Deliverz's then-current time-and-materials rates.

For the avoidance of doubt, recovery and reinstallation of Deliverz Software and user data are not covered under this Warranty. It is possible that any data, software, or other materials stored on the Robot (such as Site layout) may be lost or reformatted during the performance of any warranty service, and Deliverz will not be responsible for any such damage or loss.

11. Disclaimer

EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT: (A) NEITHER DELIVERZ NOR ANY PERSON ON DELIVERZ' BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE; (B) ALL PARTS OF THE DELIVERZ SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND DELIVERZ AND ITS LICENSORS MAKE NO OTHER WARRANTY AS TO ANY PART OF THE DELIVERZ SERVICES; AND (C) CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY DELIVERZ, OR ANY OTHER PERSON ON DELIVERZ' BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 10 OF THIS AGREEMENT. DELIVERZ MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE DELIVERZ SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE DELIVERZ SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) ANY RESULTS THAT MAY BE OBTAINED FROM USE OF THE DELIVERZ SERVICES WILL BE ACCURATE OR RELIABLE.

12. Limitation of Liability

12.1. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY SHALL BE LIABLE FOR PUNITIVE DAMAGES.

12.2.DELIVERZ SHALL NOT BE LIABLE FOR ANY FAILURE TO PROVIDE THE DELIVERZ SERVICES UNLESS SUCH FAILURE RESULTS FROM DELIVERZ'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT. NOTWITHSTANDING THE ABOVE, DELIVERZ'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO DELIVERZ IN THE SIX (6) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

13. Indemnification

13.1. Deliverz Indemnity. Deliverz shall defend, indemnify, and hold harmless Customer against all losses arising out or resulting from any third-party claim that the Deliverz Services infringes any patent, copyright or trademark or misappropriate any trade secret of such third party, and will pay such damages or costs as are finally awarded against Customer by a court (or mediator or arbitrator, if applicable) of competent jurisdiction or are agreed to in a settlement.

13.2.Should any part of the Deliverz Services become, or in the opinion of Deliverz be likely to become, the subject of such an infringement claim indemnifiable under Section 13.1, Deliverz may, at its option with respect to such allegedly infringing Deliverz Services: (a) procure for Customer the right to use it at no cost to Customer; (b) replace or modify it, in whole or in part, to make it non-infringing; or (c) if neither (a) nor (b) are, in Deliverz' sole discretion, commercially practicable, accept return of such infringing Deliverz Services, or remove it from the Deliverz Services, and refund any Fees paid in advance for such unused allegedly Deliverz Services.

13.3. Exclusions. Notwithstanding anything to the contrary, Deliverz assumes no liability hereunder for: (a) any method or process in which the Deliverz Services may be used; (b) any compliance with Customer's specifications; (c) Customer's failure to install updates to the Deliverz Services provided pursuant to this Agreement or otherwise made generally available by Deliverz to its customers; (d) any modifications or changes made by or on behalf of any person other than Deliverz or its representatives, or (e) the combination, operation or use of the Deliverz Services with any products, materials or equipment supplied to Customer by a person other than Deliverz or its authorized representatives.

13.4. Customer Indemnification. Customer will defend and indemnify Deliverz against all third-party claims, damages, and costs arising from: (i) violation of applicable law by Customer; (ii) Customer's misuse of the Deliverz Services; (iii) acts or omissions of Customer or Authorized Users; (iv) damage to or loss of the Robot(s); or (v) any breach of these Terms by Customer or Authorized Users, and will pay such damages or costs as are finally awarded against Deliverz by a court (or mediator or arbitrator, if applicable) of competent jurisdiction or are agreed to in a settlement.

13.5. Indemnity Procedures. The Indemnified Party must provide the Indemnifying Party: (a) prompt written notice of the claim for which indemnification is sought (provided that a failure to provide such notice will not relieve the Indemnifying Party of its obligations hereunder except to the extent material prejudice results from such failure); (b) sole control over the defense and settlement of the claim (provided that the Indemnifying Party may not enter into any settlement or dispose of any claim in a manner that requires the Indemnified Party to admit any liability or that places any material obligation on the Indemnified Party without the Indemnified Party's prior written consent, not to be unreasonably withheld, conditioned, or delayed); and (c) all reasonable cooperation, at the Indemnifying Party's request and expense, in the defense and settlement of the claim.

14. Service Modifications

Deliverz may modify or change Deliverz Services. Where practicable, Deliverz will provide at least 30 days' advance written notice of material changes. In the event of any modification, Deliverz and Customer shall cooperate in good faith to maintain Customer's existing operations, including by providing services or solutions with substantially similar features or functionality, to the extent reasonably necessary.

15. General Provisions

15.1. Force Majeure. Except for payment obligations, neither Party shall be liable for delays or failures to perform its obligations caused by events beyond its reasonable control, including fire, earthquake, storm (including hurricanes, tropical storms, and other severe weather events), pandemic, flood, labor disputes, power failures, acts of war or terror, or governmental actions, and if such Party shall have used its commercially reasonable efforts to mitigate its effects, such Party shall give prompt written notice to the other Party, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences.

15.2. Assignment. Customer may not assign its rights without Deliverz's prior written consent. Deliverz may assign its rights without consent to an affiliate or as part of a corporate reorganization or sale. Any unauthorized assignment by Customer is void.

15.3. No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

15.4. No Waivers. Failure by Deliverz to enforce any provision shall not constitute a waiver. All waivers by Deliverz must be in writing.

15.5. Trade Compliance. Customer shall comply with all applicable export control, sanctions, and trade laws. Customer understands that the Deliverz Services is or may be subject to export control laws and regulations. Customer may not download or otherwise export or re-export the Deliverz Software or any technical or other data provided in connection therewith or any underlying information or technology except in full compliance with applicable laws, in particular, United States and Israeli export control laws. The Deliverz Services or any underlying information or technology may be exported or re-exported: (a) into (or to a national or resident of) any country to which Israel or the US has embargoed goods; or (b) to anyone on Israel or the US treasury department's list of specially designated nationals or Israel or the US commerce department's list of prohibited countries or debarred or denied persons or entities. Customer hereby agrees to the foregoing and represents and warrants that customer is not located in, under control of, or a national or resident of any such country or on any such lists.

15.6. Independent Contractor. The parties are independent contractors. Neither party has authority to bind the other.

15.7. Notices. Notices may be delivered by email, courier, or registered mail to the address on the Order signature page. Notice is deemed given: by email on the next business day; by courier, upon delivery; by mail, five (5) business days after posting. All communications shall be in English.

15.8. Governing Law and Jurisdiction. These Terms are governed by the laws of the State of Israel, without reference to its principles of conflicts of laws, and without regard to the United Nations Convention on the Sale of Goods. Exclusive jurisdiction lies with the courts of Tel Aviv, Israel.

15.9. Severability. If any provision is held invalid or unenforceable, it shall be reformed only to the extent necessary, and the remaining provisions shall remain in full force.

15.10. Entire Agreement. These Terms, together with the applicable Order Confirmation and Privacy Policy, constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior agreements and understandings. Deliverz may, in its sole discretion, modify or update this Agreement from time to time, and Customer should review the page where these Terms are located periodically. When Deliverz changes the Agreement in a material manner, Deliverz will notify Customer that material changes have been made to the Agreement. Customer's continued use of the Deliverz Services after any such change constitutes Customer's acceptance of the new terms and conditions.