Service Agreement

Last Updated: March 31, 2026

1. Services

Restomate Ltd. ("the Company") will provide you ("the Customer") with the services described in the Customer's work plan, which include a license to the system as defined in Section 2.1 (the "Services").

2. License

2.1 Subject to the terms of this Agreement and payment of the full consideration to the Company, the Company will grant the Customer a license for the term of this Agreement, revocable (at the Company's sole discretion), non-exclusive, non-transferable, without the right to sublicense, to use its system under the name Restomate that interfaces with existing databases and provides alerts and recommendations based on insights derived, among other things, from data analysis (the "System").

2.2 The Customer hereby grants the Company a transferable license, with the right to sublicense, to use Customer Content for the purpose of providing the Services. "Customer Content" means any information existing in all Customer systems, including but not limited to information about shifts, revenues, Customer employees, dish sales, and menu.

2.3 In order to provide certain services as part of the Services, the System must interface with third-party systems and/or browsers. The Customer shall ensure that the Company is granted all permissions, approvals, consents, and information required for this purpose and that the Customer has the right to grant such rights. Some of the content and materials available in the Service may be provided by third parties. The Company does not edit and/or review and/or filter and/or examine them but merely serves as a platform for their display and consolidation in one place, and the Company does not control the availability and content of such services and resources. The Company is not and shall not be responsible for any damage or loss caused for any reason related to services, information and/or any content provided by third parties, including but not limited to their unavailability and/or as a result of delays, defects and/or omissions that may be in them. The Company makes no representations and/or gives no guarantees and/or recommendations and shall have no liability for this. The Customer must read carefully and comply with the terms of use and privacy policy of such third parties, and the Customer shall not take any action or omission, whether directly or indirectly, that would lead the Company to perform any prohibited action and/or that violates any terms of use and/or privacy policy of such third parties.

3. Usage Restrictions

The Customer undertakes not to (and will not allow any third party to): (a) Use the Services and/or access the Company's servers in an unauthorized manner and/or use the Services using unauthorized methods and/or means and/or any other automated means; (b) Sell, license (or sublicense), lease, assign, transfer, pledge, and/or share with a third party any part of its rights under this Agreement; (b) Transfer, distribute, provide, copy, make available to the public, and/or broadcast the Services and/or any part thereof; (c) Link to the Services using framing; (d) Use the Services and/or distribute any part thereof in jurisdictions where such action and/or any part of the Services constitutes a violation of the law, or where such action would subject the Company and/or any parties related to it to registration requirements in such jurisdiction or country; (e) Make, encourage, promote, instruct, and/or assist another to make any use of the Services that is unlawful, offensive, and/or harmful, including harassment, invasion of privacy, threats, or promotion of any product, service, or information that is illegal or of questionable nature; (f) Modify, translate, reverse engineer (unless applicable law explicitly prohibits such restriction), make any attempt to discover the source code of any part of the Services and/or any software related thereto and/or create derivative works thereof; (g) Make any use of the Services in a manner that may disclose and/or distribute the source code of the Services and/or any part thereof and/or that may subject the Company to an obligation to disclose and/or distribute the source code of the Services and/or any part thereof and/or use that may grant a third party the right to modify or create derivative works from the Service and/or source code; (h) Impersonate another; (i) Enter credit card details into the Services; (j) Use the Services in order to, directly or indirectly, create and promote a product/service that competes with the Services and/or assist another to do so; (k) Make any use of the Services that violates the provisions of law or any law, including the provisions of the Privacy Protection Law, 1981; or (j) Make any use of the Services beyond the restrictions specified, among other things, in the Customer's work plan, including but not limited to restrictions on the quantity of questions.

4. Consideration

The Customer shall pay the Company, for the Services, the payments specified in the Customer's service plan. The Company may change the price list at any time upon thirty (30) days' prior notice. The Customer shall pay these payments in advance for each month, at the beginning of the month. Prices in the Customer's service plan do not include taxes which will be borne by the Customer.

5. Customer Representations

The Customer hereby represents and undertakes to the Company as follows: (a) Customer's products and services, Customer Content, and use of the Services comply with all applicable laws and do not and will not infringe any rights of any third party, including intellectual property rights, confidentiality obligations, and the right to privacy, and do not and will not include illegal, dangerous, violent, inappropriate, sexual, inciting content, or content that constitutes defamation or libel; and (b) The Customer has all licenses, permits, consents, and approvals required by law for entering into this Agreement and using the Services (including uploading Customer Content to the Services and processing Customer Content by the Company) and provision of the Service by the Customer, including but not limited to in connection with the integrations as stated above and/or the Company's actions at third parties on behalf of the Customer. The Customer hereby undertakes to defend and indemnify the Company for any damage and/or loss and/or expense in connection with the Customer's breach of any term of this Agreement and/or any use of the Services by the Customer and/or any output of the Services and/or any claim and/or lawsuit by a third party in connection with the Customer's use of the Services and/or the Company's actions at third parties on behalf of the Customer.

6. Intellectual Property

The Company and its licensors are the owners of all rights in the Services and any modification, improvement, and derivative thereof, as well as intellectual property rights in all of these ("Company Property"). The term "intellectual property rights" in this Agreement means: (a) patents, patent applications, and patent rights, (b) copyrights, registered copyrights, moral rights, and designs, (c) trademarks, service marks, domain names, logos, and goodwill, (d) trade secrets, ideas, and confidential information, (e) rights similar to or arising from those listed above and any right related to intangible property; all of these worldwide, including registered and unregistered rights. Nothing in this Agreement shall confer upon the Customer and/or any other party any right in Company Property except for the limited license granted to the Customer in Section 2.1 above.

7. Confidentiality

Each party undertakes to keep confidential and ensure that all its employees and agents keep confidential any part of the Confidential Information. Each party shall ensure that the Confidential Information is maintained at an appropriate level of security. Each party undertakes not to disclose and/or transfer directly or indirectly to any person and/or entity, except for the purpose of fulfilling its obligations or exercising its rights under this Agreement, the Confidential Information or any part thereof. Any permitted disclosure shall be subject to having the recipient sign a confidentiality undertaking whose terms are at least as stringent and protective of the disclosing party as the terms of this Agreement. The Company shall be entitled to publish the existence of the cooperation with the Customer, including use of the Customer's name, logo, and general description of the field of activity, and this shall not be considered a breach of confidentiality and shall not give the Customer any cause of action, claim, lawsuit, or demand.

"Confidential Information" for purposes of this Agreement means any information related directly or indirectly to a party to the Agreement and parties related to it, including but not limited to its property, business, affairs, employees and their terms of employment, shareholders, persons or entities related to or in contact with it, as well as any information related to the other party to the Agreement that is not public in nature, including but not limited to professional secrets, trade secrets, work methods, marketing information, advertising, transaction details, or any other information.

Information falling under any of the following will not be considered Confidential Information under the Agreement: (a) public information, (b) information that was in the possession of the receiving party before being disclosed by the disclosing party, (c) information disclosed to the receiving party by a third party without a confidentiality obligation, and (d) information that the receiving party develops independently without using the Confidential Information.

8. Limitation of Liability

The Services and any output of the Services are provided to the Customer "AS IS" and without warranty and/or guarantee of any kind, whether express or implied and/or by law (to the extent permitted by applicable law). To the fullest extent permitted by law, the Company makes no guarantee and shall not be liable, including but not limited to merchantability, non-infringement, and fitness for a particular purpose. The Company does not guarantee that the Services will be accessible without interruption or free from defects and malfunctions, or that the Services or the server on which they rely is free from viruses and/or any other harmful element. The Company makes no guarantee and/or representation regarding the use of the Services and/or the results of such use in relation to reliability, availability, performance improvement, and/or any other matter. It is clarified that the Services are an artificial intelligence product and the Customer acknowledges and agrees that the Customer's use of the Services, including receiving insights, alerts, and recommendations generated through them, and including any output of the Services, are for informational purposes only, do not constitute binding advice of any kind, professional opinion and/or commitment to any result or product, and the Customer's use thereof shall be solely at the Customer's exclusive responsibility and the Company is not responsible in any way for any part of the output of the Services or for the Customer's use thereof.

The Customer agrees that in the course of using the Services, the Services may send alerts and/or messages via third-party platforms, including the WhatsApp application or other instant messaging services. The Customer acknowledges and undertakes that it or anyone on its behalf shall have no claim, demand, or lawsuit against the Company in connection with sending such messages, including but not limited to claims related to "spam" laws. It is clarified that the Services may send messages that do not match the Customer's intent or legal restrictions.

In no event shall the Company and parties related to it, including partners, officers, directors, employees, shareholders, agents, licensors, subcontractors, and suppliers, be liable to the Customer and/or any other entity under any legal theory, whether in contract, tort, or otherwise, whether for direct, indirect, secondary, and/or consequential damages including but not limited to loss of profits, loss of business opportunities, loss of income and/or profit, out-of-pocket expenses, damage to reputation, loss of information, special, punitive, and/or exemplary damages; arising from and/or related in any way to the Services, including the Customer's use of and/or reliance on them and/or any part thereof and/or any malfunction, inaccuracy, omission, defect, security breach, and/or any failure in the performance and provision of the Services by the Company.

In any case, the liability of the Company and/or anyone on its behalf shall not exceed the consideration paid by the Customer to the Company for the Services during the three (3) months preceding the occurrence of the damage and/or the creation of the cause of action.

9. Force Majeure

The Company shall not be liable for any act or omission arising from force majeure in connection with the Services, including delay or failure to perform its obligations under the provisions of the Agreement, in whole or in part. In this Agreement, "force majeure" means an event or factor that at the time of entering into the Agreement, the Company did not know or foresee, and/or is beyond its reasonable control, and directly or indirectly prevents the Company from fulfilling its obligations under the Agreement, in whole or in part, and/or causes the performance of the Agreement under such circumstances to be impossible or different from what was agreed upon between the parties.

Force majeure includes, but is not limited to, third-party failures, unavailability of third parties, malfunctions originating in infrastructure, including the Internet or electricity, strikes, and security events.

10. Service Period

This Agreement shall commence on the date of approval of its terms by the Customer and shall continue for a period of twelve (12) months thereafter (the "Initial Period"). At the end of the Initial Period and each renewal period, it will be automatically extended for an additional period of twelve (12) months (the "Renewal Period", together with the Initial Period hereinafter the "Agreement Period"), unless before the end of the Initial Period or Renewal Period the Agreement is terminated pursuant to Section 11 below.

11. Termination and Cancellation

During the Agreement Period, the Company and the Customer may terminate this Agreement as follows: (a) in case of breach of the Agreement, the non-breaching party shall be entitled to terminate the Agreement, subject to sending a notice to the breaching party and if the breach is not fully remedied within fourteen (14) days from the date of notice, except in the case of the Customer's breach of Section 3 or Section 4, in which cases if the breach is not fully remedied within two days from the date of notice, the Company shall be entitled to terminate this Agreement; (b) upon prior notice of non-renewal thirty (30) days before the end of the Initial Period or any Renewal Period.

Upon termination or cancellation of the Agreement Period: (1) the license in Section 2.1 above will be canceled and the Customer will cease all use of the Services; (2) the Customer shall immediately pay the Company any amount not paid and due under this Agreement; (3) the provisions of Sections 3-9, 11, and 12 of the Agreement shall continue to apply in full.

The Company may terminate this Agreement upon thirty (30) days' prior notice with or without cause.

12. Miscellaneous

(12.1) Section headings in this Agreement are for convenience only and shall not be used for interpretation of the Agreement and its provisions; (12.2) Exclusive jurisdiction for all matters relating to and arising from this Agreement shall be only with the competent court in Tel Aviv-Jaffa, and the parties waive any other jurisdiction. This Agreement shall be governed by the laws of the State of Israel, without regard to conflict of law rules; (12.3) This Agreement represents the full and complete agreement between the parties regarding the matters and issues discussed herein, and supersedes and cancels all representations, agreements, negotiations, practices, memoranda of understanding, proposals, discussion summaries, and/or commitments, and any other document that existed or was exchanged (whether in writing or orally) on the subjects and matters stated between the parties prior to the signing of this Agreement; (12.4) The Company may modify the terms of this Agreement unilaterally and shall notify the Customer of any material change to this Agreement by electronic notice or by publishing the updated terms on the Company's website; (12.5) No conduct by the Company shall be deemed a waiver of any of its rights under law or a waiver or consent to any breach or non-performance of any term of the Agreement, or as granting a postponement or extension to perform any action required under the Agreement, or as a modification, cancellation, or addition of any term, unless done explicitly and in writing; (12.6) Notices in connection with this Agreement shall be sent by registered mail, email; (12.7) The Customer may not assign to another its rights and/or obligations under this Agreement except with the prior written consent of the Company. The Company may assign its obligations and rights under this Agreement at its sole discretion; (12.8) The Customer agrees to the Company's privacy policy which can be found at: www.restomate.co.il/privacy.