SHAPES TERMS OF USE

These Terms of Use between you (the “Customer”) and DreamTeam HR Apps Ltd. d/b/a Shapes (the “Company” or “Shapes”), together with any ordering document or online order page specifying the Solution purchased by Customer that is executed by the parties (“Order”), along with any Data Processing Agreement entered into between the parties (the “DPA”, found here: https://shapes.co/legal/dpa) and the Company Privacy Policy (found here: https://shapes.co/legal/privacy-policy) (collectively, the “Agreement”), govern your use of Company's cloud-based HR platform, an AI-native “PeopleOS” designed to centralize employee data, automate HR processes, and provide AI-powered insights and automations for comprehensive people operations (the “Solution”). The Solution offers extensive customization, including bespoke tabs, dynamic pages, and low-code/no-code functionalities. It includes web portal, mobile apps, APIs, web services, and documentation, as updated from time to time. The Solution is predicated on the ‘Authorization Principal’, whereby Customers select what restrictions to place on accessibility to insights and data within their organization. 

By selecting “I Accept”, executing an Order, or using the Solution, you accept and agree to be bound by this Agreement, which shall be deemed effective as of the date of such acceptance.

These terms do not apply to Customers who license the Solution through an authorized reseller and have signed an end user license agreement with such reseller that substantially complies with this Agreement. Such Customers are licensed by the reseller, not directly by the Company. For clarity, any terms and conditions included or referenced in any Customer purchase order, invoice, vendor portal, click-through process, or other procurement document (including any “additional” or “different” terms) shall be null and void and of no force or effect, and shall not modify or supplement this Agreement, unless expressly agreed in a written amendment signed by both parties. 

1. License to Use.
   
   1. Creating an Account. To use the Solution, you must create an account (“Account”). You agree to: (i) provide accurate information with respect to the Account; (ii) keep your credentials secure; (iii) remain responsible for all Account activity; and (iv) notify Company of unauthorized access to the Account. Only your and Affiliates' employees, consultants, and subcontractors (“Authorized Users”) may access the Solution. You are fully responsible for Authorized Users' compliance and may not share any credentials with unauthorized personnel. The allowed number of Authorized Users on Customer’s behalf shall be as specified in the applicable Order and subject to the conditions specified in this Agreement.
   2. Right to Use. Subject to payment and compliance, Company grants you a limited, revocable, non-transferable, non-exclusive, non-sublicensable license to access and use the Solution for internal business purposes during the subscription Term. To add Authorized Users, you must purchase additional licenses.
   3. License Restrictions. Except as expressly outlined herein, Customer shall not, and shall not permit any of its Authorized Users, employees, subcontractors, or any third party to, directly or indirectly: (a) rent, lease, modify, copy, loan, transfer, sublicense, distribute, or create derivative works of the Solution; (b) disassemble, reverse engineer, attempt to find the underlying code of, or decompile the Solution; (c) circumvent any security mechanisms of the Solution; (d) remove or obscure any copyright, trademark, or other notices from the Solution; (e) transmit or distribute any virus or other code that has contaminating or destructive elements through the Solution; (f) otherwise engage in any unlawful activity with respect to the Solution; (g) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Solution; and/or (h) attempt to override or circumvent any of the usage rules embedded into the Solution.
   4. AI Features. The Solution includes optional AI features, including as provided through off the shelf AI third party providers (the “AI Features”), on the basis of the Model Context Protocol (MCP) (which allows Customers to plug in different AI models at their selection). AI Features may include (as available): (i) an agentic AI functionality that enables Authorized Users to query and receive insights derived from Customer Data (as defined below) within the Solution and/or automate work flows and processes; and (ii) a “vibe coding” functionality that enables Authorized Users to tailor the Solution experience by generating and configuring bespoke tabs, analyses, and dynamic pages, based on Customer inputs and prompts and Customer Data (rather than agnostic data), through Company’s proprietary SDK development function. Specific models available are listed in your Order or on the Company's website (including on Company's Trust Center found here: https://trust.shapes.co/). AI Features will use Customer’s or Authorized User’s input or prompts inserted into the AI Features (the “Customer Input”) for the purpose of generating content, outputs, recommendations, analyses, or materials (“AI-Generated Content”). Company does not, and does not allow third party providers, to train underlying AI models on Customer Data. Customer acknowledges and agrees that, due to the nature of AI, AI-Generated Content may not be unique and may be similar or identical to content generated for other users or customers. Customer waives any claims against Company, and its affiliates, arising out of or relating to any such similarity, and Customer shall not seek to restrict or enjoin the generation, use, or distribution of AI generated content provided to or generated for other Company customers or users, provided the foregoing shall not derogate from Company’s confidentiality and security obligations with respect to Customer Data. “AI” means software programs, models, algorithms or systems that utilize artificial intelligence techniques, including but not limited to machine learning, deep learning, neural networks, large language models, transformer architectures, or diffusion models, to create, generate, or synthesize novel content, data, or outputs—such as text, images, audio, video, code, or other media—based on patterns learned from training data, prompts, parameter configurations, or other inputs, without explicitly programming the specific rules for content creation. 
2. Maintenance and Support.
   Company provides support per the Service Level Agreement in Exhibit A. Unless stated otherwise in the Order, support is at no additional charge. 
3. Fees and Payment.
   
   1. Fees and Pricing Model. (a) Base Subscription. Customer shall pay Company the service fees set forth in the Order or Company’s then in-effect price list (the “Fees”), based on the initial number of Authorized Users and billing cycle specified in the Order. (b) Dynamic Pricing for Additional Users. If Customer adds Authorized Users beyond the number specified in the Order during the subscription Term: (i) Customer will be charged for such additional users on a pro-rata basis for the remainder of the then-current subscription cycle; (ii) The charge will be calculated by multiplying: [number of additional users] × [per-user periodic rate (monthly/bi-annually/annually etc.)] × [number of time units (months/quarters etc) remaining in current payment cycle]; (iii) Such charges will be invoiced immediately upon addition of users and shall be due and payable in accordance with Section ‎3.2. Fees are non-refundable and non-cancellable except as expressly provided in this Agreement. If Customer reduces the number of Authorized Users during the subscription Term, no refund or credit will be provided for the reduced usage. 
   2. Payment Terms. Unless otherwise agreed in writing, Customer will provide valid credit card or other payment information, and Company will charge such card, or Customer will make such payment in advance for each subscription term. Amounts unpaid within 15 days of the due date will bear interest at 1.5% per month or the maximum rate allowed by law, whichever is less. Prices are exclusive of all taxes of any nature. Customer will duly pay all applicable taxes or will supply appropriate tax exemption certificates in a form satisfactory to Company. Customer shall, in addition to the other amounts payable under this Agreement, pay all sales, use, value added, withholding or other taxes and fees, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, except for taxes based on Company's net income. Any taxes or fees that Company is required or permitted to collect from Customer will be separately stated and itemized on the applicable invoice. 
4. Representations and Warranties; Disclaimers.
   
   1. Mutual Warranties. Each party hereto represents and warrants that: (i) it is duly organized under applicable law, (ii) it has the authority to enter into this Agreement; (iii) it will perform its obligations hereunder while upholding any applicable laws or regulations; (iv) it has received all necessary consents, approvals, licenses and/or certifications as needed for its business; (v) the execution and performance of this Agreement does not conflict with any contractual obligations it has to any third party or with any legal requirements to which it is subject.
   2. Company Warranties. Company represents and warrants that (i) the Solution does not infringe the intellectual property rights of any third party; (ii) the Solution will not contain any virus, trojan horse, worm, backdoor, time bomb, drop dead, or other harmful code, (iii) it materially complies with all applicable laws to its operation and activities; and (iv) all services hereunder will be and are provided in a professional manner in accordance with reasonable market standards.
   3. Customer Warranties. Customer warrants that: (i) it has obtained all necessary rights and consents to provide and/or upload the data it uploads or otherwise makes accessible through the Solution (the “Customer Data”) to Company and permit processing as contemplated hereunder and in the DPA; and (ii) the Customer Input and Customer Data do not infringe the intellectual property rights of any third party.
   4. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOLUTION, AI-GENERATED CONTENT AND ALL RELATED COMPANY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF COMPLETENESS, ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE SOLUTION UTILIZES AI AND MACHINE LEARNING TECHNOLOGIES WHICH MAY PRODUCE VARYING OR UNEXPECTED RESULTS, AND THAT AI-GENERATED CONTENT IS GENERATED BASED ON, AND ITS QUALITY IS THEREFORE DIRECTLY CORRELATED WITH, THE QUALITY AND CONDITION OF THE CUSTOMER INPUT AND CUSTOMER DATA. COMPANY DOES NOT GUARANTEE THAT THE AI-GENERATED CONTENT WILL BE ERROR-FREE OR MEET CUSTOMER'S SPECIFIC REQUIREMENTS AND ANY RELIANCE ON OR DECISION BY CUSTOMER ARISING OUT OF ITS USE OF AND ACCESS TO THE SOLUTION AND ANY AI-GENERATED CONTENT IS AT CUSTOMER’S SOLE RESPONSIBILITY. 
5. Indemnification.
   
   1. Company Indemnity. Company shall defend, indemnify and hold harmless Customer, its parents, affiliates and subsidiaries and their respective owners, directors, officers, employees and representatives, and the successors and assigns of any of them (the “Customer Indemnitees”), from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which they may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party (a “Claim”) alleging (a) that the Solution infringes any third party intellectual property rights, or (b) any violation of Company’s DPA obligations. The indemnification obligations set forth in this Section ‎5 shall not apply to the extent and only to the extent, that any Claim is the result of (i) a breach of this Agreement by the Customer Indemnitees, (ii) the combination, operation or use of the Solution with any other software, hardware, application or process, (iii) the Customer Input or AI-Generated Content, and/or (iv) any other matter for which Customer has an obligation to indemnify the Company Indemnitees and/or for which Company’s responsibility is excluded under Section ‎4.4.
   2. Customer Indemnity. Customer shall defend, indemnify and hold harmless the Company, its parents, affiliates and subsidiaries and their respective owners, directors, officers, employees and representatives, and the successors and assigns of any of them (the “Company Indemnitees”), from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which they may suffer or incur in connection with any actual Claim alleging that the Customer Data, and/or use thereof as contemplated herein and the DPA, violate the privacy or data rights of any third party.
   3. Procedure. The obligations of either party to provide indemnification under this Agreement will be contingent upon the indemnified party (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, (ii) reasonably cooperating with the indemnifying party (at the indemnifying party’s expense), and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own election at its own expense.
   4. Remedies. If the Solution, or parts thereof, becomes, or in Company’s reasonable opinion may become, the subject of an infringement Claim with respect to any third party intellectual property rights, Company may, at its option, either (i) procure for Customer the right to continue using the Solution, (ii) modify or replace such Solution with substantially equivalent non-infringing features, or (iii) if Company reasonably determines that the foregoing remedies are not reasonably available, terminate this Agreement upon immediate prior written notice and Customer will be entitled to receive a pro-rated refund of any prepaid Fees.
6. Intellectual Property Rights.
   
   1. Ownership. Company has and retains all right, title and interest in and to the Solution including all enhancements, improvements and modifications thereof, such as those created during the Term of this Agreement, as well as all intellectual property rights contained in any or all of the foregoing (“Company Property”). Customer has and retains all right, title and interest in and to the Customer Data, including all enhancements, improvements and modifications thereof, as well as all intellectual property rights contained in any or all of the foregoing (“Customer Property”). The Customer Property and Company Property shall be collectively referred to as “Property”.
   2. Feedback. Notwithstanding the foregoing, if a party provides the other party with any feedback regarding the latter’s Property, the recipient party may use all such feedback without restriction provided however that the party providing the feedback and its personnel will have no liability or responsibility for any feedback provided. It is clarified that any enhancements, improvements and modifications made to a recipient party’s Property based on the feedback of the other party will also be recipient party’s Property.
   3. Aggregate Data. Company may generate and use statistical data derived from Customer’s use of the solution, provided such data is statistical and anonymized and that Company’s use does not identify any individual (such as information concerning the popularity of certain functionalities, or statistics about aggregate use by customers/users), for any purpose, including the analysis, maintenance or improvement of the Solution.
7. Confidentiality.
   
   1. Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee and planning information, and any other information conspicuously marked as such or which should otherwise be reasonably considered to be confidential or proprietary information under the circumstances (“Confidential Information”). Customer Data shall be the Confidential Information of Customer. The Solution, as well as any documentation related thereto, shall be the Confidential Information of Company.
   2. Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than the performance of this Agreement and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder; and in any event the Receiving Party shall assume full responsibility for any breach of this Agreement caused by any such employees or contractors. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
   3. Exceptions. The Receiving Party’s confidentiality obligations‎ shall not apply to information which: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party becomes, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information as shown by contemporary documentation. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party or (ii) required by law or by the order or a court of similar judicial or administrative body, provided that (to the extent permitted by law) the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. 
8. Term and Termination.
   
   1. Term. This Agreement commences on the Effective Date and continues for the applicable subscription period contemplated in the Order. This Agreement and any Order, except as stated otherwise in such an Order, will renew for subsequent periods of one year each (each, a “Renewal Term” and together with the initial term of this Agreement, the “Term”), unless either party provides notice to the other party of its decision not to renew this Agreement at least 30 days prior to the commencement of the applicable Renewal Term. Company shall provide the Customer with a 60 days' notice prior to the expiration of the Term. 
   2. Suspension. The Company may temporarily suspend Customer’s use of the Solution without prior notice if Customer’s acts or omissions (or those of its Authorized Users) reasonably threaten the integrity or security of the Solution. In the event of any suspension under this Section, Company shall, unless prevented by reasons of applicable law or compelling or urgent reasons to do with the cause of suspension, provide Customer with (i) notice of any suspension; (ii) an explanation of the threat posed by Customer’s acts or omissions to the integrity or security of the Solution and (iii) the corrective action to be taken by Customer before access to the Solution is restored. Company shall make commercially reasonable efforts to terminate any suspension, for reasons to do with the integrity or security of the Solution, as soon as possible. Without derogating from the foregoing, if any charge owing by Customer under this Agreement is 10 days or more overdue, Company may, without limiting any right and/or remedy available to it under applicable law, suspend access to the Solution or other service hereunder until such amounts are paid in full. If suspension (other than for non-payment) exceeds 15 days in any 3-month period, Customer may terminate and receive a pro-rated refund of any pre-paid Fees.
   3. Modifications. The Company may modify this Agreement with at least 10 days' prior notice to the Customer and/or may add, enhance, modify, or discontinue Solution features at any time and at its sole discretion. If Company makes material adverse changes substantially diminishing Customer’s contractual rights or the functionality of the Solution, Customer may terminate this Agreement within 30 days of receipt of such change notice and receive a pro-rated refund of any prepaid Fees.  
   4. Termination for Cause. Except as otherwise set forth herein, each party may terminate this Agreement: (a) immediately in case of breach by the other party by written notice to the breaching party, provided such breach has not been cured within 30 days of the breaching party being notified thereof; or (b) in the event the other party: (i) makes a general assignment for the benefit of its creditors, (ii) applies for, consents to, or acquiesces to the appointment of a receiver, trustee, custodian, or liquidator for its business or assets, or (iii) files, consents to, or acquiesces in a petition seeking relief or reorganization under any bankruptcy or insolvency laws.
   5. Effect of Termination. Upon termination of this Agreement, the licenses contained herein shall immediately expire and Company shall cease providing Customer with access to the Solution and other services herein. Sections ‎1.3, ‎4, ‎5, ‎6, ‎7, ‎8.5, ‎9 and ‎12 shall survive any termination or expiration thereof as well as any other rights or obligations which have accrued or explicitly or by implication have application beyond the Term of this Agreement.
9. Limitation of Liability. 
   
   1. Indirect Damages. IN NO EVENT SHALL EITHER PARTY (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, OR EMPLOYEES) HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. 
   2. LIABILITY CAP. THE ENTIRE LIABILITY OF EITHER PARTY (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, OR EMPLOYEES) UNDER THE AGREEMENT SHALL NOT EXCEED THE FEES PAYABLE TO COMPANY HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM OR LEGAL ACTION CREATING THE LIABILITY (THE “STANDARD CAP”). 
   3. Exceptions. THE FOREGOING LIMITATIONS IN SECTIONS ‎9.1 - ‎9.2 SHALL NOT APPLY IN CASE OF A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, FRAUD, MISCONDUCT, AN INTENTIONAL BREACH OF THE AGREEMENT, OR IN CONNECTION WITH THE PARTIES’ INDEMNIFICATION OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, A PARTY’S LIABILITY PURSUANT TO A BREACH OF THE DPA SHALL BE LIMITED, IN THE AGGREGATE, TO X10 THE STANDARD CAP.
10. Publicity. Company shall have the right to include a reference to Customer, its official name and logo on its website, and marketing literature and promotional materials.
11. Force Majeure. Except for payment obligations, the obligations of either party to perform under this Agreement shall be excused during each period of delay caused by events beyond their reasonable control, including, but not limited to, acts of god, accident, fire, flood, storm, earthquake, pandemic, riot, war, sabotage, explosion, labor disturbance, strike, national defense requirement, governmental law, edict, regulation, rule, or ordinance, whether valid or invalid, inability to obtain energy, raw materials, labor or transportation under usual prices, terms and conditions, or any similar or different contingency which would make performance commercially impracticable. In the event that either party cannot perform its obligations under this Agreement pursuant to this Section, such party shall: (a) immediately notify the other party in writing of its inability to perform and the expected duration; and (b) take all reasonable steps to recommence performance of its obligations under this Agreement as soon as possible.
12. Miscellaneous. Upon its execution, each Order will be subject in all respects to, and will be deemed to be a part of, this Agreement. In case of an inconsistency between this Agreement and any Order, this Agreement shall prevail unless explicitly stated otherwise in an Order. The parties are independent contractors. In no event shall the parties’ relationship established hereunder be construed to be that of employer and employee, or to constitute a joint venture or agency of any kind. In no event will a party’s employees or agents be considered employees of the other party or be entitled to any benefits that such other party may provide to its employees. No waiver of rights arising under this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy and/or prejudice any rights of such party. This Agreement is intended solely for the benefit of the parties. In no event will any third party have any rights in relation to this Agreement or any right to enforce the terms hereof. If any provision under this Agreement is determined by a court to be unenforceable, that provision will be deemed to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted, and the remainder of the Agreement will continue in effect. If the Customer is located in the EU, this Agreement shall be governed by the laws of the Netherlands and any dispute arising out of or in connection with this Agreement will be submitted to the sole and exclusive jurisdiction of the Netherlands Commercial Court (NCC) in Amsterdam. If the Customer is located in the UK, this Agreement shall be governed by the laws of the England and any dispute arising out of or in connection with this Agreement will be submitted to the sole and exclusive jurisdiction of the authorized courts in London. If the Customer is located in the US, this Agreement shall be governed by the laws of the state of Delaware and any dispute arising out of or in connection with this Agreement will be submitted to the sole and exclusive jurisdiction of the authorized state and federal courts in Delaware. If the Customer is located elsewhere, this Agreement shall be governed by the laws of the state of Israel and any dispute arising out of or in connection with this Agreement will be submitted to the sole and exclusive jurisdiction of the authorized courts in Tel-Aviv. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to this Agreement or the parties. Neither Party may assign any of its rights and/or obligations under this Agreement, except with the other party’s prior written consent. Notwithstanding the foregoing, each party may assign its rights and obligations in the case of a merger or acquisition, to an Affiliate, subsidiary or to any third-party successor by merger or acquisition or by divestiture or spin-off of substantially all of the relevant business or assets of such party to which this Agreement relates. 

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Exhibit A

Service Level Agreement

1. Introduction and Definitions

This document defines Company's policies, definitions, and responsibilities with regard to Company's Standard Support and Maintenance offering only.

“Critical Severity Error” means an emergency situation, in which the primary system (i.e. the system supported by Company) produces materially incorrect results, fails catastrophically or is otherwise rendered inoperable.

“High Severity Error” means some elements or components of the Solution are inoperative resulting in loss of data, functionality or degraded performance, but where a temporary workaround is available (such as by terminating/suspending the specific element).

“Medium Severity Error” means all other service-impacting events, which carry less significance than Critical Severity Error or High Severity Error.

“Low Severity Error” means all non-service-impacting issues such as documentation or product enhancement requests, questions, etc.

“Support” refers to Company's responsibilities to address errors related to the Solution, which constitute a verifiable and reproducible failure of the services to substantially conform to its published specifications (“Error”). Notwithstanding the foregoing, “Error” shall not include any failure caused: (i) by the access, use or operation of the services with any other hardware, software or programming languages or in an environment other than intended or recommended by Company; (ii) by any bug, defect, error or malfunction in any hardware or software used with the services and not provided by Company or other parties acting on its behalf (such as licensors and vendors) or any other failure of any such hardware to conform to its published specifications; (iii) due to modifications, alterations and repairs to the services not made by Company, except as authorized in writing by Company; (iv) due to misuse, accidents or improper access or maintenance not performed by Company. 

Company’s support may be subject to the support received by Company from its third party hosting providers. Company’s support excludes: (i) force majeure events; (ii) scheduled maintenance; (iii) Customer’s Internet service failures; (iv) any failure of Customer’s own hardware, software or network connection; (v) Customer’s bandwidth restrictions; (vi) Customer’s acts or omissions, including without limitation non-compliance with the Licensed Product minimal prerequisites; and/or (vii) any failures of Company’s third party hosting providers.

Support and Maintenance do not include on-site technical support, consulting (redesigning, re-architecting or reconfiguring Customer's network), support for incompatible products or third party products, training, professional services or related out-of-pocket expenses.

2. Support Hours and Channels

Standard Support is provided during regular Business Hours. Remote access to the customer environment may be required for proper support upon mutual coordination with Customer. If remote access is not available, the Company will not be responsible for any delay caused to the initial response time.

Support hours are under Israel local time, Sunday through Friday; 8:00am to 9:00pm (“Business Hours”). A request for response to a call during hours which are not Business Hours shall be subject to payment of additional fees in accordance with Company’s professional service rates.

3. Severity Levels and Expected Response Time

Customer shall promptly notify Company in detail of any Error upon becoming aware of such Error.

Company will make a commercially reasonable effort to address any support call professionally. Company guarantees a maximum initial response time according to the severity of the reported issue (resolution times are unbinding estimations). The following table defines the maximum response times guaranteed by the Company support team:

For Critical Severity Level, the response time is up to 2 hours, and the expected resolution time is up to 1 business day.

For High Severity Level, the response time is up to 8 hours, and the expected resolution time is up to 2 business days.

For Medium Severity Level, the response time is up to 1 business day, and the expected resolution time is up to 5 business days.

For Low Severity Level, the response time is up to 2 business days, and the expected resolution time is on an efforts / next release basis.

4. Availability 

4.1. Commitment

Company shall use commercially reasonable efforts to ensure that the Solution is available no less than 99.9% of the time, 24 hours per day, 7 days per week, including holidays, measured on a calendar monthly basis (the “Monthly Uptime Commitment”), subject to the exclusions set forth in Section 4.3 below. 

4.2. Definitions 

“Monthly Uptime Percentage” means the total number of minutes in a given calendar month, minus the number of Service Unavailability minutes in that month, divided by the total number of minutes in that month, expressed as a percentage. 

“Service Unavailability” means the number of consecutive minutes in a given calendar month during which the Solution was not accessible to Customer, as measured by Company’s monitoring systems, excluding the events set forth in Section 4.3 below. 

“Credit” means an account credit applied against Customer’s future payment obligations, calculated in accordance with Section 4.4 below. 

4.3. Exclusions 

The following shall not be considered a Service Unavailability for the purposes of this Exhibit: 

(a) Force Majeure. Any unavailability caused by circumstances beyond Company’s reasonable control, including but not limited to acts of God, acts of government, war, insurrection, riot, global health emergency, pandemic, fire, flood, earthquake, or unavailability of third-party cloud, internet or telecommunications infrastructure; 

(b) Scheduled Maintenance. Any planned maintenance window for which Company has provided Customer with at least 5 days’ advance written notice (by email, in-app notice, or status page posting); 

(c) Customer or Third-Party Cause. Any unavailability resulting from Customer’s or any third party’s software, hardware, network, actions, or omissions; Customer’s use of the Solution in violation of this Agreement; or distributed denial-of-service (DDoS) attacks or other unlawful activity; 

4.4. Service Level Credits 

(a) Credit Eligibility. Solely to the extent Customer is not in material breach of the Agreement, if Company fails to meet the Monthly Uptime Commitment in any given calendar month, Customer shall be eligible to receive a Credit calculated as follows: 

Less than 99.9% but ≥ 98%, Customer shall be eligible to receive a 5% Credit

Less than 98% but ≥ 95%, Customer shall be eligible to receive a 10% Credit

Less than 95% but ≥ 90%, Customer shall be eligible to receive a 15% Credit

Less than 90% but ≥ 85%, Customer shall be eligible to receive a 20% Credit

Less than 85%, Customer shall be eligible to receive a 30% Credit

(b) Credit Calculation. The Credit shall be calculated by multiplying the applicable Credit percentage by the fees paid or payable by Customer to Company for the Solution for the relevant month in which the Service Unavailability occurred (i.e., 1/12 of the annual fees for annual subscriptions, or the applicable monthly fees for monthly subscriptions). 

(c) Application of Credits. Credits shall be applied solely against Customer’s future payment obligations under the Agreement (whether for subscription fees or upgrades). Credits do not entitle Customer to any monetary refund, and may not be transferred to any other account. The aggregate maximum Credits issued to Customer in a single calendar month shall not exceed 100% of the fees invoiced for the affected services in that billing period; any excess shall carry forward to the next billing cycle(s) until credited in full, or shall be forfeited if no further amounts are due.

(d) Credit Request Procedure. To receive a Credit, Customer’s designated Account administrator must submit a written Credit request to Company at support@shapes.co within 90 days following the Service Unavailability incident. Requests submitted after this period shall be ineligible. The request must include: (i) the date and approximate time of the incident; (ii) a description of the unavailability experienced; and (iii) any supporting documentation reasonably available to Customer.

5. Exclusive Remedy 

Notwithstanding anything to the contrary in the Agreement, the Credits described in this Exhibit A, together with Company’s error response and support obligations, shall constitute Customer’s sole and exclusive remedy for any failure by Company to meet the Monthly Uptime Commitment or any other obligation under this Service Level Agreement.

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Last updated: 20 May 2026