Terms of Use – The Runup LTD

1. General and Acceptance of Terms

1.1. Welcome to The Runup platform (hereinafter: the "Platform"), operated by The Runup LTD, Company No. 517340683 (hereinafter: the "Company", "we", "us" or "our"). The Platform is accessible via the website at therunup.ai and The Runup smartphone application (iOS and Android).

1.2. These Terms of Use (hereinafter: the "Terms of Use") govern the relationship between the Company and any person or entity using the Platform, including event organizers, service providers, invitees, and guests (hereinafter, each of them: a "User"). Use of the Platform constitutes full and unqualified agreement to these Terms of Use and the Company's Privacy Policy, which forms an integral part thereof.

1.3. If you do not agree to these Terms of Use, in whole or in part, you are not authorized to make use of the Platform.

1.4. The Company reserves the right to update and change the Terms of Use from time to time, at its sole discretion. Material changes will be published on the Platform and will take effect upon publication, unless stated otherwise. Continued use of the Platform after the publication of changes constitutes agreement to the updated terms.

1.5. These Terms of Use are drafted in the masculine singular for convenience only but refer to all genders. Section headings are intended for ease of reading only and shall not be used for interpretation.

2. The Platform and the Services

2.1. Description of the Platform. The Runup is a digital platform for planning and managing private events (including weddings, bar/bat mitzvahs, birthdays, and other events), which enables:

• (a) Vendor Marketplace — connecting and matching event organizers with event service providers (including venues, photographers, DJs, catering, flowers, etc.);
• (b) AI-Assisted Planning — the artificial intelligence representative "Evie", who assists in event planning, vendor selection, budget management, and scheduling meetings;
• (c) Invitation and RSVP Management — sending invitations, tracking RSVPs, managing guest lists, and seating arrangements;
• (d) Gift Management — a digital gift-giving service via credit card;
• (e) Photo Gallery — storing and sharing photos from the event, including a personal photo-finding service using face recognition;
• (f) Communication between Users — chat, video calls, and messaging between event organizers and vendors, including with the participation of Evie;
• (g) Vendor Management Tools — managing leads, price quotes, contracts, bookings, and customer relations.

2.2. Availability of Services. The Company will make reasonable efforts to ensure the availability of the Platform, but does not guarantee continuous, uninterrupted, or error-free availability. The Company may change, suspend, or discontinue any part of the Platform at any time, at its sole discretion, and shall bear no liability in respect thereof, subject to the provisions of Section 17 below.

2.3. Trial Versions and Updates. The Platform may include features in development stages, beta versions, or features that are not fully active. The Company does not guarantee the availability, accuracy, or completeness of such features.

3. Registration and User Account

3.1. Eligibility. Use of the Platform, including making purchases and payments through it, is permitted only to individuals aged 18 and older. By registering for the Platform, you declare that you are of legal age and possess full legal capacity to enter into a binding agreement. If you are contracting on behalf of a corporation, you declare that you are authorized to act on its behalf.

3.2. Registration. In order to access some of the Services, you will be required to register and open a user account. You can register using an email address and password, or via a Google account. When registering via Google, the Company will receive your name, email address, and profile picture, and subject to your authorization — access to your Google Calendar.

3.3. Accuracy of Details. You undertake to provide accurate, current, and complete details during registration and to update them as necessary. The Company may rely on the details you provided.

3.4. Account Security. You are responsible for maintaining the confidentiality of your account login details and for all activity occurring under your account. You must notify the Company immediately of any unauthorized use of your account. The Company will not bear liability for any damage resulting from a failure to maintain the confidentiality of login details.

3.5. Single Account. Each user is permitted to manage only one account. The Company may cancel duplicate accounts.

4. User Types

The Platform is intended for several main types of registered users:

4.1. Event Organizers — private individuals who use the Platform for planning and managing a personal event (hereinafter: "Organizer").

4.2. Service Providers — dealers, companies, and service providers from the events industry registered on the Platform and offering their services to Organizers (hereinafter: "Vendor"). A vendor can be an individual, a licensed dealer, or a company.

4.3. Invitees and Guests — individuals who receive an invitation to an event and use the Platform for RSVPing, accessing the photo gallery, etc. (hereinafter: "Guests"). Guests are not required to register on the Platform for basic RSVP purposes.

5. Use of the AI Representative — Evie

5.1. Nature of the Service. Evie is an artificial intelligence (AI) representative integrated into the Platform to assist in event planning. Evie is based, among other things, on models and AI services of third parties, including OpenAI and Anthropic, and is capable of conducting text and voice conversations, performing actions on the Platform on your behalf (such as scheduling meetings, creating event drafts, and updating details), and offering personalized recommendations.

5.2. Nature of the Service and its Limitations. Evie is an AI tool and is not human. It must be taken into account that:

• (a) Evie may make mistakes, present inaccurate or outdated information, and her outputs should not be relied upon without exercising independent judgment;
• (b) Evie does not provide legal, financial, medical, or professional advice of any kind;
• (c) The recommendations provided by Evie are based on the information you provided to her and on Platform data, and do not constitute a guarantee of the quality of the proposed vendors;
• (d) The Company is not responsible for decisions you make based on Evie's recommendations;
• (e) Outputs, recommendations, proposals, budgets, task lists, draft documents, messages, call summaries, vendor comparisons, price estimates, or any other content generated through Evie may be incomplete, inaccurate, outdated, or unsuitable for the user's specific circumstances;
• (f) The Company does not guarantee that the use of Evie will lead to finding suitable vendors, cost savings, achieving specific commercial terms, the success of the event, or any other business or personal outcome;
• (g) The service is based on third-party services, including AI service providers and cloud infrastructure providers, and the Company is not responsible for their availability, performance, the accuracy of their outputs, or any failure, downtime, or disruption resulting from them.

5.3. Voice Calls. Evie may join as a third participant in voice calls between Organizers and Vendors. Please note that:

• (a) At the beginning of any voice call in which Evie participates, she will explicitly identify herself as an AI representative and not a human, in accordance with applicable law requirements, including the Consumer Protection Law (Prevention of Deception);
• (b) The Organizer or Vendor initiating the call is responsible for informing the other participants in the call, prior to its commencement, that Evie is participating as an AI representative, that she may make mistakes and present inaccurate information, and that independent judgment must be exercised in relation to any information she provides;
• (c) Transcripts and summaries of voice calls in which Evie participates may be retained in accordance with the Privacy Policy; raw voice recordings are not retained.

5.4. Automated Actions. Evie is capable of performing certain actions on the Platform directly, such as scheduling meetings, creating event drafts, and updating event names. More material actions, such as approving a price quote, signing a contract, and sending a payment, require your explicit approval. You are responsible for any action performed by Evie on your behalf.

5.4A. User Responsibility to Verify Evie's Actions. The User is responsible for verifying and confirming the accuracy of details, messages, meetings, documents, price quotes, bookings, guest lists, budget data, and any other action performed, proposed, or created through Evie, prior to relying on them or executing them in practice.

5.4B. Notice Prior to Interaction with Evie. Prior to commencing an interaction with Evie, the User will receive a notice that:

• (a) Evie is an AI representative and not a human;
• (b) Evie may make mistakes and present inaccurate information, and the User must exercise independent judgment in relation to any output she generates;
• (c) Personal information provided in the framework of the interaction with Evie will be processed in accordance with the Company's Privacy Policy.

This notice will be provided in the user interface on the Platform, and in voice calls — orally by Evie at the beginning of the call.

5.5. Service Improvement. Your conversations with Evie may be used to personalize your user experience on the Platform. The Company does not use the content of your conversations to train general AI models.

6. The Vendor Marketplace — General Provisions

6.1. Nature of the Platform. The Company operates a marketplace that enables Organizers to locate and contract with Vendors. The Company is not a party to the agreements entered into between Organizers and Vendors and is not an event service provider itself. Any transaction between an Organizer and a Vendor is a direct transaction between the parties, and the Company is not responsible for the quality of the services, compliance with schedules, pricing, cancellations, or any other dispute between an Organizer and a Vendor. Furthermore, the Company does not guarantee that any vendor will be available, respond to inquiries, provide a price quote, or agree to contract with any user.

6.2. Vendor Profiles. Vendors are responsible for the accuracy and currency of the information appearing in their profiles on the Platform, including service descriptions, prices, availability, and photos. The Company does not verify all information appearing in vendor profiles and is not responsible for its accuracy.

6.2A. Recommendations, Ratings, and Search Results. The Platform may display vendors based on algorithms, rating mechanisms, automated matching systems, user preferences, availability, business data, activity on the Platform, Evie's recommendations, other considerations, and including the possibility of sponsored promotion which will be marked as such. The order of vendor display, their rating, match, or recommendation do not constitute a recommendation, approval, verification, guarantee, professional opinion, or commitment by the Company regarding the quality, reliability, availability, suitability, or advisability of contracting with any vendor. To the extent that a sponsored promotion feature based on users' personal characteristics is activated in the future, the Privacy Policy will be updated accordingly, and users will be given the option to request removal from the target list of such advertising.

6.2B. Absence of Background Checks and Verification. Unless explicitly stated otherwise, the Company does not perform background checks, professional checks, licensing checks, criminal checks, or full verification of vendors, and does not guarantee the accuracy of the information appearing in their profiles. Organizers are requested to perform independent checks prior to contracting with a vendor.

6.3. Reviews and Ratings. Organizers are permitted to publish reviews and ratings on vendors after completing a confirmed booking where the event date has passed. Reviews must be genuine, based on personal experience, and are not permitted to contain offensive, misleading, or illegal content. The Company may remove reviews that do not comply with these rules.

6.4. Communication between Users. The Platform enables direct communication between Organizers and Vendors. You undertake to conduct communication in good faith, in a respectful manner, and in accordance with these Terms of Use. It is prohibited to use the Platform's communication tools for sending spam, harassment, unauthorized advertising, or any other use unrelated to event planning.

7. Specific Provisions for Event Organizers

7.1. Event Creation. An Organizer can create one or more events on the Platform. When creating an event, you will be asked to provide details such as event type, date, location, number of guests, and budget. This information will be used by Evie and the Platform to match vendors and recommendations.

7.2. Guest List Management. When importing contacts from your device or entering guest details, you declare that you have obtained their consent to provide their details to the Company and to use them for event management and sending invitations. You are responsible for the accuracy of the information you provided about your guests.

7.3. Sending Invitations. The Platform enables sending event invitations via WhatsApp, SMS, and email. In using this service, you declare that you have obtained the recipients' consent to receive such messages, as required by law. The Company is not responsible for the content of the invitations you send.

7.4. Photo Gallery and Face Recognition. The Platform enables uploading photos from the event and locating personal photos using face recognition (powered by AWS Rekognition). The Organizer declares and undertakes that:

• (a) The Organizer is responsible for obtaining the consent of all individuals photographed in the photos to the biometric processing of their likeness for the purpose of this service, and for informing them of the use of face recognition technology, in accordance with the requirements of any law, including the Privacy Protection Law, 5741-1981, including in relation to guests who did not register on the Platform; as far as a minor is concerned, the Organizer is responsible for obtaining any consent, authorization, or approval required by law from a parent or legal guardian, as applicable;
• (b) The Company is responsible for the security of the biometric face data, processing it solely for the purpose of the photo-finding service, and deleting it automatically within 14 days of indexing (and no later than 30 days), in accordance with the Privacy Policy;
• (c) The Organizer is solely responsible for obtaining all consents, authorizations, and approvals required by law in connection with uploading, processing, and sharing the photos. The Company may remove photos, restrict access to them, or disable the face recognition service in relation to a specific event in the event of a claim or concern regarding the lack of appropriate authorization.

7.5. Fees. Certain uses of the Platform, including payments to vendors through the Platform, one-time purchases of certain features or services, and digital gift services, may involve fees, service charges, or other charges. The details of the relevant charges, including their rates, calculation method, billing date, caps, cancellation or refund terms, and any tax applicable to them, will be displayed to the user on a dedicated screen, on a payment page, or in a separate agreement to be accepted separately, and they shall form an integral part of the terms applicable to the relevant service. Use of the Platform without performing an action that involves payment may be free of charge, as displayed on the Platform from time to time.

8. Specific Provisions for Vendors

8.1. Joining the Platform. A vendor wishing to register on the Platform will be required to provide details about its business, including business name, service category, service areas, prices, and availability. The Company reserves the right to approve or reject applications to join at its discretion.

8.2. Accuracy of Information. The Vendor undertakes that all information it provides in its profile and in the framework of the services will be accurate, current, and not misleading. The Vendor undertakes to update its details in accordance with any change.

8.3. Price Quotes and Contracts. Price quotes sent through the Platform constitute a binding offer for the period specified therein. Contracts signed through the Platform bind the Vendor in accordance with their terms. The Vendor is responsible for the accuracy and completeness of the price quotes and contracts it publishes.

8.4. Fees, Subscriptions, and Commercial Terms. A vendor may be charged subscription fees, commissions, clearing fees, or other commercial charges in connection with the use of the Platform, all as determined in a separate agreement with the Company, on a dedicated onboarding screen, in a track proposal, or in commercial terms to be displayed and accepted separately by the Vendor (hereinafter collectively: the "Vendor Commercial Terms"). The Vendor Commercial Terms shall prevail over these Terms of Use in all matters relating to pricing, billing dates, renewal, cancellation, commissions, and other financial terms applicable to the Vendor.

8.5. Connecting External Accounts and Leads from External Sources. The Platform enables vendors to connect external business accounts, including WhatsApp Business and a Meta account (for leads from ads), as well as business email addresses. In connecting such accounts:

• (a) The Vendor authorizes the Company to receive, process, and manage customer inquiries arriving through these channels;
• (b) The Vendor declares that it possesses the authorization to connect these accounts and to allow the Company access to them;
• (c) The Vendor is aware that customer inquiries arriving through these channels will be processed by the Company's artificial intelligence systems for lead management purposes.
• (d) The Vendor is solely responsible for obtaining all consents required by law from its customers for transferring their details to the Platform and their processing by the Company;
• (e) The full regulation of data processing, including the roles of the parties as data controller and data processor, shall be carried out in the framework of the Data Processing Annex (DPA) (as defined below).

8.6. Lead Management. The Company provides vendors with tools for lead management, including automated lead scoring (0–100, with classifications "hot", "warm", or "cold") based on activity signals on the Platform. Lead scoring is an aid tool only and does not constitute a binding recommendation. The Vendor is responsible for its independent judgment in lead management.

8.6A. Lead Scoring and Automated Analyses. Lead scoring, match ratings, probability estimates of engagement, or any other analysis displayed to vendors are based on the Company's internal models and algorithms and constitute an aid tool only. The Company does not guarantee their accuracy, completeness, or any business results resulting from reliance on them.

8.7. Industry Comparisons. The Company may display to vendors industry comparison data (such as median price, response time, and conversion rate) calculated from aggregate Platform data. This data is displayed at the category level and does not identify specific vendors. This data is intended for general information purposes only, does not constitute business or professional advice, and the Company does not guarantee its accuracy or completeness.

8.8. Data Processing Annex. Any vendor using the Platform is required to review and agree to the Company's Privacy and Data Security Annex / Data Processing Annex for Vendors, available at: therunup.ai/dpa. This Annex forms an integral part of these Terms of Use, and by approving the Terms of Use, registering as a vendor, or continuing to use the Platform as a vendor, the Vendor confirms its agreement to such Annex. In the event of a conflict in matters of privacy, data security, or personal data processing, the provisions of the Annex shall prevail.

9. Transactions, Payments, and Cancellations

9.1. Transactions between Organizers and Vendors. Any transaction between an Organizer and a Vendor is carried out directly between the parties. The terms of the transaction, including price, payment schedule, cancellation policy, and other terms, are determined in the agreement between the Organizer and the Vendor and are not under the Company's control.

9.2. Payments, Digital Gift Services, and Issuance of Accounting Documents.

• (a) Payment Methods and Clearing Providers: Payments on the Platform may be made via credit card or other payment methods displayed on the Platform from time to time. Payments related to bookings or transactions with vendors will be processed, as of the date of these terms, via Grow by Meshulam, while payments related to the digital gift service may be processed via Tranzila, or via alternative clearing providers at the Company's choice. The use of payment services is also subject to the terms of use and privacy policy of the relevant clearing providers, as presented to the user at the time of payment or in another manner on the Platform.
• (b) Fees, Currency, and Taxes: All payments are made in New Israeli Shekels (₪) unless explicitly stated otherwise. Fees, service charges, vendor commissions, fees for the digital gift service, billing caps, as well as the question of the applicability of VAT or other taxes, will be displayed to the user or vendor, as applicable, on the dedicated screen, on the payment page, or in the relevant commercial terms, and shall apply as displayed and approved at the time of engagement or payment.
• (c) Billing Date: The billing date for any payment, fee, or service charge will be determined in accordance with the type of relevant service or transaction, as displayed to the user at the time of payment, booking, purchase, or joining the relevant track. Without derogating from the foregoing, the Company is entitled to collect fees and service charges at the time of payment execution, at the time of transaction approval, at the time of purchasing a specific feature, or at another date clearly displayed to the user or vendor.
• (d) Accounting Documents: The Company may issue, by itself or through service providers on its behalf, including GreenInvoice, receipts, tax invoices, tax invoice-receipts, credit notes, or other accounting documents in connection with payments, fees, purchases, or charges executed through the Platform. The User undertakes to provide correct, complete, and updated details for the purpose of issuing such documents.
• (e) Accuracy of Payment Details and Non-Storage of Card Details: You are responsible for the accuracy of the payment details you provide. The Company and the relevant clearing providers are not responsible for a failure to execute a payment due to incorrect, missing, or outdated details. The Company does not store credit card details on its servers. Payment details are transferred and processed via the relevant clearing providers and are secured in accordance with the security requirements applicable to them, including PCI-DSS as applicable.
• (f) Payment Failure, Cancellation, and Refund: In the event of a payment failure, transaction dispute, charge cancellation, or concern of fraud or breach of the Terms of Use, the Company may suspend your access to certain services, delay the completion of an action, cancel a relevant service, or take any other reasonable step until the matter is resolved.
• (g) Supply of Purchased Services: Services and features purchased from the Company through the Platform (such as one-time purchases of features, the digital gift service, and paid vendor tracks) are digital services, provided and activated immediately upon confirmation of payment, and in any event no later than one business day from the date the transaction is approved, unless otherwise stated on the purchase screen. If the service has not been activated as aforesaid, you may contact the Company using the contact details in Section 20 below, and the Company will act to activate the service or to refund the payment made for it.

9.3. Cancellations and Refunds. The cancellation and refund policy for transactions between Organizers and Vendors is determined by the Vendor and detailed in the price quote and/or the contract signed between the parties. The Company is not responsible for refunds in respect of canceled transactions between Organizers and Vendors, unless explicitly stated otherwise. Where the Company collects service charges, fees, payments for certain features, or payments in connection with the digital gift service, the cancellation, refund, credit, and deduction terms displayed on the dedicated screen, on the payment page, or in the relevant commercial terms shall apply, subject to applicable law. Without derogating from the foregoing, clearing fees, service charges, or other charges may not be refunded, in whole or in part, if this was indicated to the user in advance and is permitted by law.

9.3A. Cancellation of Transactions with the Company. In transactions in which the Company is the collecting party (such as one-time purchases of features, service charges for the digital gift service, and vendor subscription fees), the following provisions shall apply:

• (a) Cancellation of a transaction shall be carried out in accordance with the Consumer Protection Law, 5741-1981, and the Consumer Protection Regulations (Cancellation of a Transaction), 5771-2010, to the extent they apply to the transaction and to the user.
• (b) In a distance-selling transaction, a consumer may cancel the transaction within 14 days from the date on which it was made or from the date of receipt of the document setting out the transaction particulars, whichever is later, all subject to the exceptions prescribed by law. Where such a transaction is cancelled other than due to a defect or non-conformity, the Company shall be entitled to charge cancellation fees of up to 5% of the transaction price or NIS 100, whichever is lower, to the extent permitted by law.
• (c) A renewing subscription (such as a paid vendor track) may be cancelled at any time via the account settings on the Platform or by contacting the Company. The cancellation shall apply to subsequent billing cycles and shall not entitle the user to a refund for a billing period that has already commenced, unless expressly stated otherwise or required by law.
• (d) A cancellation notice may be delivered to the Company by any of the means of contact set out in Section 20 below.
• (e) Nothing in this Section shall derogate from the provisions of Section 9.3 above with respect to transactions between Organizers and Vendors, whose cancellation and refund policy is determined by the relevant Vendor.

9.4. Disputes between Users. Disputes between Organizers and Vendors are the responsibility of the parties to resolve between themselves. The Company is not obligated to serve as an arbitrator in such disputes but may assist in mediation at its discretion. The Company reserves the right to suspend or cancel accounts of users found to be involved in unfair behavior.

9.5. Release of the Company from Disputes between Users. Subject to applicable law, the User releases the Company, its directors, employees, shareholders, consultants, and suppliers from any claim, demand, damage, loss, or expense resulting from a dispute, engagement, negotiation, transaction, or interaction between him and another user on the Platform, provided that the dispute results solely from the relationship between the users and does not result from direct involvement of the Company, and except in cases of gross negligence or willful misconduct by the Company.

9.6. Transactions Created through the Platform. Where an Organizer and a Vendor established contact, were exposed to each other, received each other's contact details, conducted negotiations, or contracted following use of the Platform, the Company shall be entitled to the fees applicable to the transaction in accordance with the relevant commercial terms, even if the completion of the transaction, engagement, or payment was executed outside the Platform, provided that the initial contact between the parties was established through the Platform within 12 months preceding the completion of the transaction. The User undertakes to report to the Company any such transaction within 30 days of its execution. Breach of this section shall entitle the Company to the full fee applicable to the transaction plus compensation for reasonable enforcement expenses actually incurred.

10. User Content

10.1. Ownership. You retain all rights in the content you upload to the Platform (including photos, texts, reviews, and any other material) (hereinafter: "User Content").

10.2. License to the Company. By uploading User Content to the Platform, you grant the Company a non-exclusive, royalty-free, transferable, and sub-licensable license to use, process, store, display, and distribute the User Content solely for the purpose of operating the Platform and providing the Services.

10.3. Responsibility for Content. You are responsible for all content you upload to the Platform and declare that:

• (a) You possess all rights required to publish the content;
• (b) The content does not infringe any third-party rights, including copyrights, privacy, reputation, and publicity;
• (c) The content is not illegal, offensive, misleading, threatening, defamatory, pornographic, or invasive of personal privacy.

10.4. Removal of Content. The Company may, at its sole discretion, remove any User Content that does not comply with these Terms of Use or that is found to be offensive, illegal, or inappropriate. To the extent possible, a notification regarding the removal of content will be sent to the user, unless this is not possible under the circumstances.

11. Intellectual Property

11.1. Company Property. All rights in the Platform, including design, code, content, trademarks, logos, trade names, patents, trade secrets, and any other intellectual property, belong to the Company or to those from whom the Company received a license. Nothing in these Terms of Use shall be construed as granting you any right in the Company's intellectual property.

11.2. Permitted Use. The Company grants you a limited, personal (for Organizers) or limited business (for Vendors), non-exclusive, non-transferable license to use the Platform in accordance with these Terms of Use and solely for the purposes specified therein.

11.3. Restrictions. It is prohibited to:

• (a) Copy, reproduce, modify, distribute, sell, or commercially exploit any part of the Platform without explicit written permission from the Company;
• (b) Reverse engineer, decompile, or attempt to extract the source code of the Platform;
• (c) Use automated tools (bots, scrapers, etc.) to access the Platform.

12. Use Restrictions

12.1. It is strictly prohibited to use the Platform for any of the following purposes:

• (a) Any illegal activity, including fraud, forgery, money laundering, or any other criminal offense;
• (b) Infringing the privacy, reputation, or other rights of other users;
• (c) Distributing offensive, racist, threatening, harassing, pornographic, or illegal content;
• (d) Impersonating another person, the Company, or another entity;
• (e) Distributing viruses, malware, or any other harmful code;
• (f) Attempting to access without authorization other users' accounts or the Company's systems;
• (g) Publishing false or misleading reviews;
• (h) Any use that may impair the functioning of the Platform, its servers, or its infrastructure.

13. Privacy

13.1. The Company is committed to protecting user privacy. Use of the Platform is subject to the Company's Privacy Policy appearing at the following link: therunup.ai/privacy, which forms an integral part of these Terms of Use and details how the Company collects, processes, and shares personal information.

13.2. Please note: The Platform makes use of artificial intelligence technologies, including biometric face recognition for the photo gallery service, and voice call processing. Further details are specified in the Privacy Policy.

14. Limitation of Liability

14.1. The Platform "As Is". The Platform is provided "AS IS" and "AS AVAILABLE", without any warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, completeness, or non-infringement.

14.2. Company Liability. Without derogating from the foregoing, the Company shall not bear any liability for indirect, incidental, special, punitive, or consequential damages resulting from:

• (a) The use of the Platform or the inability to use it;
• (b) Services provided by vendors found through the Platform;
• (c) Content published by other users;
• (d) Actions or recommendations of Evie;
• (e) Unauthorized access to your account;
• (f) Any modification, suspension, or discontinuation of the Platform;
• (g) Vendor ratings, recommendations, matching mechanisms, lead scoring, search results, or any other output based on algorithms, artificial intelligence, or automated systems.

14.3. Liability Cap. Without derogating from the foregoing, to the extent the Company is found liable for any direct damage, its cumulative liability shall not exceed the amount paid by the user to the Company during the 12 months preceding the event giving rise to liability.

14.4. Exceptions. The provisions of this section shall not apply to damage caused due to gross negligence or willful misconduct of the Company, and to the extent that Israeli law does not permit such limitation of liability.

15. Indemnification

You undertake to indemnify the Company, its directors, employees, partners, and agents in respect of any claim, damage, loss, cost, and reasonable expense (including reasonable attorneys' fees) resulting from: (a) your breach of these Terms of Use; (b) content you uploaded to the Platform; (c) your violation of any third-party rights; (d) your illegal use of the Platform — provided that the Company acted reasonably to mitigate the damage and informs you as soon as possible of any such claim.

16. Links to External Sites

The Platform may include links to external sites and services. These links are provided for your convenience only. The Company is not responsible for the content, privacy, or practices of external sites, and does not recommend them. Access to external sites is at your sole risk.

17. Changes in the Service and Termination

17.1. Changes. The Company may change, suspend, or discontinue any part of the Platform at any time, at its sole discretion. In the event of a material change that may impair a service a user relies upon, reasonable advance notice will be given as far as possible under the circumstances.

17.2. Account Termination by the User. You may close your account at any time via the account settings on the Platform. Closing the account will not exempt you from obligations created prior to the closure.

17.3. Account Termination by the Company.

• (a) Termination for Breach: In the event of a breach of these Terms of Use, offensive behavior toward other users, or illegal activity, the Company may suspend or cancel your account immediately and without prior notice.
• (b) Termination Not for Breach: In the event of account termination for a reason other than breach, the user will be given at least 30 days' prior notice, during which the user can export his data and settle active transactions.
• (c) In any case of account termination, the Company will act in accordance with applicable law regarding the retention and deletion of user data.

17.4. Effect of Termination. Upon termination of the account, your authorization to use the Platform shall expire. The provisions of these Terms of Use which by their nature are intended to apply also after termination (including limitation of liability, indemnification, and intellectual property) shall remain in force.

17.5. Force Majeure. The Company shall not bear liability for delay, disruption, downtime, impairment, or unavailability of the Platform or any part thereof resulting from circumstances beyond its reasonable control, including war, hostilities, military reserve call-ups, cyber attacks, communication failures, power outages, strikes, natural disasters, epidemics, instructions of a competent authority, failure of cloud and infrastructure service providers, or any other circumstance beyond the Company's reasonable control.

18. Governing Law and Jurisdiction

18.1. These Terms of Use shall be construed and applied in accordance with the laws of the State of Israel, without giving effect to conflict of law principles.

18.2. Any dispute arising out of or related to these Terms of Use shall be brought for discussion in the competent courts in the Tel Aviv-Yafo district, and you consent to the exclusive jurisdiction of these courts.

19. Miscellaneous

19.1. Entire Agreement. These Terms of Use, together with the Privacy Policy and any separate agreement signed between you and the Company (such as a vendor agreement), constitute the entire agreement between you and the Company regarding the use of the Platform.

19.2. Waiver. The Company's failure to exercise any right shall not be deemed a waiver of such right.

19.3. Severability. If any provision of these Terms of Use is held to be void or unenforceable, the remaining provisions shall remain in full force and effect.

19.4. Assignment of Rights. You are not permitted to assign your rights or obligations under these Terms of Use without the Company's prior written consent. The Company may assign its rights and obligations to any entity, including in the framework of a merger, acquisition, or sale of assets, provided that the transferee entity assumes the obligations toward the users under these Terms of Use.

19.5. Language. These Terms of Use were drafted in Hebrew. In the event of a conflict between a version in another language and the Hebrew version, the Hebrew version shall prevail.

20. Contact Us

For any question, inquiry, or complaint regarding these Terms of Use, you can contact us:

The Runup LTD (דהראנאפ בע"מ), Company No. 517340683

20 HaRakevet Street, Jerusalem 9314610, Israel

Email: info@therunup.ai | Phone: 053-451-3365 | Website: therunup.ai