Dex

Terms of Service

Last updated: April 1st, 2026

These Terms of Service, as amended from time to time, (these “Terms”) constitute a legally binding agreement between SysAid Technologies Ltd. (including its subsidiaries and affiliates, where applicable), which operates DEX services (the “us”, “our”, “we”, “Company”) and the user accepting these Terms (the “Customer”, "You"). These Terms govern the manner in which the Customer and its permitted Users (as defined below) may use and access the Company’s generative AI service platform (available via the Company's website at https://DEX365.ai/ and https://DEX33.ai/) and any other services that made available through the Platform (the “Platform” and "Website" respectively), which is provided on a Software-as-a-Service subscription based model. Billing and Subscription plans are outlined in the attached Exhibit A.

Use of the Platform by the Customer constitutes acceptance of these Terms. If a user accepts the Terms on behalf of an entity, it must have the legal authority to accept these legally binding Terms on its behalf.

The Platform; Right to Access and Use

Right to Use

Subject to Customer’s compliance with these Terms and Conditions, Company, during the relevant Subscription Term (as defined below), hereby grants Customer and, if applicable, its permitted Users, a limited, non-exclusive, non-transferable right to access and use the Platform in accordance with the applicable documentation and user guides (“Company Documents”) and in each case solely for Customer’s internal business use “Subscription"). Notwithstanding the foregoing, where Customer operates as a managed service provider (“MSP”), Customer may use the Platform to provide managed services to its own clients, provided that such use is solely for the benefit of those clients and in accordance with these Terms. Customer shall remain responsible for all use of the Platform by its clients and end users.

Modification or Discontinuation of the Platform

The Company may change or update the Platform and Website  (and any services provided therein) at any time, including, without limitation, the availability of any feature, content or database, and it may impose limitations or restrictions on certain features and services or discontinue any or all parts of the Platform or Website with or without notice.

Use and Credit Limits

Customer's use of the Platform may be subject to usage limits, including a maximum number of users and/or credits (as defined in Exhibit A), depending on the Customer's selected Subscription Plan. The Company may change such limitations from time to time by notification or by updating the plans and pricing page. Exceeding the limitations may incur excess charges, which will be added to Customer's Fees, provided that Customer may also elect to pre-purchase additional credits from the Company at the rates determined by the Company, from time to time.

Trial Service; Pre-Released Services

The Company may offer, from time to time, some or all of its services on free trial versions (“Trial Service”/ “Freemium”). The Company reserves the right to modify, cancel and/or limit each Trial Service at any time and without liability. In addition, the Company may offer certain services in an alpha or beta version (the “Pre-Released Services”) and will use reasonable effort to identify the Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such, they may be incomplete, may contain bugs, suffer disruptions and not operate as intended and designated more than usual.

Governing Terms of Trial Services and Pre-released Services

The Trial Services and Pre-Released Services (both referred to as “Services”) are governed by these Terms without derogating from the general disclaimers and limitations set forth herein, the following shall also apply specifically with respect to such Services: (i) TRIAL SERVICES AND PRE-RELEASED SERVICES ARE MADE AVAILABLE HEREUNDER ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND; AND (ii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, EXCEED US$100 (one hundred US Dollars). The Company makes no promises that any Trial Services and/or Pre-Released Services will be made available to the Customer and/or generally available.

Support

Our support under these Terms is limited to providing offline documentation (“Basic Support”). No other support services are included unless expressly agreed in writing.

Restricted Use

You may not, and may not allow any third party to: (a) reverse engineer, decompile, or otherwise attempt to derive the source code or underlying structure of the Services; (b) copy, frame, mirror, or create derivative works from the Services; (c) sell, sublicense, transfer, distribute, or otherwise make the Services available to any third party or use them other than for your internal business purposes; (d) remove or obscure proprietary notices; (e) upload malicious code or unlawful, infringing, or harmful content; (f) disrupt, overload, or interfere with the Services or their security features; (g) use the Services unlawfully, in breach of these Terms, or to develop a competing product; or (h) use the Services if You are not legally authorized to enter into these Terms. You will indemnify and hold SysAid harmless from damages arising from any breach of this Section.

Users and Accounts

In order to use the Platform, Customer must register and create an account (an “Account”), for each user authorized and designated by the Customer as a user of the Platform under Customer’s account (each, a “User”). Customer is responsible for providing the Company with accurate, complete, and updated registration information for each User. Customer shall: (a) not allow anyone other than Users to access and use the Account; (b) not register an Account via automated means; (c) keep, and ensure that Users keep all Account credentials and access measures secure at all times; (d) ensure that the login details for each User may only be used by that User, and that multiple individuals may not share the same login details; and (e) promptly notify the Company in writing if Customer becomes aware of any unauthorized access or use of Customer’s Account; (f) provide Company with all reasonable cooperation in relation to these Terms, and shall comply in a timely and efficient manner, and be responsible and liable for the Users’ compliance with these Terms, and all applicable laws and regulations.

Customer Responsibilities

You are solely responsible for obtaining or providing Internet service, telephone and computer equipment, and any other hardware and software necessary to access or connect with the Services. SysAid shall not be responsible or liable for network-related problems affecting the operation of the Services and Internet and network configuration changes may affect the Service’s performance and accessibility. You acknowledge that use of the Platform may result in changes to the configuration of Your environment, including applications and hardware, and You assume full responsibility for such changes and waive any related claims against SysAid. You shall notify SysAid immediately of any unauthorized use of any password or account or any other known or suspected breach of security, and use reasonable efforts to immediately stop unauthorized copying or distribution of content known or suspected by You. You are responsible for your and your Users’ actions when using the Services which (1) are in breach of any applicable law; (2) constitutes a breach of these Terms; (3) are in violation of any rights of any third party; and (4) warrant that You have obtained all licenses, rights and permissions necessary for the provision to and use by SysAid of your Data under these Terms.

SSO Registration

Customer may be provided with the ability to register an Account by logging into its account with certain third-party service accounts (“SSO”) including, but not limited to Microsoft SSO and Google SSO and AWS email authentication (each such account, an “SSO Account”), by either: (i) providing Customer's SSO Account login information to the Company through the Platform; or (ii) allowing the Company to access the SSO Account, as permitted under the applicable terms and conditions that govern Customer's use of the SSO Account. By registering an Account through an SSO, Customer represent that it is entitled to disclose Customer's SSO Account login information to the Company and/or grant the Company access to the SSO Account, without breach by Customer of any of the terms and conditions governing Customer's use of the SSO Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by the SSO service provider.

Customer Data

While using the Platform, Customer and/or its Users may upload or transfer data, information or other materials to the Platform to be processed by the Platform on the Customer’s behalf, including Input Data (as defined below) (collectively, the “Customer Data”). As between the Customer and the Company, all rights in the Customer Data shall remain with the Customer.

License to Customer Data

Customer hereby grants the Company and Third-Party Service Providers involved in the provision of the Platform hereunder an irrevocable, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, modify, translate, process, copy, download, store, distribute, display, publish and prepare derivative works of the Customer Data during the Subscription Term, for the purpose of maintaining and providing the Platform and the Services pursuant to the Terms (including the creation of Generated Output), to enforce Company's rights and obligations under these Terms and to satisfy any requirement under applicable law, regulation, legal process, subpoena or governmental request.

Responsibility for Customer Data

Customer represents and warrants that: (i) it has all rights and permissions to provide Customer Data/Input Data and grant the Company the license in the “License to Customer Data” section, without infringing any third-party rights; (ii) its data and use of the Platform comply with all applicable laws and governing terms; and (iii) it will not provide sensitive data subject to special legal protections (e.g., PHI or payment card data) unless expressly agreed in writing. The Company has no obligation to monitor Customer Data, but may do so at its discretion, primarily for the purposes of services and improvements.

Intellectual Property and Right to Use

All intellectual property rights, title and interest in and to the Platform or any portion thereof, and all corrections, modifications, enhancements and derivatives, including data related to your usage, and all other rights therein are and shall remain the sole and exclusive property of SysAid; all rights not expressly granted hereunder are reserved by SysAid. For the avoidance of doubt, “SysAid” and “SysAid DEX” are trademarks of SysAid; all other trademarks, service marks, product names and company names, if any, referenced in the Platform, are the intellectual property of their respective owners and no right, license, or interest is granted hereunder. You shall retain all rights, title and interest in and to your data. Any error and bug reports, ideas, requests, recommendations, comments, concepts, paid custom developments and other suggestions (collectively “Feedback”) that You provide to SysAid, will be solely owned by SysAid. SysAid may freely use, disclose, license, and distribute any Feedback in any manner without any obligation, royalty or restriction, provided You are not identified in connection with any such Feedback without your consent.

Privacy

You acknowledge and agree that your access and use of the Platform, including, without limitation, any information transmitted to or stored on the Platform, is subject to SysAid’s privacy policy.. You acknowledge that the use of the Services may involve processing of personal information about your permitted users and other third parties (“Personal Information”) and You shall be responsible for having all necessary rights to collect and process and allow for collection and processing of such Personal Information. For clarity, SysAid will use your personal information as follows:

Personal Information Accessed: As part of our provision of the Platform and Services to you, we will access your full name, phone number, business email address, company name, comments/messages, as well as any other Personal Information that you decide to provide us with, your Google log-in credentials or other credentials used to log in to our Platform. We also use analytics tools, cookies and log files on our website and Platform which collect Personal Information such as IP address, pages clicked, search and browser history, and device information, session durations, user patter of your use of the Website, the frequency and scope of your use of our website and Platform and information about your computer and internet connection, including the operating system you use and browser type.

Use of your Personal Information: We use your Personal Information for the following purposes:

  • To register your account, enable you to login and use the SysAid Community, to communicate with you, and to send you marketing communications.
  • To analyze use trends of the Platform, maintain and improve the functionality of the Website and marketing and promotional efforts; we may also share certain of this information with third parties.
  • To respond to your questions, comments, and other requests for ongoing customer assistance, technical support and maintenance of the website and Platform, to better understand your needs, both on an aggregated and individualized basis, in order to further develop, customize and improve our Platform based on users’ preferences, experiences and difficulties, to communicate with you and contact you to obtain feedback from you regarding the Website and demo, to establish a business relationship with you.

Sharing your Personal Information. We share your Personal Information as follows:

  • With our hosting providers.
  • With our service providers and business partners with whom we jointly offer products or Services as well as in order to allow them to provide customer support.
  • With our affiliated companies, staff and other entities within our group.
  • To the extent necessary, with regulators, courts or competent authorities, to comply with applicable laws, regulations and rules (including, without limitation, federal, state or local laws), and requests of law enforcement, regulatory and other governmental agencies or if required to do so by court order;
  • If, in the future, we sell or transfer, or we consider selling or transferring, some or all of our business, shares or assets to a third party, we may disclose your personal information to such third party (whether actual or potential) in connection with the foregoing events; and/or
  • In the event that we are acquired by, or merged with, a third party entity, or in the event of bankruptcy or a comparable event, we may transfer, disclose or assign your personal information in connection with the foregoing events, including, in connection with, or during negotiations of, any merger, sale of company assets, consolidation or restructuring, financing, or acquisition of all or a portion of our business by or to another company; and/or
  • Where you have provided your consent to us sharing or transferring your Personal Data (e.g., where you provide us with marketing consents or opt-in to optional additional services or functionality).

Security and Retention:

  • Security. We have implemented appropriate technical, organizational and security measures designed to protect your personal data. In line with GDPR, appropriate measures are assessed in terms of a variety of factors including the sensitivity of the data, the risks to individuals associated with any security breach, state of the art technologies, and the nature of the processing. These measures include data anonymization in problem investigation/resolution and encryption. Regular testing of the effectiveness of all security measures is a continuous process. However, please note that we cannot guarantee that the information will not be compromised as a result of unauthorized penetration to our servers. As the security of information depends in part on the security of the computer, device or network you use to communicate with us and the security you use to protect your user IDs and passwords, please make sure to take appropriate measures to protect this information. For a description of our data storage, backup and security policies, please see here.
  • Retention of your personal data. In addition to the retention periods mentioned above, in some circumstances we may store your personal data for longer periods of time, for example (i) where we are required to do so in accordance with legal, regulatory, tax or accounting requirements, or (ii) for us to have an accurate record of your dealings with us in the event of any complaints or challenges, or (iii) if we reasonably believe there is a prospect of litigation relating to your personal data or dealings. We have an internal data retention policy to ensure that we do not retain your personal data perpetually.

At all times during the Term, You shall retain ownership and control of the Personal Information and may access, modify and delete Personal Information that is stored on the Platform; SysAid shall not use your Personal Information for any purpose other than for providing the Services which may include transferring data by SysAid to its affiliates and subcontractors, including transfers outside of the European Economic Area. To the extent that, in connection with SysAid performing its obligations under this Agreement, SysAid processes any Personal Data that is subject to Data Protection Laws and Regulations, as defined in the Data Processing Addendum (“DPA”), and You need a DPA, SysAid shall comply with the requirements of the processor under Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, including as implemented or adopted under the laws of the United Kingdom (“GDPR”), with respect to processing Personal Information of individuals covered by the GDPR, the terms of the DPA incorporated herein, shall apply; the DPA is viewable at DPA. With respect to your data, You shall be and act as the controller as that term is defined in the GDPR; at all times, You shall comply with all laws and regulations, including, without limitation, privacy and data protection laws and regulations permitting SysAid to use the data provided by You, controlled by You or with respect to which You are considered a data controller.

Confidentiality

The receiving party (the “Receiving Party”) agrees to use the Disclosing Party’s Confidential Information (as defined below) only in connection with the Subscription and for no other purpose, to keep such Confidential Information confidential, and not to disclose such Confidential Information to any third party, except with the Disclosing Party’s prior written consent. At all times, all right, title and interest in and to each party’s Confidential Information shall remain the property of the Disclosing Party. If disclosure of Confidential Information is required by law, the Receiving Party shall give written notice to the Disclosing Party prior to such disclosure and provide the Disclosing Party with an opportunity to take legal steps to resist or narrow such request.

“Confidential Information” means any designs and other technical, marketing, commercial and other information relating to a party’s services, pricing, business activities and/or any proprietary or confidential information disclosed pursuant to these Terms (the “Disclosing Party”), which is identified as confidential at the time of disclosure or which would reasonably be considered confidential or proprietary in nature.

Generative AI

Without detracting from the foregoing, the Platform enables the receipt of services powered by third-party generative artificial intelligence and large language models ("AI Services"). Customer acknowledges that the AI Services and their respective Third-Party Terms are outside the Company's control, but their operation may impact the use, quality and reliability of the Platform and Generated Output. Without limiting the foregoing, Customer understands that the responses provided by AI Services may contain errors and omissions or “hallucinate”. It is the Customer’s sole responsibility to verify the accuracy and relevancy of any of the AI Services’ responses.

Subscription; Payments

Fees

In consideration for your use of the Services, You shall pay SysAid the fee (“Fee“) as set forth in the selected plan (under Exhibit A) (“Plan”), which shall be fixed throughout the duration of your Initial Term.  Unless expressly stated otherwise in Exhibit A: (a) all Fees are to be paid in the currency indicated in the Plan; (b) all payments are non-refundable, non-cancellable and are without any right of set-off; (c) all Fees shall be paid within the payment period stated in the Plan and Pro-Forma Invoice; and (d) any payment not received from You when due may accrue interest on a daily basis until paid in full, at the rate of one and a half percent (1.5%) per month. You agree that in the event SysAid is unable to collect the Fees, SysAid may take any steps it deems necessary to collect such Fees and You shall be liable for all expenses associated therewith, including legal fees, relating to their collection. Customer hereby authorises the Company, either directly or through the Company's payment processing services (including Stripe), or applicable reseller or marketplace, to charge the Fees via Customer’s selected payment method, for each applicable term. Without derogating from the above-mentioned, SysAid may update its price list, from time to time, in its sole discretion and any price changes will be effective upon the commencement of your next Renewal Term.

Taxes

Unless indicated otherwise under the Plans, all amounts payable are not subject to any set off or deduction of any kind, they are exclusive of, and You are solely responsible for, all sales, use, transfer, corporate, excise, value-added, goods and service, withholding and any other taxes assessable by any jurisdiction (“Taxes”). If You are required to withhold any amounts due to applicable tax laws or regulations, You shall pay to SysAid the net amount payable to SysAid after withholding of taxes, which shall equal the amount that would have been otherwise payable under these Terms. For clarity, SysAid shall be solely responsible for taxes assessable against SysAid based on our income, property, and employees. You agree to hold SysAid harmless from all claims and liabilities arising from your failure to report or pay any applicable taxes, duties or other governmental charges.

Suspension

SysAid reserves the right to temporarily suspend the provision of the Service (a) if You fail to pay any amount due under these Terms on its due date after being notified to make such payment. SysAid will make efforts and work with You towards remediation until the reason underlying the suspension is fully cured; (b) if necessary as a result of your breach of the restrictions outlines i these Terms; (c) if SysAid reasonably determines suspension is necessary to avoid material harm to SysAid, including if the Service’s cloud infrastructure is experiencing denial of service attacks or other disruptions outside of SysAid’s control, or (d) as required by law or at the request of governmental entities.

Term

These Terms shall become effective on the date listed on billing documentation (“Effective Date”), and shall continue until your Subscription period expires (“Initial Term”). Thereafter, these Terms and your Subscription shall automatically renew for successive annual periods unless either party gives written notice to the other at least sixty (60) days prior to the end of the then-current Term (each a “Renewal Term”, and together with the Initial Term, the “Term”/ “Subscription Term”). For clarity, if your Initial Term encompasses a multi-year term of service, your first Renewal Term will commence upon the conclusion of the entire multi-year Term. Additional Services may be added during your Term to you then-current Subscription (“Additional Services“) under that Term’s pricing structure and termination date thereof, and will be effective as of the date listed on your new billing information. The Fees for the Additional Services will be prorated for the remainder of Your then-current Subscription Initial Term or Renewal Term, as applicable. You authorise SysAid (or its payment processor) to automatically charge the applicable fees and taxes to your stored payment method for each Renewal Term.

You are solely responsible for verifying that your Subscriptions renew successfully. Company will not be liable for any interruption, loss of features, or data resulting from a cancellation, failure to charge your payment method, disabled auto-renewal, or other renewal failure.

Termination

Either party may terminate these Terms (i) if the other party materially breached these Terms and such breach remains uncured upon thirty (30) days written notice or (ii) immediately, if the other party ceases doing business or is the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days of filing; Termination of the Agreement shall be in addition to and not in lieu of any equitable remedies. This and the following sections shall survive the termination of these Terms: Intellectual Property, Privacy, Confidentiality, Fees, Taxes, Warranty Disclaimer, Limitation of Liability, Indemnification, and  Miscellaneous.

Effect of Termination

The termination of the Subscription shall not relieve the Customer from its obligation to pay Fees. Except as explicitly set forth herein, upon termination, all licenses and rights granted hereunder shall immediately expire and any and all use by the Customer or the Users of the Platform shall immediately cease and expire. Customer shall immediately delete and shall not maintain any copy of any component of the Platform or Company Documents installed or saved on the Customer’s systems or environment.

Upon Customer written request made within thirty days after termination, Company will provide Customer with the Customer Data then held by Company in a standard machine-readable format. Company may retain copies of Customer Data, Input Data, and Generated Output strictly as required to comply with applicable law or within routine automated backup archives. Such retained data remains subject to Confidentiality obligations and will be securely destroyed in the ordinary course of operations. Following the thirty-day period, Company shall securely delete all active instances of Customer Data.

Representation and Warranties

You represent, warrant and covenant that: (a) You, and your Users shall not use the Services in breach of these Terms, applicable law or in a way that violates or misappropriates any third party rights (including, without limitation, privacy or intellectual property rights); and (b) You have obtained all licenses, rights, consents, permissions and legal basis necessary for the provision to, and use by, SysAid of your Data under these Terms. SysAid warrants that at the time of performance and during the Term, the Services will be performed: (1) in a workmanlike manner; (2) in accordance with generally accepted industry standards; (3) substantially in accordance with the functions described in the Documentation (4) and that SysAid will comply with all applicable laws and regulations in fulfilling its obligations under these Terms. SysAid’s warranty is conditioned upon Your use of the Services strictly in compliance with these Terms; and will be excluded in the event that any modification to the Services is made by a party other than SysAid; or if the Services were combined with other products, processes, or platforms not supplied or supported by SysAid.

Warranty Disclaimer

Except for the express limited warranties provided hereunder, You assume all responsibility for the use of the Platform, including its selection to achieve your objectives. YOUR USE OF AND RELIANCE UPON THE CONTENT DERIVED, PRODUCED OR OTHERWISE CREATED THROUGH YOUR USE OF THE PLATFORM  AND YOUR DATA IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND SYSAID SHALL HAVE NO RESPONSIBILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. IN ADDITION, SYSAID MAKES NO WARRANTY AS TO THE COMPLETENESS OR ACCURACY OF THE INFORMATION OR DATA GENERATED BY USING THE SYSAID PLATFORM BASED ON YOUR INPUTS. THE SYSAID PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY IMPLIED WARRANTIES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SYSAID DOES NOT WARRANT THAT THE SYSAID PLATFORM OR ANY SERVICES WILL BE ACCURATE AND/OR DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. YOU AGREE THAT SYSAID WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY INTERNET PROVIDERS, AS WELL AS TO ANY CHANGES IN YOUR ENVIRONMENT, INCLUDING APPLICATIONS AND HARDWARE, RESULTING FROM THE USE OF THE PLATFORM.

SYSAID FURTHER WILL NOT BE HELD RESPONSIBLE IN CASE OF EVENTS BEYOND ITS REASONABLE CONTROL, AS WELL AS FOR ANY ACTS OR OMISSIONS OF ANY THIRD-PARTY, INCLUDING USERS, OR ANY INVITEES AND/OR ATTENDEES OR ANY OF YOUR CUSTOMERS. YOU ACKNOWLEDGE THAT SYSAID ASSUMES NO RESPONSIBILITY FOR MONITORING THE SERVICES FOR INAPPROPRIATE CONTENT OR CONDUCT. Applicable law may not allow the exclusion of certain warranties, so to that extent, such exclusions may not apply. You acknowledge that the Platform may enable or assist You in accessing or using third party services solely at your own risk; your use of these services is subject to the applicable third-party terms, and You agree to comply with such terms. SysAid makes no representation and shall have no liability in relation to the content or use of, or correspondence with, any such third-party service.

Limitation of Liability

EXCEPT FOR (A) EITHER PARTY’S VIOLATION OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS, (B) VIOLATION OR BREACH OF THE OTHER PARTY’S CONFIDENTIALITY OBLIGATIONS, (C) EITHER PARTY’S WILLFUL MISCONDUCT OR (D) YOUR PAYMENT OR INDEMNIFICATION OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOOD OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) EACH PARTY’S  TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO SYSAID DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES.

Indemnification

SysAid shall indemnify You, including your officers, directors, employees and agents from any third party claim including liabilities, penalties, settlements and expenses (“Liabilities”) finally awarded by a competent court or finally settled from a copyright infringement claim, trade secret misappropriation claim, or claim of infringement of a U.S. patent directly deriving from the Services, except for claims for which SysAid is entitled to indemnification under the following sub-section, in which case SysAid shall have no obligations with respect to such claim. If a third party alleges that the Service infringes the Intellectual Property of such third party, SysAid shall, at its sole option and expense, procure for You the right to continue use of the Service, modify the Service in a manner that does not materially impair its functionality, or terminate the applicable service and refund any pre-paid fee with respect to that Service following the termination date. SysAid will have no indemnification obligation under this Section for a violation of third party Intellectual Property right if the action arises out of (a) any unauthorized use, reproduction, or distribution of the Services by You; (b) any modification or alteration of the Platform by anyone other than SysAid; (c) the use of the Services in combination with any other software or equipment, not approved in writing by SysAid; (d) use of the Services in violation of the terms of these Terms.

You shall indemnify, defend and hold SysAid, including its affiliates, harmless from any and all Liabilities arising from your use of the Services,  breach of these Terms, or violations of third-party rights.

As a condition precedent to the indemnity obligations above, the indemnified party shall provide the indemnifying party prompt notice of any such claim made against it, grant the indemnifying party control of the defense thereof, and reasonably assist in defending the claim. The indemnified party will not be bound by any settlement that the indemnifying party enters into without the indemnified party’s prior written consent, such consent not to be unreasonably withheld.

Miscellaneous

Entire Agreement. These Terms, along with the various provisions incorporated by reference, constitute the sole and entire Agreement between SysAid and You and supersede all prior discussions and representations between the Parties relating to the subject matter thereof. Neither party relies on any promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the Agreement, other than as stated in the Agreement. In the event You are upgrading, renewing or otherwise expanding your SysAid Services, then these Terms,  along with your billing information, shall supplement your previous SysAid Agreement.  Without derogating from the Fees, SysAid periodically updates its Terms, which will become effective and binding as of your Renewal Term.

Independent Parties. You and SysAid are independent Parties. Nothing in these Terms will be construed to make either Party an agent, employee, joint venturer or representative of the other Party. Neither Party shall have, or represent to have, any authority to bind the other Party or act on its behalf. Nothing in these Terms is intended or shall be construed as a third-party beneficiary agreement, nor shall these Terms confer, convey or be deemed to accord any rights to any third party.

Assignment. Neither Party may assign or otherwise transfer these Terms or any of the rights or obligations hereunder without the other Party’s prior written approval, which will not be unreasonably withheld, conditioned or delayed. Notwithstanding, either Party may assign these Terms, in their entirety upon written notice to the other Party, to an affiliate or in connection with a merger, acquisition or sale of all, or substantially all of the assigning Party’s assets, or similar transaction so long as the affiliate company is not a competitor of the other Party.

No Waiver. A Party’s waiver of a breach or default by the other Party of any provision of these Terms shall not be construed as a waiver of any successive breach or default by the other Party, nor shall a Party’s failure to exercise or enforce any right or provision of these Terms be deemed to be a waiver of such right or provision.

Severability. If any provision of these Terms is held by a court of competent jurisdiction to be unlawful, such provision shall be reformed only to the extent necessary to make it enforceable, and such reformation shall not affect the enforceability of that provision or the balance of these Terms; or if such reformation is not possible, that clause shall null and void and the remainder of these Terms shall remain in full force and effect. If any provision of these Terms is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties’ intentions and the remaining provisions will not be affected.

Amendments. Except as otherwise provided herein, any waiver, amendment or other modification of these Terms will not be effective unless in a physical writing executed by both Parties.

Governing Law and Venue. The applicable governing law provision is based on your country of your contracting party as provided here. Notwithstanding anything to the contrary, the parties may seek injunctive relief in any competent court worldwide.

Force Majeure. Neither Party will be liable for any failure or delay in performing an obligation under these Terms that is due to causes beyond its reasonable control, such as natural catastrophes, acts of terrorism or war, or governmental acts or omissions, laws or regulations (“Force Majeure Event”). In no event shall a Force Majeure Event excuse You from paying amounts due under these Terms.

Client List. You agree that we may list You as a customer and reproduce your logo and registered trademark online or in printed materials solely to indicate that You are or were a licensee or user of the Platform, unless and until You provide us with a written notice not to do so. Each Party shall retain all intellectual property rights in and to such company logo. You shall not use SysAid’s logo without SysAid’s prior written consent.

Corporate Anti-Bribery Policy and Anti-Corruption Laws, Anti-Slavery Policy and Non-Discrimination Policy. The following policies are incorporated into these Terms: Anti-Slavery Policy and Non-Discrimination Policy and Anti-bribery Policy Anti-Corruption Laws.

Notice. Notices and all other communications provided for in these Terms shall be in writing and shall be deemed to have been duly given when personally delivered or sent by email (legal@sysaid.com) if to SysAid, and the email You provided when You made the order.

EXHIBIT A

DEX BILLING AND SUBSCRIPTION TERMS

These Terms form an integral part of the DEX Terms of Services (the "DEX Agreement") between SysAid Technologies Ltd. ("SysAid") and the Customer.

1. Definitions

“Annual Seat Plan” means the annual subscription plan as defined in clause 2.2 (2) below.

“Billing Cycle” means the recurring monthly or annual subscription period applicable to the selected Subscription Plan.

“Credits” means prepaid usage units purchased under the Usage Plan at USD $2.00 per Credit.

“Seat” means an authorized user license under the Seat-Based Plan.

“Seat-Based Plan” means the subscription model requiring a minimum of ten (10) Seats.

“Stripe” means Stripe, Inc., the third-party payment processor engaged by us.

“Subscription Plan” means either the Usage Plan or the Seat-Based Plan selected by Customer.

“Usage Plan” means the monthly subscription model under which Customer prepays for Credits.

2. Subscription Plans and Pricing

2.1 Usage Plan

  • Price: USD $1.99 per Resolution Credit.
  • Billing Interval: Monthly only.
  • Minimum purchase: USD $10 (5 Credits).
  • Maximum purchase per transaction: USD $10,000 (5,000 Credits).
  • Credits must be purchased in whole units only.
  • The credits’ expiration time is 1 (one) year from their purchase.
  • Credits are non-refundable.

2.2 Seat-Based Plan

  • Monthly Plan: USD $5.00 per Seat per month; minimum ten (10) Seats.
  • Annual Plan: USD $49 per user per year; minimum ten (10) Seats. Annual Plans are charged immediately.
  • Seat additions are prorated for the remainder of the current annual plan and charged immediately.
  • Seat reductions take effect at the next Billing Cycle (not fewer than ten (10) Seats).

3. Recurring Billing Authorization

By providing a payment method and subscribing to a Subscription Plan, Customer expressly authorizes us and its payment processor, Stripe, to charge the designated payment method regularly for all applicable subscription fees, renewals, top-ups, overages, taxes, and other charges incurred under the DEX Agreement.

Customer acknowledges and agrees that the Subscription will automatically renew for successive Billing Cycles, and applicable charges will be billed automatically at the beginning of each Billing Cycle, unless the Subscription is cancelled in accordance with the DEX Agreement prior to the renewal.

  • Customer is responsible for maintaining valid and current payment information. If a payment fails, you may be notified by Stripe via a branded email, with a secure, Stripe-hosted link to allow you to update your credit card details. In case the payment is not processed within 3 business days thereafter, we may suspend or terminate access to the Services without further notice.
  • Customer’s acceptance of the DEX Agreement constitutes affirmative consent to recurring electronic billing and satisfies any requirement for written authorisation.

4. Payment Processing

All payments are processed exclusively via Stripe. By using the Services, Customer agrees to be bound by Stripe’s Services Agreement and Privacy Policy which can be found at: https://stripe.com/legal/ssa, https://stripe.com/privacy. We are not responsible for Stripe’s performance, security, or availability. All fees are exclusive of applicable taxes and are non-cancellable and non-refundable except as expressly stated in the DEX Agreement or these Terms.

5. Limitation of Liability (Billing Matters)

Notwithstanding anything to the contrary in the DEX Agreement, and to the maximum extent permitted by applicable law, our total aggregate liability arising out of or relating to billing, payment processing, subscription administration, pricing, or these Terms shall not exceed the total fees actually paid by Customer for the Services during the twelve (12) months preceding the event giving rise to the claim.

In no event shall we be liable for: Indirect, incidental, special, consequential, exemplary, or punitive damages; Loss of profits, revenue, business opportunity, goodwill, or anticipated savings; Errors, interruptions, or delays attributable to Stripe or other third-party payment processors.

6. Refund Policy

  • All fees are non-refundable.
  • No refunds for unused Credits.
  • No prorated refunds for Annual Seat Plans.
  • Upon cancellation, access continues through the end of the prepaid Billing Cycle.