Last updated: 13/11/2025

EXHIBIT A - SERVICES AGREEMENT

1. Subscription to Service.

This Services Agreement, including its exhibits (“Agreement”), constitutes binding terms by and between IO River Ltd. (“Company”) and the entity executing the corresponding Order Form (“Customer”) (each, a “Party” and collectively, the “Parties”). By signing the Order Form, Customer acknowledges these terms and represents that it has fully read and understood and agrees to be bound by this Agreement (the date of such occurrence being the “Effective Date”). Customer may use the Services (as defined below) subject to the terms below. If Customer has purchased the license granted hereunder from a partner, reseller or distributor authorized by Company (“Partner”), to the extent there is any conflict between this Agreement and the agreement entered between Customer and the respective Partner, including any purchase order (“Partner Order Form”), then, as between Customer and Company, this Agreement shall prevail. Any rights granted to Customer in such Partner Order Form that are not contained in this Agreement apply only in connection with such Partner. In that case, Customer must seek redress or realization or enforcement of such rights solely with such Partner and not Company.

1.1 Access Right

Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right to remotely access (i.e. on a SaaS basis) and/or use Company’s software-as-a-service (SaaS) solution (including any module, software, tool, functionality, or feature of the Service) (“Solution”), during the Subscription Term (as defined in the Order Form), solely for Customer’s internal business purposes. Unless otherwise indicated, the term “Solution” also includes any redistributable components and any appliance and any manual or documentation (“Documentation”) provided or made available to Customer in connection with the operation of the Solution. Customer may only use the Solution in accordance with the Documentation, subject to the use limitations specified in this Agreement, the Order Form or Partner Order Form (if purchased via Partner) and applicable laws and regulations. Customer shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Solution, for ensuring their compatibility with the Solution.

1.2 Additional Purchases

Purchases of access to additional features and/or purchases of additional volume under the Order Form (collectively, “Additional Purchases”), shall be made by a mutually signed written addendum to the Order Form or by executing a new order form, in each case according to the pricing agreed between the Parties (or the pricing pre-agreed in the Order Form, if any). If Additional Purchases take effect during a Subscription Term, the Fees (as defined below) and the term therefor will be prorated to be coterminous with said Subscription Term.

1.3 Support Services

In addition to the above-mentioned access right, during the Subscription Term and subject to the payment of the applicable Fees, Company will provide Customer with reasonable assistance, support, consulting and training services for the Solution via telephone or email, to answer any questions or concerns relating to the Solution. The support services may be performed by Company and/or Company’s certified third party providers. Company shall be responsible for such service providers’ performance of the support services. The Solution and the services provided under this Section and, if applicable, Professional Services shall be referred collectively as the “Services”.

1.4 Professional Services

In the event Customer wishes to receive any additional services from the Company which are not included hereunder (“Professional Services”), Customer shall send a request to the Company in writing, and subject to the Company’s written consent, in its sole discretion, such professional Services shall be set out in sequential Statements of Work to this Agreement, negotiated and executed by both Parties (each, an “SOW”). Professional Services shall be charged in accordance with the fees and payment terms specified within the applicable SOW. Each SOW is hereby deemed incorporated into this Agreement by reference. To the extent of any conflict between this Agreement and a respective SOW, this Agreement shall prevail, unless and to the extent that the SOW expressly states otherwise. 1.5 Hosting Provider and other Third Party Services. The Services are hosted by a third party hosting services provider selected by Company (currently Amazon Web Service) ("Hosting Provider"), and accordingly the availability of the Service shall be in accordance with the Hosting Provider's then-current uptime commitments.

1.5 Hosting Provider and other Third Party Services

The Services are hosted by a third party hosting services provider selected by Company (currently Amazon Web Service) ("Hosting Provider"), and accordingly the availability of the Service shall be in accordance with the Hosting Provider's then-current uptime commitments.

2. Use of the Services

In order to access the Solution, Customer and/or Customer’s explicitly authorized employees (each, a “User”) may be required to set up an administrative account (“Account”). Customer warrants and represents that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Customer will ensure that the Users keep the Account login details secure at all times and comply with the terms of this Agreement. Customer shall be liable for all activities of its Users and all activities that occur under or in its Account and will be fully responsible for any breach of this Agreement by a User. Unauthorized access or use of the Account and/or Solution must be immediately reported to the Company.

3. Fees

3.1 Fees

The Services are conditioned on Customer’s payment in full of the applicable subscription fees set forth in the Order Form and/or SOW (“Fees”). If Customer purchased the subscription via a Partner, the Services are subject to the full payment of the applicable fees as set forth in the Partner Order Form between Customer and the respective Partner. All payments shall be made directly to Partner, as agreed between Customer and Partner. Following the Initial Subscription Term, Company reservesthe right to change its fees at any time, and Customer shall be informed of such changes via an email and/or notification on the Solution prior to such changes (“Notification”). Should Customer not agree to the price changes, Customer sole remedy is to contact Company directly and to request to terminate its use of the Services prior to the effective date of the price changes as shall be detailed in the Notification.

3.2 General

Unless expressly stated otherwise in the Order Form: (a) all Fees are stated, and are to be paid, in U.S. Dollars; (b) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; (c) all Fees are payable, and shall be invoiced, in advance, and shall be paid within 30 days of receipt of invoice; and (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of 1.5% per month and the highest amount permitted by applicable law. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties, which shall be borne and paid by Customer. If any such tax or duty has to be withheld or deducted from any payment under this Agreement, Customer shall gross up the payment under this Agreement by the amount to ensure that after such withholding or deduction, the Company shall receive a net amount equal to the full amount of the relevant price had the payment not been subject to tax withholding.

3.3 Suspension

Company reserves the right to temporarily suspend provision of Services: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Company deems such suspension necessary as a result of Customer’s breach under Section ‎4 (Prohibited Uses); or (c) as required by law or at the request of governmental entities.

4. Prohibited Uses

Except as expressly permitted otherwise under this Agreement, without the prior written consent of the Company, Customer shall not, and shall not allow any User, or any third party to, directly or indirectly: (i) copy, modify, create derivative works of, make available or distribute, publically perform, or display any part of the Solution (including by incorporation into its products), or use the Services to develop any service or product that is the same as (or substantially similar to) it; (ii) sell, license, lease, assign, transfer, pledge, rent, sublicense, or share Customer’s rights under this Agreement with any third party (including but not limited to offering the Solution as part of a time-sharing, outsourcing or service bureau environment); (iii) disclose the results of any testing or benchmarking of the Solution to any third party; (iv) disassemble, decompile, decrypt, reverse engineer, extract, or otherwise attempt to discover the Solution’s source code or non-literal aspects; or (v) remove or alter any trademarks or other proprietary right notices displayed on or in the Solution; (vi) circumvent, disable or otherwise interfere with security-related features of the Solution or features that enforce use limitations; (vii) export, make available or use the Services in any manner prohibited by applicable laws; (viii) store or transmit any malicious code (i.e., Solution viruses, Trojan horses, worms, robots, malware, spyware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Services; (ix) use any “open source” or “copyleft software” in a manner that would require the Company to disclose the source code of the Solution to any third party; and/or (x) use the Solution in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights.

5. Mutual Warranties

Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.

6. Intellectual Property Rights

6.1 As between the Parties, Company is, and shall be, the sole and exclusive owner of all right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to (a) the Solution and all related Documentation and intellectual property; (b) any and all improvements, derivative works, and/or modifications of/to the foregoing, regardless of inventorship or authorship; and (c) any other deliverables and/or services which may be provided by Company hereunder, including the Professional Services. Customer shall make, and hereby irrevocably makes, all assignments necessary or reasonably requested by Company to ensure and/or provide Company the ownership rights set forth in this Section. This Agreement does not convey to Customer any interest in or to the Solution other than a limited right to use the Solution in accordance with Section 1.1. Nothing herein constitutes a waiver of Company’s intellectual property rights under any law.

6.2 If Company receives any feedback (which may consist of questions, comments, suggestions or the like) regarding any of the Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback, shall belong exclusively to Company and the Feedback shall be considered Company’s Confidential Information (as defined below). Customer represents that it is free to provide the Feedback and that it shall not knowingly provide Company with Feedback that infringes upon third parties’ intellectual property rights. Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that the use of the Feedback, if any, may be made by Company at its sole discretion and that Company in no way shall be obliged to make use of the Feedback.

6.3 Any anonymous information which is derived from the use of the Solution (i.e., metadata, aggregated and/or analytics information) which is not personally identifiable information (“Analytics Information”) may be used for providing the Services for development and/or for statistical purposes. Such Analytics Information is the Company’s exclusive property.

6.4 As between the Parties, Customer is, and shall be, the sole and exclusive owner of all data and information inputted or uploaded to the Service by Customer (“Customer Data”). Customer represents warrants and covenants that: (i) it has obtained and will maintain all required consents and licenses and will maintain all ongoing legal bases (if applicable), necessary to provide, make available, and otherwise expose Customer Data to Company, its affiliates, the Hosting Provider and their respective personnel and has acted in compliance with any and all applicable privacy laws, including, without limitation privacy laws, as to allow Company such other representatives to receive, transfer and use the Customer Data in order to perform the Services. Company may, however, be required to disclose the Customer Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; or (b) to collect, store, transfer, and/or process the Customer Data through Company’s affiliates, subsidiaries, third-party service providers and vendors as reasonable necessary to provide the Services.

7. Personal Data

To the extent that Customer needs a data processing agreement, Customer shall request Company to provide it with Company’s Data Processing Agreement (“DPA”) and shall return such DPA signed to Company as described therein. The DPA shall be deemed as an Exhibit to this Agreement.

8. Third Party Components

The Solution may use or include third-party open source software, files, libraries or components that may be distributed to Customer and are subject to third party open source license terms. A list of such components may be updated from time to time by the Company. Requests for receiving such open source list and their respective license terms may be forwarded to info@ioriver.io .If there is a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software. Company makes no warranty or indemnity hereunder with respect to any third party open source software.

9. Confidentiality

Each Party may have access to certain non-public information of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. The receiving Party’s obligations under this Section ‎8, with respect to any Confidential Information of the disclosing Party, shall not apply to and/or shall terminate if such information: (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 has become, generally available to the public; or (d) was independently developed by the receiving Party without access to, use of, or reliance on, the disclosing Party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for the performance of its obligations under this Agreement (“Permitted Use”). The receiving Party shall only permit access to the disclosing Party’s Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving Party containing terms at least as restrictive as those contained herein; or (ii) are otherwise bound by a duty of confidentiality to the receiving Party at least as restrictive as the terms set forth herein; in any event, the receiving Party shall remain liable for any acts and/or omissions of such persons. The receiving Party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing Party in writing of such required disclosure to enable disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing Party in connection therewith. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.

10. DISCLAIMER OF WARRANTIES

Company represents and warrants that (a) to the Company’s knowledge, the Solution does not infringe upon the proprietary right of a third party; and (b) under normal authorized use, the Solution shall substantially perform in conformance with its Documentation. As Customer’s sole and exclusive remedy and Company’s sole liability for breach of the warranty under Sub-Section 9(b), Company shall use commercially reasonable efforts to repair the Solution. The warranty set forth herein shall not apply if the failure of the Solution results from or is otherwise attributable to: (i) repair, maintenance ormodification of the Solution by persons other than Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Solution; (iii) use of the Solution other than in accordance with the Documentation; or (iv) the combination of the Solution with equipment or software not authorized or provided by Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING PROFESSIONAL SERVICES) AND ANY OUTPUT WHICH MAY BE PROVIDED BY COMPANY HEREUNDER, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DOES NOT WARRANT THAT: (I) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; AND/OR (II) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION ‎5 AND THIS SECTION ‎9, THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO THE CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

11. LIMITATION OF LIABILITY

WITHOUT DEROGATING FROM COMPANY’S INDEMNIFICATION OBLIGATION UNDER SECTION ‎‎11 AND EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, WILLFUL MISCONDUCT, AND/OR CUSTOMER’S MISAPPROPRIATION OR OTHERWISE VIOLATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING VIOLATION OF THE PROHIBITED USES BY CUSTOMER): (I) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, PROFITS, DATA, OR DATA USE, OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; (II) EITHER PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO COMPANY BY CUSTOMER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

12. Indemnification

12.1 Company agrees to defend and hold harmless the Customer, at its expense, from and against any third party action or suit brought against Customer alleging that the Solution, when used as permitted under this Agreement, infringes intellectual property rights of a third party (“IP Infringement Claim”); and Company will pay any damages finally awarded by the court against Customer that are attributable to any such IP Infringement Claim, provided that (i) Customer promptly notifies Company in writing of such claim; and (ii) Customer grants Company the sole authority to handle the defense or settlement of any such claim and provides Company with all reasonable information and assistance inconnection therewith, at Company’s expense. Company will not be bound by any settlement that Customer enters into without Company’s prior written consent.

12.2 If the Solution becomes, or in Company’s opinion is likely to become, the subject of an IP Infringement Claim, then Company may, at its sole discretion: (a) procure for Customer the right to continue using the Solution; (b) replace or modify the Solution to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Company’s reasonable efforts, then Company may terminate this Agreement upon written notice to Customer, and Customer shall be entitled to receive a pro-rated refund of any prepaid Fees to Company by Customer under such based on the remaining period of the Subscription Term.

12.3 Notwithstanding the foregoing, Company shall have no responsibility for IP Infringement Claims resulting from or based on: (i) Company’s compliance with Customer’s instructions or specification; (ii) combination or use of the Solution with equipment, devices or software not supplied by Company or not in accordance with the Documentation; (iii) modifications to the Solution made by a party other than the Company or its designee; or (iv) Customer’s failure to implement software updates provided by the Company specifically to avoid the infringement.

12.4. This Section ‎11 states the Company’s entire liability, and Customer’s exclusive remedy, for any IP Infringement Claim or alleged or actual infringement.

13. Term and Termination

13.1 Term

This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue in full force and effect until for the duration of the initial subscription term specified in the Order Form.

13.2 Termination for Breach

Each Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within 30 days after receipt of written notice specifying the material breach.

13.3 Termination for Bankruptcy

Each Party may terminate this Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (a) a receiver is appointed for the other Party or its property, which appointment is not dismissed within 60 days; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within 60 days; or (d) the other Party is liquidating, dissolving or ceasing normal business operations.

13.4 Effect of Termination; Survival

Upon expiration or termination of this Agreement for any reason: (a) each Party shall promptlyreturn or destroy (as directed) all Confidential Information received from the other Party, and all copies thereof; and (b) Customer shall: (i) immediately cease all access and use of the Services thereunder; (ii) return the Solution and all copies thereof, as well as the related Documentation in its possession or control, to Company; and (iii) erase or otherwise destroy all copies of the Solution in its possession, which are fixed or resident in the memory or hard disks of its devices. Following termination, all outstanding Fees and other charges that accrued as of termination will become immediately due and payable, and if necessary, Company shall issue a final invoice therefor. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement (including but not limited to “Intellectual Property Right”, “Confidentiality”, “Limitation of Liability” and “Miscellaneous”) shall so survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

14. Customer Reference

Company may use the trademarks, service marks, trade names, service names, logos or other brand designations of Customer in any promotional material or other public announcement or disclosure to identify Customer as a customer of Company or user of the Solution, on Company’s website, marketing materials or otherwise. Upon Customer’s written request Company will remove such reference.

15. Miscellaneous

This Agreement and a duly executed Order Form signed by the Company, represents the entire agreement between the Parties concerning the subject matter hereof, replaces all prior and contemporaneous oral or written understandings and statements, and may be amended only by a written agreement executed by both Parties. In the event of any inconsistencies between this Agreement and the terms of any duly executed Order Form signed by the Company, the terms of the Order Form shall prevail. Any terms and conditions printed, or linked to, within any Customer’s purchase order which are in addition to and/or inconsistent with the terms and conditions of this Agreement, shall be of no effect. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach shall not be deemed a waiver by that Party as to subsequent enforcement or actions in the event of future breaches. Any waiver granted hereunder must be in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable. Except as stated otherwise herein, this Agreement is for the sole benefit of the Parties hereto and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by Company in connection with a merger, consolidation, sale of all of the equity interests of Company, or a sale of all or substantially all of the assets of the Company to which this Agreement relates. Without derogating from and subject to the abovementioned, this Agreement will bind and benefit each Party and its respective successors and assigns. This Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts of the city of Tel Aviv-Jaffa shall have exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction in order to protect its proprietary rights. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party. Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of Company including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, riot, acts of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Company. Notices to either Party shall be deemed given (a) 4 business days after being mailed by airmail, postage prepaid, (b) the same business day, if dispatched by facsimile or electronic mail before 13:00 hour (Israel time) and the sender receives acknowledgment of receipt; or (c) the next business day if dispatched by facsimile or electronic mail after the hour 13:00 (Israel time) and the sender receives acknowledgment of receipt. This Agreement may be executed in electronic counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.