Terms of Service

Last updated: July 3, 2025

This Terms of Service Agreement ("Agreement") is entered into by and between Willy Intelligence Inc., a company registered in Delaware US, with a principal place of business at 254 Chapman Rd, Ste 208 #22349, Newark, Delaware 19702 US ("WillyAI"), and you ("User"). By accessing or using WillyAI's proprietary solution ("Solution"), you agree to be bound by these terms and conditions.

Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard and disclose information that results from your use of our web pages. Please read it here: Privacy Policy.

1. Service License

Subject to the terms and conditions of this Agreement, WillyAI grants User a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable license to access and use WillyAI's proprietary solution for the sole purpose of User's internal use and evaluation of the Solution. User hereby grants WillyAI a non-exclusive, sublicensable (to contractors acting on WillyAI's behalf) license to use the User Data for the purpose of providing the services under this Agreement.

2. Solution Description

Willy AI is a software-as-a-service (SaaS) application designed to assist radiologists in medical reporting. The solution utilizes artificial intelligence (AI) and voice-to-text technology to enable users to dictate their findings and automatically generate structured radiological reports. Key features include real-time audio transcription, AI-powered report structuring, template utilization, and customization options to enhance radiologist workflow efficiency and report accuracy.

3. License Restrictions

User shall not do any of the following, in whole or in part: (i) copy or reproduce the Solution; (ii) sell, assign, lease, lend, rent, issue, sublicense, make available, or otherwise distribute to any third party, or publicly perform, display or communicate, the Solution, or otherwise use the Solution in a time-sharing, outsourcing, or service bureau environment; (iii) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects of, the Solution; (iv) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Solution; (v) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Solution, such as features that restrict or monitor use of the Solution; (vi) make a derivative work of the Solution, or use the Solution to develop any service or product that is the same as (or substantially similar to) the Solution; (vii) disclose to the public the results of any internal performance testing or benchmarking studies of or about the Solution; (viii) use, publish or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Solution; (ix) use the Solution to infringe, misappropriate or violate any third party's Intellectual Property Rights, personal rights, or any Law; or (x) access the Solution and/or its servers through or use with the Solution any unauthorized means, services or tools, including, without limitation, any data mining, robots, or similar automated means or data gathering and extraction tools.

4. Term and Termination

This Agreement commences when you first access or use the Solution and will remain in full force and effect until terminated in accordance with the terms herein. WillyAI may terminate this Agreement for convenience upon seven (7) days' prior written notice. Either Party may terminate this Agreement upon written notice to the other Party if such other Party breaches a material term or condition of this Agreement and fails to completely cure such breach within fourteen (14) days after receipt of said notice of such breach. Upon termination or expiration of this Agreement: (i) all of User's rights herein will automatically terminate; (ii) User shall immediately cease all access to and use of the Solution; and (iii) User shall immediately permanently delete or destroy any Confidential Information in its possession or under its control.

5. Confidentiality

Either Party may disclose, from time to time, Confidential Information to the other Party in the course of this Agreement. "Confidential Information" means information disclosed by one party to the other, whether in oral, visual or written form. Confidential Information shall not include information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach of the receiving party; (ii) the receiving party can demonstrate in its records to have had it rightfully in its possession prior to disclosure; (iii) the receiving party rightfully obtains it from a third party who has the right to transfer or disclose it; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of the Confidential Information. Any Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party makes best effort to provide prompt notice to enable the disclosing party to seek a protective order. WillyAI's intellectual property is deemed WillyAI Confidential Information.

6. Ownership

WillyAI and/or its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the Solution including without limitation its results and Feedback and any modifications, enhancements and derivatives thereof and all Intellectual Property Rights thereto ("WillyAI IPR"). Nothing herein contained shall be construed as granting User any right, title or interest in or to the WillyAI IPR. "Intellectual Property Rights" means any and all rights, titles, and interests in and to inventions, discoveries, works of authorship, software, technology, know-how, designs, ideas, algorithms, records, and other intellectual property, in whatever form and whether or not protectable or registrable, including without limitation patents, copyrights, trade secret rights, design rights, trademarks and similar branding rights, as well as all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of, and goodwill associated with, the foregoing rights. "Feedback" means ideas, comments, questions, suggestions, or similar feedback about the Solution and/or for improving the Solution.

7. Disclaimer of Warranties

THE SOLUTION, ANY DATA GENERATED IN CONNECTION THEREWITH AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND WillyAI DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WillyAI DOES NOT WARRANT THAT THE SOLUTION INCLUDING WITHOUT LIMITATION ITS RESULTS, ANY DATA GENERATED IN CONNECTION THEREWITH, SERVICES OR THE SERVERS ON WHICH IT IS HOSTED WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, OR ERROR-FREE OR THAT ERRORS/BUGS ARE REPRODUCIBLE OR THAT ERRORS/BUGS ARE REPAIRABLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOLUTION. THE SOLUTION IS AN AI SOLUTION AND AS SUCH THE OUTPUT IS SUSCEPTIBLE TO ERRORS AND INACCURACIES.

8. Limitation of Liability

IN NO EVENT WILL WillyAI OR ANY OF ITS AFFILIATES BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, FOR ANY LIABILITY WHATSOEVER, INCLUDING WITHOUT LIMITATION: (A) ANY DIRECT, CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) EVEN IF WillyAI OR ONE OF ITS AFFILIATES HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (B) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE AND STRICT LIABILITY).

9. General

Entire Agreement; Amendment. This Agreement represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes and replaces any and all prior and contemporaneous oral or written understandings and statements by the Parties with respect to such subject matter. This Agreement shall not be modified except by a written agreement signed by an authorized representative of both Parties.

Applicable Law and Jurisdiction. This Agreement will be governed by, and construed in accordance with, the laws of the State of Israel, without regard to its conflicts of law rules. Any claim, dispute or controversy between the Parties will be subject to the exclusive jurisdiction and venue of the competent courts located in Tel Aviv-Jaffa, Israel, and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum, or other objections to such courts.

Assignment. WillyAI may assign this Agreement (or any of its rights and obligations hereunder) without User's consent and without notice. User may not assign this Agreement without WillyAI's prior express written consent. Any prohibited assignment shall be null and void.

Waiver. No failure or delay on the part of any Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof. Any waiver granted hereunder must be in writing executed by a duly authorized officer of the waiving Party, and shall be valid only in the specific instance in which given.

10. Contact Information

If you have any questions about these Terms, please contact us at [email protected].