Integrator Addendum

Last Updated: June 9, 2025

1.1 This Integrator Addendum (“Addendum”) is entered into by and between J.D. Digitrade Systems Ltd. (“Company”), and the undersigned “Integrator”. It supplements the Terms and Conditions (“Terms”) that generally governs the Integrator’s use of and access to the Company’s Services on behalf of a Customer (“Customer/s”).

1.2 This Addendum sets out the additional terms and conditions under which the Integrator uses the Services in connection with the Customers’ Subscription Plan to the Services, or as separately agreed in writing between the Customer and the Company (e.g., an Order Form), whether managed by the Integrator on behalf of the Customer or directly by the Customer.

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Terms.

3.1 Right Granted. The Company grants the Integrator a limited, non-resale, and exclusive right to use the Services for integration and implementation purposes on behalf of the Customers under the terms of this Addendum during the Term herein.

3.2 Independent Contractors. The Parties are independent contractors, and nothing in this Addendum shall be construed to create a partnership, franchise, joint venture, agency, or employment relationship between them. Neither Party has the authority to bind the other.

3.3 No Company Involvement in Integrator-Customer Agreements. The Integrator acknowledges that any agreement it enters into with the Customer is strictly between the Integrator and the Customer, and the Company is not a party to, nor does it bear responsibility for, such agreement. The Customer may, at its sole discretion, terminate or replace the Integrator at any time, leading inter alia, to the termination of any Integrator Fee.

4.1 Implementation. To the extent applicable, the Integrator will implement and integrate the Services for the Customer. The Integrator shall do so at its own expense, using competent personnel, and shall be solely responsible for any commitments or representations it makes to the Customer.

4.2 Compliance. The Integrator shall ensure its activities comply with all applicable laws and regulations, as well as with the provisions of the Terms and this Addendum.

4.3 No Modification. The Integrator shall not modify, reverse engineer, decompile, or create derivative works of the Services, except as expressly permitted under the Terms or applicable law.

4.4 Non-Circumvention. The Integrator shall not (i) solicit any Customer to migrate off the Services; (ii) market competing services to Customers during the Term and for twelve (12) months thereafter; (iii) poach Company employees; or (iv) attempt to disintermediate the Company or solicit Customers to bypass the Company’s Services or any agreement between the Company and such Customers.

4.5 Prohibition Against System Manipulation and Misuse. The Integrator shall not manipulate or misuse the Services, including by using a single account or instance of the Services for manipulate the Customer or by altering the Services’ functionality in a manner not authorized by the Company.

4.6 Data Legality and Responsibility. The Integrator represents and warrants that any data it provides to the Company, whether directly or on behalf of the Customer, is obtained and provided in compliance with all applicable laws and regulations, including privacy and data protection laws. The Integrator is solely responsible for ensuring the legality, accuracy, and completeness of such data. The Integrator further agrees that it shall not sell, share, or utilize the Customers’ data for any purpose other than the proper implementation and integration of the Services, as expressly authorized by the Customer and in accordance with applicable laws and regulations. The Integrator shall notify the Company immediately upon becoming aware of any actual or suspected data breach affecting Customer Data or the Services. The Company is not a party and shall not be a party to any Data Processing agreement between the Customer and the Integrator, the Integrator is not a sub-processor of the Company, and the company is not a processor or sub-processor of the Integrator.

4.7 Use of Company APIs and Platform. Where the Integrator uses any Company APIs, platforms, or developer tools, the Integrator shall: (i) comply with any documentation, guidelines, or specifications provided by the Company; (ii) not use the APIs or tools to circumvent usage limitations or restrictions, or in a manner that may harm or degrade the Services or their infrastructure; (iii) promptly notify the Company of any detected vulnerabilities, breaches, or misuse of the APIs or tools; and (iv) store API credentials only in secure, encrypted vaults and never embed them in code or client-side assets.

5.1 Entitlement and Commercial Terms. The Integrator may be entitled to certain revenue share, referral fee, or commission (collectively, “Integrator Fees”), if and as agreed in a separate Integrator order form, referral agreement, or relevant Integrator Subscription Plan.

5.2 Payment Conditions. The Integrator acknowledges that its entitlement to any Integrator Fees is contingent upon: (i) The Customer’s valid subscription to and timely payment for the Service; (ii) Integrators compliance with the Terms and the terms herein; and (iii) The Integrator’s continued appointment by the Customer. The Integrator acknowledges that if the Customer terminates the Services or replaces the Integrator, the Integrator may cease to be entitled to further Integrator Fees.

5.3 Invoicing and Payment. Unless otherwise agreed in writing, the Company shall remit any Integrator Fees to the Integrator within a specified period (e.g., thirty (30) days) after the Company’s receipt of the applicable subscription fees from the Customer, subject to any offsets for refunds, chargebacks, or disputes.

5.4 Taxes. The Integrator is responsible for any taxes, duties, or other governmental charges relating to Integrator Fees.

6.1 No Additional Warranties. Except as expressly stated in the Terms, the Services are provided to the Integrator “as is” and “as available”. The Company makes no other representations or warranties, whether express, implied, statutory, or otherwise, regarding the Services, and specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment, accuracy, or that the Services will be uninterrupted or error-free. All warranties, disclaimers, and exclusions contained in the Terms apply equally to the Integrator’s access to and use of the Services.

6.2 No SLA or Credit Entitlement. Any service-level commitments, uptime guarantees, credits, or other remedies set out in the Terms are provided solely for the benefit of the Customer that holds the applicable Subscription Plan. The Integrator has no independent right to claim, receive, or pass through such commitments, credits, or remedies.

6.3 Integrator’s Indemnification. The Integrator shall indemnify, defend, and hold harmless the Company from any claims arising out of arising out of: (i) Integrator’s breach of this Addendum or the Terms; (ii) violation of law (including data-protection laws); (iii) IP infringement in any code, plug-in or content supplied by Integrator; or (iv) any unauthorized representations or commitments made to the Customers.

6.4 Limitation of Liability. To the fullest extent permitted by law, the Company’s total aggregate liability to the Integrator arising out of or relating to this Addendum, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the lesser of (i) 5,000 USD or (ii) any amounts paid to Integrator under this Addendum in the preceding 12 months. In no event will the Company be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages and even if any limited remedy fails of its essential purpose. Any other relevant limitation of liability provisions in the Terms shall apply equally to the Integrator in connection with this Addendum.

7.1 Term. This Addendum shall commence on the effective date set forth below and shall continue until terminated in accordance with this Section, or until the Terms expires or terminated.

7.2 Termination for Convenience. Either Party may terminate this Addendum, in whole or in part, for convenience upon thirty (30) days’ prior written notice to the other Party.

7.3 Termination for Breach. Either Party may terminate this Addendum immediately if the other Party materially breaches its obligations hereunder or under the Terms and fails to cure within thirty (30) days after receipt of a written notice.

7.4 Customer Instruction. Any Customer may, at its sole discretion and at any time, instruct the Company to suspend, replace, or cease the Integrator’s involvement with that Customer’s implementation. Upon the Company’s written notice of such instruction, the Integrator shall promptly comply. The Integrator irrevocably waives and releases any claim against the Company arising out of or relating to a Customer’s decision to change, suspend, or terminate the Integrator’s engagement.

7.5 Effect of Termination. Upon termination or expiration: (i) The Integrator shall cease representing itself as an integrator of the Company; and (ii) Each Party shall cease using the other Party’s Confidential Information.

8.1 Any Confidential Information or proprietary materials exchanged under this Addendum shall be governed by the confidentiality provisions of the Terms.

8.2 The Integrator acknowledges that all rights in and to the Services, including any associated IP, remain vested in the Company or its licensors. Any Customer Data (as defined under the terms) shall be the sole property of the Customer.

8.3 Except for the limited license granted herein or in the Terms, no other rights or licenses are granted.

9.1 Incorporation by Reference. All provisions of the Terms not expressly modified by this Addendum shall remain in full force and effect. In the event of a conflict between this Addendum and the Terms, this Addendum shall control solely with respect to the subject matter herein.

9.2 Governing Law and Dispute Resolution. This Addendum shall be governed by the same laws and dispute resolution terms set forth in the Terms.

9.3 Entire Agreement. This Addendum, together with the Terms, constitutes the entire agreement between the Parties regarding the Integrator’s rights and obligations, and supersedes any prior oral or written communications relating to the subject matter.

9.4 No Waiver. Failure by either Party to enforce any right under this Addendum shall not be deemed a waiver of such right.

9.5 Assignment. Except as permitted in the Terms, neither Party may assign this Addendum in whole or in part without the other Party’s prior written consent.