Terms and Conditions

Last Updated: October 28, 2025

These Terms and Conditions (“Terms”) are a legally binding agreement between J.D. Digitrade Systems Ltd., an Israeli company (“Digitrade”) and you, a customer (“You” or “Customer”, and each, a “Party”, and collectively, the “Parties”). The Terms govern your registration and use of our platform, “Digitrade” refers to the integrated digital commerce platform operated by the Company, which includes customer-facing ecommerce websites, backend systems used to manage ecommerce operations (such as order processing, inventory management, and customer data), and dedicated software applications or tools provided to the Company’s sales representatives and authorized wholesale partners. (“Services”).

Your use of the Services is governed by the subscription plan applicable to you, including its scope, pricing, features, and term, as presented during online checkout or set out in the relevant order form (the “Subscription Plan”). Where a Subscription Plan or other written agreement approved by Digitrade specifies commercial terms (e.g., fees, scope, or duration), those commercial terms prevail over any conflicting provisions in these Terms, and all remaining provisions of these Terms continue to apply, unless explicitly agreed otherwise.

We reserve the right to amend these Terms from time to time, to reflect changes in law, our Services, or business practices. The most recent version of these Terms will always be posted on our website, and the update date will be reflected in the “Last Updated” heading. If we make any significant changes adversely affecting your rights and obligations, and per applicable law, we will provide you with notice of such changes, such as by sending an email. If you do not agree to the updated Terms, you may cancel your Subscription Plan before the changes become effective and stop using the Services. YOUR CONTINUED USE OF ANY OF THE SERVICES AFTER WE POST ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.

2.1 “Account” means the Customer’s, its Authorized Users’, or Integrator’s acting on Customer’s behalf, online account enabling the use and management of the Services.

2.2 “Affiliates” means any entity which is controlled by or in common control with one of the Parties.

2.3 “Digitrade Technology” means the hosted cloud-based solutions, including any software provided as part of the Services, interfaces, connectors, API, SDKs, sample code, software libraries, command line tools, and other related technology, as well as any new features, free trials, beta and alfa version, including the “look and feel” and all related or underlying technology and any modifications or derivative works of the foregoing. Digitrade Technology does not include Third Party Materials.

2.4 “Digitrade Proprietary” means the Digitrade Technology, Digitrade Marks, Suggestions, Documentation and, in each case, any information, content, image, video, code, data, or text available therein.

2.5 “Digitrade Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Digitrade.

2.6 “Authorized User” means those employees, contractors, Affiliates and end users, as applicable, authorized by the Customer to use the Services in accordance with these Terms.

2.7 “Confidential Information” means all nonpublic confidential information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in the context of the relationship under these Terms, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, can reasonably be understood to be confidential. Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the Receiving Party; (b) was or is in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (c) was or is lawfully disclosed to the Receiving Party by a third party without restriction on the disclosure; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

2.8 “Customer Cloud” means the dedicated cloud environment (e.g., a Google Cloud Platform – GCP project or sub-tenant) used by the Customer for hosting the Services, which is controlled independently by the Customer.

2.9 “Customer Data” means information, data and other content that the Customer, its Authorized Users, or Integrator acting on Customer’s behalf, submit, transmit, make available or upload to or through the Services, and which reside in, or processed, hosted or stored during the Term by, or run on or through, the Services, in any format (excluding the Digitrade Proprietary). Customer Data shall include data integrated to the Services from Customer’s other systems (e.g., Customer’s ERP). It shall be clarified that any aggregative, statistical and anonymized data produced through the use of or derived from the Services, including any Usage Data, shall not be deemed as Customer Data.

2.10 “Documentation” means the Digitrade user manuals, handbooks, FAQs, guidelines, website content, and other guides relating to the Services available to the Customer either electronically or in hard copy form.

2.11 “Integrators” means third party integrators appointed by the Customer to implement or configure the Service on Customer’s behalf, which are not authorized to act as agents or representatives of Digitrade, nor to bind Digitrade to any obligations.

2.12 “Suggestions” means all suggested improvements, feedback, commentary, ideas, concepts, inventions, characters, plots, titles, designs, artwork, programs, programming techniques, or other statements concerning the Services that the Customer or any Authorized Users provide Digitrade.

2.13 “Specifications” means the functional and performance specifications for the Services as set out in our Documentation or website.

2.14 “Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Digitrade.

2.15 “Usage Data” means analytic, statistic, measurement data and telemetry collected by Digitrade relating to the Customer’s or any Authorized Users’ use of the Services and the Digitrade Technology, including click stream data, duration, errors and crashes, logs (including access logs), etc.

3.1 Digitrade hereby grants the Customer, its Authorized User, and any Integrator acting on Customer’s behalf, a non-exclusive, non-transferable (except as otherwise permitted herein) right to access and use the Services, during the Term, solely in accordance with these Terms, the Documentation and the Subscription Plan, and in compliance with applicable law, for the Customer’s own business purposes. Except as provided herein, Digitrade or its licensors retain all ownership and intellectual property rights to Digitrade Proprietary, and derivative works thereof, and to anything developed or delivered by or on behalf of Digitrade under these Terms.

3.2 Except as permitted in these Terms, the Customer its Authorized User, and any Integrator acting on Customer’s behalf, shall not, directly or indirectly: (i) copy, modify, create derivative works, rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Digitrade Proprietary, the Services or the Documentation, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iii) remove any proprietary notices from the Digitrade Proprietary, the Services or the Documentation; or (iv) use the Services for any illegal, immoral, or unauthorized purpose (including that which would infringe upon the rights of a third party) or that is otherwise in breach of applicable law.

3.3 Digitrade reserves the right to modify, change, update the Services, the Documentation or the content thereof, as long as such change does not materially and adversely affect the Customer’s use of the Services, and will provide the Customer with an appropriate written notice prior to making any material changes that will impact the use of the Services during the Term.

3.4 The Customer retains all rights, title, ownership and intellectual property rights in and to the Customer Data. Subject to these Terms, and solely to the extent necessary to provide the Service during the Term, the Customer grants Digitrade a worldwide, limited term license and right to use, access, process and transmit the Customer Data.

3.5 Digitrade may from time to time in its discretion engage third parties to perform the Services, provided however, that Digitrade shall remain responsible for the acts and omissions in accordance with Digitrade’s obligations herein.

3.6 Unless otherwise agreed between the parties in writing, the Services do not include professional services (e.g., implementation, customization, integration, training or consulting). Any such professional services must be expressly agreed in writing by the Parties in a separate statement of work or services agreement and may be subject to additional fees.

3.7 Customer may engage authorized integrators (each, an “Integrator”) to implement, configure or customize the Services on its behalf. Digitrade engagement with the Integrator and the Integrator right to use the Services, shall be always governed by these Terms, as well as the Integrator Addendum. Notwithstanding, Digitrade is not a party to any separate agreement between Customer and Integrator, nor responsible for the performance, acts or omissions of any Integrator. Customer acknowledges that any access or changes effected by an Integrator will be deemed to have been made by Customer (or its Authorized Users) under these Terms.

4.1 For each Subscription Plan, Digitrade will, as an administrative convenience and unless agreed upon separately between the Parties, create and provide a Customer Cloud environment to host Customer’s instance of the Services.

4.2 The Customer Cloud environment is created in Customer’s name and governed solely by a separate agreement between Customer and the applicable cloud provider (or its authorized reseller The Customer Cloud environment is subject exclusively to the Cloud Provider Terms (e.g., Google Cloud Platform Terms of Service), to which Digitrade is not a party and under which Digitrade bears no liability. The Customer shall maintain his account with the cloud provider in good standing for the duration of the Term.

4.3 Customer will be billed directly by the cloud provider for all usage fees and charges, and will pay all usage fees, taxes, and other charges for the Customer Cloud directly to the cloud provider under the Cloud Provider Terms.

4.4 Customer acknowledges that the provider may pay Digitrade a standard partner or referral commission based on those charges, and such commission does not alter the amounts owed by Customer.

4.5 Unless otherwise agreed in a Subscription Plan, Customer Cloud region and data center will be configured as a default by Digitrade. The Customer shall have the ability, upon its sole discretion and responsibility, to change the region or data center of Customer Cloud.

4.6 Except as otherwise set out in writing between the parties, Customer is solely responsible for (a) configuring and securing the Customer Cloud environment; (b) managing all Customer Data stored therein; and (c) ensuring that its use of that environment complies with all applicable laws, the Cloud Provider Terms, and Section 5 hereunder (Customer Responsibilities).

4.7 Service Credits under Section 8 do not apply to any downtime or data loss arising from Customer’s cloud provider account, configurations, or non-payment.

4.8 If the cloud provider suspends or terminates the Customer Cloud environment (including in a case of non-payment), Digitrade’s obligation to provide the Services is suspended for the affected period, and Digitrade will not be liable for any resulting unavailability, data loss, or other damages.

4.9 Alternatively, in accordance with a specific Subscription Plan, Digitrade shall manage Customer Data and Services in a general managed cloud environment, and this Section 4 shall not apply to such general cloud environment.

5.1 The Customer is solely responsible for all activities made under its Account and by any Authorized User, Integrator acting on behalf of the Customer, or a third party under the Customer’s control, and Digitrade will not be held responsible for any unauthorized access to the Account by any such third parties. The Customer shall notify Digitrade immediately upon becoming aware of any unauthorized access to or use of the Account.

5.2 The Customer is responsible for properly configuring and using the Services subject to the Documentation and otherwise taking appropriate actions to secure, protect and backup the Account and the Customer Data in a manner that will provide appropriate security and protection.

5.3 The Customer shall ensure that the Customer Data and the Customer’s use of the Services will not violate any applicable law. The Customer is solely responsible for the development, content, operation, maintenance, and use of the Customer Data and hereby warrants that: (i) the Customer Data will not infringe any rights, including any privacy rights or proprietary rights, of any third parties; and (ii) it has obtained all necessary rights, releases and permissions to submit all the Customer Data to the Services and to grant the rights granted under these Terms. The Customer Data shall not include sensitive data, unless otherwise agreed by the Parties.

5.4 Customer assumes full responsibility for all e-commerce operations conducted through the Services, including, without limitation: (a) the selection, description, pricing, quality, safety and legality of all products and services offered; (b) the validity, legality and enforceability of all transactions, contracts, communications and promotions with end-users; (c) compliance with all applicable laws, regulations, taxes, duties, consumer-protection, labeling, advertising and data-privacy requirements; and (d) any claims, liabilities, losses, damages, penalties or costs (including attorneys’ fees) arising from or relating to such e-commerce activities, including product defects, customer disputes, returns, refunds, chargebacks or intellectual-property infringement. Digitrade shall have no liability or responsibility for Customer’s e-commerce activities or any related third-party claims, and the Customer shall fully indemnify and hold harmless Digitrade, its Affiliates and their respective officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, penalties, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s e-commerce activities.

6.1 From time to time, Digitrade may agree to provide to the Customer certain professional services, such as integration, implementation, configuration, customization, training, or consulting (“Professional Services”), as further described and priced in the applicable Subscription Plan. The scope, fees, deliverables, milestones, and any other specific terms applicable to Professional Services shall be exclusively set forth in the relevant Subscription Plan and shall not modify or amend these Terms unless expressly stated therein.

6.2 Unless otherwise agreed, (a) Professional Services are performed remotely during regular business hours, (b) any estimates of time or cost are non-binding good faith estimates, and (c) all fees for Professional Services are non-refundable once rendered. Fees may be structured on a time-and-materials or fixed-fee basis, as specified in the applicable Subscription Plan, and will be invoiced and paid in accordance with its payment terms.

6.3 The Customer shall cooperate with Digitrade in good faith and provide timely access to information, systems, and personnel reasonably required for the performance of the Professional Services, and shall be responsible for ensuring that its environment, systems, and third-party tools are properly configured and operational. Any delays, costs, or failures resulting from the Customer’s acts or omissions, including delayed approvals, unavailable resources, or inaccurate information, shall not be deemed a breach by Digitrade.

6.4 All intellectual property rights in and to any software, documentation, tools, templates, methodologies, know-how, or other materials used or developed by Digitrade in the course of providing Professional Services (“Pre-Existing Materials”) shall remain the exclusive property of Digitrade. Subject to full payment of the applicable fees, Digitrade grants the Customer a limited, non-exclusive, non-transferable license to use any specific deliverables created under the relevant Subscription Plan (“Deliverables”) solely for Customer’s internal business purposes, in connection with its permitted use of the Services.

6.5 Except as expressly stated in the Subscription Plan, Professional Services are provided “as is,” and Digitrade makes no representations or warranties beyond those expressly set forth in these Terms.

7.1 The Customer represents and warrants that: (a) it has full power and authority to enter into and perform its obligations under these Terms; (b) it will comply with these Terms, the Documentation and all applicable laws in its use of the Services; (c) all Customer Data, e-commerce activities and related promotions are accurate, lawful and do not infringe or misappropriate any third-party rights; (d) it has obtained and will maintain all necessary rights, consents and permissions for the collection, processing and storage of Customer Data (including any personal data); and (e) all information provided by Customer to Digitrade is true, complete and correct. Customer further represents and warrants each other representation and warranty set forth in these Terms.

7.2 Digitrade hereby represents and warrants that: (i) it has full legal authority to enter into these Terms; (ii) it has the professional skills and knowledge necessary in order to provide the Services; (iii) the Services will comply with the Documentation; (iv) the Services do not infringe on the proprietary rights of any third party; and (v) it and the Services will comply with applicable law.

7.3 Except for the express warranties set forth in this section 7 or elsewhere explicitly in these terms, the services and the Digitrade technology are provided “as is”. Except to the extent prohibited by law, Digitrade makes no representations or warranties of any kind, whether express, implied, statutory or otherwise, regarding the services and/or the Digitrade proprietary, and specifically disclaims all implied warranties: (i) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment; (ii) arising from any course of dealing, usage or trade practice; (iii) that the services will be performed error-free or uninterrupted, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete or free of harmful code; or (iv) that any content will be secure or not otherwise lost or altered.

7.4 All third-party materials are provided “as is” and any representation or warranty of or concerning any third-party materials is strictly between customer and the third-party owner or distributor of the third-party materials.

8.1 Digitrade will use commercially reasonable efforts to ensure that the Services are available at least 99.9% of the time in each calendar month (each, a “Service Period”), excluding the “Exceptions” set out below (the “Availability Commitment”). A “Service Level Failure” occurs if availability for a Service Period falls below 99.9%. “Available” means the Services are accessible and substantially conform to the Specifications.

8.2 The following do not count against the Availability Commitment: (a) Customer or Authorized User misuse or non-compliance with these Terms or our Documentation; (b) Customer’s Internet connectivity, hardware, software or third-party services; (c) factors outside Digitrade’s reasonable control (force majeure, third-party data-center events, Customer’s integrated systems failure, etc.); (d) scheduled maintenance (see Section 8.3); and (e) outages caused by Customer Cloud suspension or misconfiguration.

8.3 If a Service Level Failure occurs, Customer may request a credit against future subscription fees as follows:

• 99.0%–99.9% uptime: 10% of the monthly fees for the affected Service Period.
• < 99.0% uptime: 25% of the monthly fees for the affected Service Period.

Credits are Customer’s sole remedy for Service Level Failures.

8.4 To receive credit, Customer must: notify Digitrade in writing within 30 days of the Service Period’s end; provide sufficient detail to verify the outage; and continue to pay all invoiced amounts not subject to credit.

8.5 Digitrade will use commercially reasonable efforts to provide at least 48 hours’ advance notice of any planned maintenance that may cause downtime (“Scheduled Maintenance”).

8.6 The Services include Digitrade’s standard customer support services (“Support Services”) in accordance with Digitrade’s service support schedule then in effect, a current copy of which is attached hereto as Exhibit A (the “Support Exhibit”). Digitrade may amend the Support Exhibit from time to time in its sole discretion.

9.1 In consideration for the right to access and use the Services granted hereunder, the Customer shall pay Digitrade such one-time and/or ongoing fees, at such rates and on such basis (whether prior to or in arrears of the performance of any Services) as presented as part of the Subscription Plan. Unless otherwise stated, all Fees are non-refundable, including if the Customer’s terminates this these Terms prior to the end of the Term.

9.2 Subject to applicable law, the Fees are exclusive of any sales taxes and similar assessments. Without limiting the foregoing, the Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the Customer hereunder, other than any taxes imposed on Digitrade’s income. Taxes will not be deducted from payments to Digitrade, except as required by applicable law, in which case the Customer shall increase the amount payable as necessary so that, after making all required deductions and withholdings, Digitrade receives and retains (free from any liability for taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made.

9.3 All payments shall be charged to the payment method provided by the Customer during the registration process at the start of each Subscription Plan cycle, in accordance with its terms. Digitrade will issue the Customer a valid invoice or receipt, which will be sent to the email address supplied at the time of registration.

9.4 Except as required by applicable law (as detailed below) or as expressly set forth in these Terms, the Customer acknowledges and agrees that all fees and charges are non-refundable once the Subscription Plan cycle has commenced, and cancellations will only take effect at the end of the current Subscription Plan Term.

10.1 These Terms shall become effective in accordance with your Subscription Plan and continue until the earlier of (a) such Subscription Plan end date, or (b) such time that these Terms are terminated by either Party as set forth herein (“Term”).

10.2 Each Party may immediately terminate these Terms in the event the other Party is in breach of these Terms and fails to cure the breach within 30 days of receipt of written notice from the non-breaching Party. Furthermore, Digitrade may terminate these Terms immediately in the event: (i) Digitrade does not receive the applicable payments by the Customer; (ii) of institution of bankruptcy, receivership, legal insolvency, reorganization, or other similar proceedings by or against the Customer under any applicable laws, if such proceedings have not been dismissed or discharged within 30 days after they are instituted.

10.3 Digitrade may suspend the Customer’s, Authorized Users’, or any Integrator’s acting on Customer’s behalf, access to or use of any portion or all of the Services immediately upon notice to the Customer, in the event that the Customer’s use of the Services: (i) poses a security risk to the Services or any third party; (ii) could adversely impact Digitrade’s systems, the Services or any Digitrade Proprietary; (iii) will be a liability to Digitrade or its Affiliates; or (iv) could be fraudulent.

10.4 Upon termination or expiration of these Terms: (i) any rights granted to the Customer under these Terms shall immediately terminate; (ii) each Party will immediately return or destroy the other Party’s Confidential Information in its possession; and (iii) any provisions hereof that by their nature should continue to apply the following termination shall continue to remain in effect.

10.5 The Customer acknowledges that upon termination or expiration of these Terms, Customer Data, in its then-current state, shall remain under Customer’s exclusive responsibility within Customer Cloud.

Digitrade may (but is under no obligations to) offer the Customer free trials, proof-of-concept, pre-release and beta versions for its new or existing features (the “Trial Services”) including support services with respect thereto. Digitrade grants the Customer a non-exclusive, nontransferable right to access and use the Trial Services during the period in which they are provided to the Customer, solely for the Customer’s internal evaluation purposes, in accordance with the Documentation and subject to the access and use restrictions set forth in these Terms. Following the conclusion of Trial Services, Digitrade is not obligated to keep or store any Customer Data. Notwithstanding anything to the contrary herein, Digitrade provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by applicable law, Digitrade disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. The Customer assumes all risks and all costs associated with its use of the Trial Services. The Customer’s sole and exclusive remedy in case of any dissatisfaction or Digitrade’s breach of these Terms with respect to such Trial Services is termination of the Trial Services. Any obligations on behalf of Digitrade to indemnify, defend, or hold harmless under these Terms are not applicable to the Customer’s access and use of any Trial Services.

12.1 Digitrade shall process Customer’s Personal Data (as such terms is defined under applicable privacy laws), subject to its legal obligations and in accordance with its policy available here (“Privacy Policy”).

12.2 Digitrade may, directly or through third party measurement tools, collect and use Usage Data and/or Suggestions for the purpose of improving, operating, and supporting the Services.

12.3 Digitrade continuously enhances its security strategy, adhering to industry standards and conducting independent third-party audits and certifications to mitigate risks and limit the impact of security incidents. However, while Digitrade implements robust physical, technical, and administrative measures to protect the Digitrade Technology and Customer Data from unauthorized access, destruction, use, modification, or disclosure, the Customer acknowledges and agrees that no system or technology can provide a guarantee of 100% security.

12.4 The Customer acknowledges and agrees that it bears sole responsibility for maintaining current and adequate backups of its Customer Data.

12.5 Digitrade disclaims all liability for any breach, loss, damage, or unavailability of Customer Data, including damages arising from unauthorized access, data breaches, or other security incidents, except to the extent required by applicable law or as expressly stated in these Terms.

Each party agrees to protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own similar information, but no less than reasonable care. Confidential Information may only be used to fulfill obligations under these Terms and disclosed solely to employees, agents, or contractors who need to know it for such purposes and are bound by confidentiality obligations no less restrictive than those in these Terms. Confidential Information does not include information that is publicly known, independently developed, lawfully received from a third party, or required to be disclosed by law, provided notice is given where possible. These obligations survive termination of these Terms for three (3) years, and indefinitely for trade secrets.

14.1 The Customer (in this sub-section the “Indemnitor”) shall defend, indemnify, and hold harmless Digitrade, its Affiliates and licensors, and each of their respective employees, officers, directors, and representatives (in this sub-section collectively, the “Indemnitees”) from and against any damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), arising out of or relating to any third-party claim (a “Claim”) concerning: (i) the Customer’s breach of these Terms; (ii) the Customer’s unauthorized or unlawful use of the Services; (iii) any data, content, or materials provided or uploaded by the Customer, including any infringement of third-party rights; or (iv) any violation of applicable laws or regulations by the Customer in connection with its use of the Services.

14.2 Digitrade (in this sub-section the “Indemnitor”) shall defend, indemnify, and hold harmless the Customer and its employees, officers, and representatives (in this sub-section collectively, the “Indemnitees”) from and against any Losses arising out of or relating to any Claim concerning: (i) infringement of a third party’s intellectual property rights by the Digitrade Technology (excluding Third Party Services or materials); or (ii) Digitrade’s gross negligence, willful misconduct, or fraud.

14.3 Digitrade’s obligations under Section 14.2 shall not apply to the extent a Claim arises from: (i) the combination of the Digitrade Technology with any Third Party Services, data, open-source software, equipment, or documentation not provided by Digitrade, where such combination causes the infringement; (ii) Digitrade’s compliance with Customer specifications or instructions that result in the infringement; or (iii) the Customer’s continued use of the Digitrade Technology after Digitrade has provided notice to discontinue such use.

14.4 Indemnification obligations under this Section 14 shall only apply if the Indemnitees: (i) promptly notify the Indemnitor in writing regarding the applicable Claim; (ii) allow the Indemnitor to control the defense and settlement of such Claim; and (iii) reasonably cooperate with the Indemnitor (at the Indemnitor’s expense) in the defense and settlement of such Claim. The Indemnitor may not settle any Claim without the Indemnitees’ prior written consent if the settlement imposes any obligation or liability on the Indemnitees beyond those set forth in these Terms.

14.5 In the event of a Claim under Section 14.2(i), Digitrade may, at its sole discretion: (i) procure the right for the Customer to continue using the Services in compliance with these Terms; (ii) replace or modify the Services to avoid the infringement while maintaining substantially similar functionality; or (iii) terminate the Customer’s right to use the affected portion of the Services and refund any prepaid amounts for the terminated portion of the Term.

14.6 This Section 13 constitutes the entire liability of Digitrade, and the Customer’s sole and exclusive remedy, with respect to any Claims covered under this Indemnification undertaking.

15.1 Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of revenue or profits (excluding the fees payable under these terms), loss of data, or data use. To the maximum extent permitted under applicable law, Digitrade’s maximum liability for all damages arising out of or related to these terms, whether in contract or tort, or otherwise, shall in no event exceed the aggregate, the total amount actually paid to Digitrade by the customer for the services hereunder in the 12-month period immediately preceding the event giving rise to the applicable claim.

16.1 Assignment. Neither Party may assign or otherwise transfer these Terms or its rights and obligations hereunder without the other Party’s prior written consent; provided, however, that each Party may assign these Terms at any time without the other Party’s consent: (a) in connection with a merger, acquisition or sale of all or substantially all of its business or assets; or (b) to any Affiliate or as part of a corporate reorganization. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of, the Parties and their respective permitted successors and assigns.

16.2 Entire Terms. These Terms together with their annexes including the Privacy Policy, Data Processing Agreement, Integrator Addendum and any other annex to the Terms, as may be amended from time to time, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal.

16.3 Force Majeure. Digitrade will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, global pandemic, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

16.4 Jurisdiction; Governing Law. Any dispute is between the Customer and Digitrade will be governed by the laws of the state of Israel, without regard to the conflict of laws provisions thereof, and any legal suit, action or proceeding arising out of or relating to these Terms must be instituted in the courts of the Tel Aviv District, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

16.5 Independent Contractors. The Parties are independent contractors, and these Terms will not be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party, nor any of their respective Affiliates, is an agent of the other for any purpose or has the authority to bind the other Party.

16.6 Notice. All notices under these Terms shall be sent via email to the respective Party’s designated email address provided at the time of registration or as subsequently updated in writing. Notices sent via email will be deemed received upon confirmation of delivery or when the receiving Party acknowledges receipt. It is the responsibility of each Party to ensure the designated email address is accurate and actively monitored for such communications.

16.7 No Third-Party Beneficiaries. Except as set forth herein, these Terms are not create any third-party beneficiary rights for any individual or entity that is not a party to these Terms.

16.8 No Waiver. Failure by Digitrade to enforce any provision of these Terms will not constitute a waiver of such provision nor limit its right to enforce such provision later. All waivers by Digitrade must be in writing to be effective.

16.9 Severability. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to the effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms, but the rest of these Terms will remain in full force and effect.