You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement before you may become a WideCommerce customer.

Everyday language summaries are provided for convenience only and are not legally binding. Please read the “Terms of Service” for the complete picture of your legal requirements.
By using WideCommerce or any of WideCommerce Software as a Service (SAAS) services, you are agreeing to these terms.

Terms of Service

The provisions which set forth the terms and conditions that will apply to the engagement between the client and WideCommerce.com, are the terms and conditions that are acceptable to WideCommerce.com and they may not be amended without the prior written consent of WideCommerce.com.

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service before you may become a customer of WideCommerce.

1. The commercial Software as a Service (SAAS) services of WideCommerce.com (the \"Service\")

a. Subject to:
(1) the client signing the application,
(2) receipt of the signed application by WideCommerce.com,
(3) approval of the application by WideCommerce.com,
(4) payment of the required amounts to WideCommerce.com by the client, WideCommerce.com will provide the client with the commercial services set forth in the registration form for WideCommerce.com Software as a Service (SAAS) services.

b. WideCommerce.com will provide the client with passwords for operating the software for the purpose of identifying the client and for the purpose of authorization of the operating license for any of WideCommerce.com software services.

c. The client may instruct WideCommerce.com to terminate the Commercial Services at any time. This instruction must be provided in writing and must include the followina information: the name of the client the name of the client's website, the client's identity number and the signature of the client's authorized signatory. WideCommerce.com will terminate the Services within 14 days of the date of receipt of such notification (the \"Date of Termination of the Services\"). The client will be responsible for payment of all the amounts that have accrued up to the Date of Termination of the Services. No amounts that have already been paid to WideCommerce.com will be refunded.

2. Technical support

WideCommerce.com will provide the client, either itself or through others, with technical support in connection with the Commercial Services. Expanded technical support and additional services will be available to the client with additional payment, in accordance with WideCommerce.com's price list, from time to time.

a. Trademarks of WideCommerce.com

The client will not be able to use the trademarks and commercial names of WideCommerce.com without the prior written approval of WideCommerce.com. In any case, prior to using them, it must submit a copy of the manner of usage to WideCommerce.com for approval. in any event, no use may be made of the aforementioned trademarks that would indicate that WideCommerce.com is advertising or approving the products and services offered by the client.

3. Payment of Fees

a. The client will pay the following payments to WideCommerce.com in accordance with this Agreement:

(1) Installation fee — a one-time payment for the installation and operation of the Services (prior to receipt of the Services).

(2) Ongoing payments — the service amount for a period of one year and in accordance with the agreement between the parties.

4. Use of information

a. The client gives WideCommerce.com permission to use the client's commercial names and trademarks, as they appear in the application, solely to notify its clients with respect to the list of customers that are operating the Commercial Services.

b. The client is required to state on its website that WideCommerce.com is its service provider and to link and enable direct access to WideCommerce.com's website. Additionally, at the bottom of each page on its website, it will display a link / icon to the website WideCommerce.com.

5. Indemnification by the client

The client agrees to protect and indemnify WideCommerce.com and its employees, managers, shareholders, agents and representatives against any claim, complaint, motion, proceeding, action, loss, damage„ expense (including attorney's fees) that may be caused to any of them as a result of a claim by any third party whatsoever in connection with the application and this Agreement, or in connection with the client's website, including, but not limited to: the use of the products and services offered on the client's website by any customer or other person, or an error or omission of the client in connection therewith, product liability claims, including any claim in connection with physical and digital products, claims with respect to misleading or inaccurate information on the website, claims with respect to the violation of the intellectual property rights of a third party and any claim in connection with the violation of laws and regulations. WideCommerce.com undertakes to notify the client immediately of any such third-party claim that will come to its attention, and to enable the client to mount a defense in its name against the claim.

6. The undertakings of WideCommerce.com

a. WideCommerce.com will take the reasonable measures at its disposal in order to provide the client with the Commercial Services and to renew the operation of the Commercial Services in a reasonable manner after any disturbance or cessation in their operation.

b. WideCommerce.com will maintain the confidentiality of the information that it will receive from the client in connection with this Agreement and it will not disclose such information to any third party, except for a credit card clearing company and banks through which the client holds or manages a credit account, without the prior consent of the client, if the client should implement such activities on the system. That which is stated above will not apply to information that is known to the public, information that was received by a third-party without breaching this Agreement, information that was transferred by the client to a third-party without restrictions on its transfer, information that was developed independently by WideCommerce.com and information that must be disclosed by law.

c. WideCommerce.com will take the reasonable measures at its disposal in order to renew the Commercial Services as promptly as possible in the event of a disturbance in their operation. If WideCommerce.com is not able to renew the operation of the Commercial Services within 3 days, the client is entitled to terminate this Agreement, subject to 3 days advance written notice.

7. Warranty

a. The Commercial Services that are offered or provided by WideCommerce.com are provided without any warranty whatsoever either express or implied, to the effect that they will meet the needs of the user or that they will work or that the action of the software components will continue without interruption or without errors.

b. WideCommerce.com will not bear any liability, either express or implied, directly or in directly, including payment of damages, for indirect or consequential damage that may be caused to the client, to the end user, or to any other third party, or any payment for losses or loss of profit, whether they arose from this Agreement or from the manner of its performance, and/or as a result of action or inaction, the use or non-use of the Services and/or components of the software or the data that were produced.

In any case, WideCommerce.com will not be liable vis-a-vis the client, any customer or any other person for amounts that the customers are required to pay in connection with the purchase of products and services from the client, including through the client's website. damage arising from the download of products from the client's website, the calculation of tax with respect to the sales. information in connection with credit card authorizations and the identification of credit cards, consequential or indirect damage, including the loss of profits and income in connection with this Agreement, including, but not only. as a result of not working, failures and disturbances in the Commercial Services, any delay in repairing said failures or any use of the client's website by a customer, including if WideCommerce.com was warned in advance of the possibility of possible damage as stated. The liability that has been set forth in this Section 7(b) covers all the undertakings and liabilities of WideCommerce.com and [is] the only remedy available to the client in connection with any defect or claim pertaining to the Commercial Services.

If a court should decide that any of the limitations of liability set forth above is not acceptable or is not enforceable or is not legal, the client agrees that in any event, the liability and the obligation of WideCommerce.com vis-a-vis the client or anyone else as a result of a claim in connection with this Agreement will not be higher than the amount paid thereto by the client during the three months that preceded the date of the occurrence of the event that is the subject of the claim, or $200, whichever is the lower of the two. The client is aware and agrees that the limits of the liability and the remedies set forth above are the result of dividing the risks between the parties, and they are reasonable and acceptable under the circumstances of this engagement.

8. Intellectual property

The client declares that it is aware. and that it agrees, that the copyrights, trademarks. commercial names, patents and other rights that are embodied in and connected to the Services and the software, including their documentation, as they were and as they will be in the future, are the exclusive property of WideCommerce.com., and the client will have no right and/or demand and/or claim in connection therewith. Notwithstanding the aforementioned, it is hereby clarified that the logo graphic design of the website and the content that will be inserted into the website by the client by means of the Commercial Services provided by WideCommerce, will belong to the client.

9. Assignment of rights

The client will not be entitled to transfer performance of its undertakings pursuant to this Agreement. in whole or in part, including transfer of control of the software, to another, without the prior written consent of WideCommerce.com. WideCommerce.com may transfer its rights and obligations pursuant to this Agreement to another, subject to the fact that the client's rights pursuant to the Agreement will not be violated.

10. Term of the Agreement

a. This Agreement will be effective as of the date of approval of the application by WideCommerce.com, for a period of one year. Thereafter, the Agreement will be renewed automatically for additional terms of 6 months, unless it is terminated prior to that time in accordance with Section l(c) above or 6(c) above.

b. WideComrnerce.com will be entitled to terminate the Agreement, for any reason, with 30 days advance notice, or immediately if the client committed a fundamental breach of the Agreement including if the client commenced liquidation or bankruptcy proceedings, or a receiver was appointed therefor.

c. Upon the termination of the Agreement, WideCommerce.com will immediately cease to provide the client with Commercial Services. All the provisions with respect to liability, indemnification, intellectual property rights, confidentiality. the use of trademarks and commercial names, and provisions with respect to taxes or other payments, will continue to be in effect with no time limitation, or until the implementation of the aforementioned payments, as the case may be, unless expressly stated otherwise in this Agreement.

Additionally. termination of the Agreement will not release the client from its payment obligations vis-à-vis WideCommerce.com with respect to the Services that were provided to the client up to the date of termination. In any case. WideCommerce.com will not be obligated to refund any money that was paid thereto by the client, other than upon termination of the Agreement pursuant to Section 6(c) above.

11 . General Conditions

a. Any notice that is sent by one party to the other by registered mail at the aforementioned address will be deemed to have reached its destination within 3 business days from the date of its submission for dispatch by registered mail. If it is delivered by hand — at the time of delivery, and if delivered by fax — the time at which the receipt is obtained.

Notices to WideCommerce.com must be sent to P.O. Box 39514, Tel Aviv 61394, Israel, or to the party that WideCommerce.com will name from time to time, and notices to the client will be sent to client mail address, or the party that the client will name from time to time.

b. Notwithstanding everything stated in this Agreement, any breach or non-fulfillment of any of the conditions of the Agreement by WideCommerce.com for reasons beyond its control, will not be deemed a breach of the Agreement and the client will retain the right pursuant to Section 6(c) above.

c. Any change or amendment or waiver in the Agreement or in any of the conditions hereof will be made in writing and will be signed by the parties. The consent of WideCommerce.com to deviate from the conditions of the Agreement will not serve as a precedent and/or will not constitute a waiver and will not serve as an inference for any other case. This Agreement faithfully covers and reflects the agreement between the parties. No representation and/or undertaking that has not been set forth in this Agreement will be valid. Any representation and/or agreement and/or undertaking that preceded this Agreement are hereby null and void.

d. The appendices to this Agreement constitute an integral part hereofe. The law that controls this Agreement is Israeli law and the local jurisdiction to adjudicate any matter in connection with this Agreement is hereby given to courts of Tel Aviv — Jaffa.