WeSync General Terms

Introduction

Wids Technologies Ltd., Company No. 516023892 (hereinafter: "the Company") is the owner of the WeSync software (hereinafter: "the Software" or "the Product") which performs integration (hereinafter: "the Service") between the Shopify platform and third-party systems (hereinafter: "the Target Systems") defined by you, the client.

The Service operates on a SaaS (Software as a Service) model, and includes integration, server management, and maintenance vis-à-vis the APIs of Shopify and the Target Systems.

These terms (hereinafter: "the Terms" or "the Agreement") apply to every client (hereinafter: "the Client") who uses the Service. These terms are supplementary and/or cumulative to any service order between the Client and the Company, if any, and are binding on the Client upon commencement of use of the Service.

  1. Definitions

In this document, the following terms shall have the meanings ascribed to them below, unless expressly defined otherwise:

"The Service" - The service provided by WeSync software in a SaaS model, which performs integration between the Shopify platform and the Client's target systems.

"Target System" - The Client's information system, or that of an external provider with whom the Client has contracted, to which the integration from Shopify is performed via the Service (e.g., ERP system, inventory management system, CRM system, etc.).

"Third-Party Systems" - Any system, platform, interface or service not under the direct and exclusive control of the Company, the target system, cloud infrastructure providers, communication providers, security certificate issuers, external authentication service providers, and other systems maintained by the Client or a third party.

"API" - Application Programming Interface, an interface between software systems.

"Third-Party Failure" - Any event in a third-party system that affects the functionality of the Service, including: API version change, cancellation and update of endpoints, change in data schema, change in authentication methods or scope, data transfer rate limitations, planned or unplanned downtimes, security breaches, data loss, changes in terms of use, pricing changes, suspension or closure of an account by the owner of a third-party system.

"Synchronization Service" - The ongoing operation of WeSync for data synchronization between Shopify and the Target System, within a reasonable timeframe, as close to real-time as possible.

"Personal Information" - As defined in the Protection of Privacy Law, 5741-1981, and Amendment 13 to the Law.

"Privacy Protection Laws" - The Protection of Privacy Law, 5741-1981, the Privacy Protection Regulations (Information Security), 5777-2017, and Amendment 13 to the Law, together with any other law applicable to the processing of personal information.

  1. The Service

    1. Subject to full and timely payment of the consideration, the Company shall provide the Client with the Service for integration between the Client's Shopify account and the Client's target systems as separately defined.

    2. The Service constitutes a software bridge between two external systems - Shopify and one or more target systems, which are not under the Company's control. The proper functioning of the Service is directly and inseparably dependent on the availability, integrity, consistency, and behavior of these third-party systems.

    3. The Company does not commit to absolute real-time synchronization, but rather to synchronization within a reasonable timeframe, subject to the availability and integrity of third-party systems.

    4. The Service operates on an automatic and mechanized processing model. Communication with Shopify and the target system is carried out through a separate and secure service account, without the need for routine human access by Company employees to information. Human access by Company employees to information may only occur for implementation and in cases of support according to the SLA, by employees with appropriate training who have signed a confidentiality agreement with the Company, which also applies to the Company's clients.

    5. Beyond the scope expressly stated in these terms, the Service does not include: (a) development of the target system or the Client's Shopify store; (b) responsibility for the accuracy and up-to-dateness of the original data in each of the systems; (c) business or technical advice not directly related to the operation of the Service; (d) settings, permissions, or configurations in the Client's systems that are outside the scope of the WeSync system.

  2. Consideration and Payment

    1. Payment for the Service will be made monthly on the 1st of each month for the current month, and will be charged directly from the credit card entered in the Client's store system on the Shopify platform.

    2. A payment delay exceeding 14 days shall accrue interest and linkage differentials in accordance with the Interest and Linkage Law, 5721-1961. In addition, the Company may suspend the Service with 7 business days' prior notice if the delay exceeds 7 days, without prejudice to any other remedy available to it under this agreement or law.

    3. The Company shall issue tax invoices according to law. The invoices shall include details of the Service, the relevant period, and any excess charges if applicable.

    4. Any client dispute regarding a charge shall be submitted in writing to the Company within 30 days from the invoice date. In the absence of a dispute within this period, the Client shall be deemed to have approved the charge. Submitting a dispute does not defer the payment obligation regarding undisputed amounts.

    5. Without derogating from the provisions of this agreement, the Company may suspend the Service, in whole or in part, also in any of the following cases: (a) unauthorized or illegal use of the Service; (b) reasonable suspicion of a threat to the information security of the Company or other clients; (c) an order from a competent authority. Notice of suspension shall be provided to the Client, if possible, in advance or shortly after the suspension.

  3. Term of Engagement

    1. The implementation and activation of the Service shall commence as separately agreed between the parties (hereinafter: "the Commencement Date").

    2. The Agreement shall remain in effect for a period of 12 months from the Commencement Date (hereinafter: "the Initial Term").

    3. Upon expiration of the Initial Term, the Agreement shall automatically renew for successive 12-month renewal periods, unless a party provides written notice of non-renewal to the other party at least 60 days prior to the end of the relevant term.

  4. Service Level and Support (SLA)

    1. The SLA service applies as an obligation only to failures originating from the WeSync system itself. Failures originating from third-party systems, including Shopify and the target systems, are not included in the SLA.

    2. Regarding failures originating from third parties as mentioned, the Company will make reasonable efforts to identify the failure, inform the Client, and recommend courses of action - without specific time commitments, and without this being considered a breach of the SLA.

    3. Without derogating from the generality of the above, the SLA shall not apply and shall not bind the Company in any of the following cases:

      1. Failures and/or delays originating from any third-party system, including Shopify and the target system;

      2. Unilateral change by a third-party system requiring WeSync adaptation (including API changes), during the reasonable adaptation period;

      3. Misuse of the Service, exceeding the agreed scope, or operating the Service in a manner inconsistent with the technical documentation;

      4. An act or omission by the Client, including failure to provide information, failure to renew keys, or incorrect settings;

      5. Planned maintenance or emergency maintenance;

      6. Force majeure events, as defined in this agreement;

      7. Unauthorized access to the Client's system that is not a result of Company negligence.

    4. Support will be provided on business days, Sundays to Thursdays, between 09:00 and 19:00 Israel time, except for official public holidays in Israel and except for holiday eves and Independence Day when the service will end at 13:00 (hereinafter: "Operating Hours").

    5. Outside of Operating Hours, the system continues to operate automatically, but no human support will be provided. Any inquiry received outside of Operating Hours will be considered as having been received at the beginning of the next business day, and the response times detailed below will be calculated from that time.

    6. Extended support hours can be ordered subject to additional payment, which will be agreed upon in writing and detailed in the agreement or an amendment.

    7. Malfunctions will be classified into one of three severity levels. The initial classification will be determined by the Company according to the definitions below, and can be changed by mutual agreement with the Client after initial diagnosis:

      1. A malfunction that completely prevents the synchronization activity of the WeSync system, where the source of the failure is in the WeSync code. Initial response time: Up to two hours within Operating Hours.

      2. Significant impairment of system functionality - some functions are not working, but the overall service continues to operate with limitations. Initial response time: Up to 4 hours within Operating Hours.

      3. Minor failures, aesthetic problems, improvement requests, or a malfunction with limited impact such as a secondary feature not working. Initial response time: Up to 6 business days.

    8. The start time for counting the response time is the later of: (a) the time the call was opened on the defined reporting channel; (b) the time all required information was provided to the Company for initial diagnosis; (c) the start of the next business day, if the inquiry was received outside of Operating Hours.

    9. "Initial response" means acknowledgment of receipt of the call and allocation of a professional. "Resolution" means closing the malfunction or presenting a working workaround. It is clarified that the Company does not undertake to provide a solution within the initial response time.

    10. The Client's report of a malfunction shall be made via a dedicated email address and a phone call to the Company's contact person. Reporting through an unauthorized channel will not be considered an open call for SLA purposes.

    11. A malfunction report shall include, as far as possible: (a) description of the phenomenon; (b) time and date of occurrence; (c) relevant screenshots and logs; (d) identification of involved objects (order numbers, SKUs, etc.); (e) contact details of an available technical contact person.

    12. The Company may perform planned maintenance of the system, preferably outside of Operating Hours. The Company will notify the Client at least 48 hours in advance of planned maintenance. Emergency maintenance (including urgent security fixes) may be performed immediately without prior notice.

  5. Limitation of Liability

    1. The parties declare and agree that the Service constitutes a technological bridge connecting external systems not under the Company's control. Proper functioning of the Service is directly dependent on the availability, integrity, and behavior of third-party systems, including - but not limited to - Shopify and the Client's target systems.

    2. Without derogating from the generality of the foregoing, the Company shall not be liable, under any circumstances or for any reason (contractual, tortious, remedial, or otherwise), for any damage, direct or indirect, arising from or related to third-party systems, including due to any of the following events:

      1. API version change in Shopify or a target system, including obsolescence or invalidity of endpoints, change or update of data structure, change in data format, or API logic;

      2. Changes in third-party system authentication mechanisms, security mechanisms of any protocol, key rotation, renewal or cancellation of certificates, or replacement with an alternative authentication mechanism;

      3. Limitation or regulation of requests and/or data transfer and/or inquiries by a third-party system;