TERMS & CONDITIONS

  1. DEFINITIONS
    Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Order Form.
    1. “Agreement” means the Order Form executed by the Parties together with these Terms and Conditions.
    2. “Authorized Users” means Client’s employees, contractors, and agents who are authorized by Client to access and use the Services under the rights granted to Client pursuant to this Agreement.
    3. “Client Assets” means the websites, mobile applications, and other digital properties specified in the Commercial Terms on which Client is authorized to use the Services.
    4. “Client Data” means all electronic data, content, images, product catalogs, and information submitted by or for Client to the Services or collected and processed by or for Client using the Services.
    5. “Commercial Terms” means the commercial terms set forth in the Order Form.
    6. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. For clarity, the terms of this Agreement, the Services, and all Service Data shall be deemed Confidential Information of Nayax, and the Client Data shall be deemed Confidential Information of the Client.
    7. “Documentation” means the applicable service descriptions, technical specifications, and user guides for the Services, as updated by Nayax from time to time.
    8. “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, moral rights, know-how, and other intellectual property rights as may now exist or hereafter come into existence, and all applications for any of the foregoing and registrations, renewals, and extensions thereof, under the laws of any jurisdiction.
    9. “Processed Data” means any data indicative of the Platform’s performance or results, including the enriched data that the Platform generates and adds to Client Data.
    10. “Services” means the software-as-a-service products and services described in the Commercial Terms, to be provided by Nayax to Client via the Platform.
    11. “Service Data” means aggregated, anonymized data derived from the use of the Services, including metadata, performance data, and usage patterns, which Nayax may collect and use for the purpose of operating, improving, and developing the Services and its products.
  2. SERVICES AND SUPPORT
    1. Provision of Services. Subject to the terms and conditions of this Agreement, Nayax will make the Services available to Client during the Subscription Term in accordance with the Commercial Terms and the Documentation.
    2. Service Modifications. Nayax reserves the right to modify, update, or enhance the Services from time to time, provided that such modifications do not materially diminish the core functionality of the Services during the then-current Subscription Term.
    3. Third-Party Dependencies. Client acknowledges and agrees that the Services may rely on third-party services and infrastructure providers, for example, hosting providers, cloud infrastructure, content delivery networks, payment processors (collectively, “Third-Party Services”) that are not within Nayax’s control. Nayax makes no representations or warranties regarding the availability, reliability, performance, or security of any Third-Party Services. Nayax shall have no liability whatsoever for any interruption, degradation, or failure of the Services caused by or attributable to any Third-Party Service.
  3. LICENSE 
    1. License to Services. Subject to Client’s compliance with this Agreement and timely payment of all Fees, Nayax grants Client a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to: (a) access and use the Services on the Client Assets for the usage volumes as specified in the Commercial Terms; (b) permit Authorized Users to access and use the Services for Client’s internal business purposes; and (c) use the Documentation in connection with the Services. Use beyond the authorized scope or usage volumes requires Nayax’s prior written consent and may incur additional fees.
    2. General Restrictions. Except as expressly permitted under this Agreement, Client shall not: (a) copy, modify or create derivative works of the Services; (b) reverse engineer, disassemble, or decompile the Services; (c) sublicense, resell, transfer or make available the Services to any third party; (d) use the Services on behalf of third parties; (e) remove any proprietary notices on the Services; (f) use the Services to develop competing products; (g) access or use the Services beyond usage limits set forth in the Commercial Terms or any use which is not fair and reasonable; (h) interfere with or disrupt the Services; (i) use the Services in violation of applicable law; or (j) transmit malicious code through the Services. Client shall ensure third parties do not engage in the foregoing.
    3. Usage Monitoring. Nayax reserves the right to monitor Client’s use of the Services to verify compliance with this Agreement. If Nayax determines that Client has exceeded its authorized usage, or that use is not fair and reasonable, Nayax may invoice Client for such excess usage at the then-current standard rates.
    4. Extended Channel Distribution. Client acknowledges and agrees that the Services may be used to extend the discovery and display of Client’s products beyond Client’s owned channels (including the Client Assets) to external platforms and channels, including but not limited to large language models (such as ChatGPT), social media platforms (such as TikTok Shops), and other third-party distribution channels (collectively, “Extended Channels”). Client’s participation in Extended Channels is subject to the terms and conditions of the applicable third-party platforms, which are not within Nayax’s control. Client may opt out of any or all Extended Channels by providing written notice to Nayax, and Nayax shall use commercially reasonable efforts to cease distribution through such channels within thirty (30) days of receipt of such notice. Nayax shall have the right to distribute, display, and make available Client’s product information and Client Data through such Extended Channels for the purpose of product discovery and customer engagement, subject to the confidentiality and data protection obligations set forth in this Agreement. Nayax makes no representations or warranties regarding the availability, performance, or policies of any Extended Channels, and shall have no liability for any actions, omissions, or policies of third-party platform providers, including any changes to their terms of service, data handling practices, or availability. Client acknowledges that distribution through Extended Channels may be subject to interruption or modification based on third-party platform requirements.
  4. CLIENT RESPONSIBILITIES
    1. Client Data. Client is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. Client shall ensure that all Client Data is provided in the format and manner specified by Nayax in the Documentation.
    2. Data Rights Warranty. Client represents and warrants that: (a) it owns or has obtained all necessary rights, licenses, consents, and permissions to provide all Client Data to Nayax, including all consents required under applicable data protection and privacy laws for the collection, processing, and transfer of any personal data included in the Client Data; (b) the provision and use of Client Data as contemplated hereunder does not and will not infringe, misappropriate, or violate any third party’s Intellectual Property Rights, privacy rights, data protection rights, or other rights; and (c) Client has complied with all applicable laws, including data protection and privacy laws, in connection with the collection and provision of Client Data. 
    3. Data Quality Dependency. Client acknowledges that the Services depends on the quality and format of Client Data and Client’s integrations. Deficient Client Data will produce correspondingly deficient results. Nayax makes no guarantee of accuracy, performance, shall have no liability for any deficiencies in the Services resulting from Client Data or Client’s failure to implement integrations.
    4. Cooperation. Client shall provide Nayax with all information, access, and cooperation reasonably necessary for Nayax to perform the Services, including timely provision of Client Data, implementation of required technical integrations, and designation of a primary contact for communications with Nayax.
    5. Compliance. Client shall comply with all applicable laws, rules, and regulations in connection with its use of the Services, including all applicable data protection and privacy laws.
    6. Data Protection and Privacy. To the extent that Client Data includes any personal data or personally identifiable information subject to applicable data protection and privacy laws, Nayax’s Data Processing Agreement (“DPA”), available here shall apply to and govern the processing of personal data under this Agreement and is hereby incorporated by reference. 
    7. Indemnification. Client shall defend, indemnify, and hold harmless Nayax and its affiliates against any claim arising from or related to: (a) the Client Data, including any claim that the Client Data is inaccurate, unlawful, or infringes any third party’s Intellectual Property Rights, privacy rights, or data protection rights; (b) any lack of rights in Client Data; (c) any service degradation caused by the Client Data or Client’s integrations; (d) Client’s breach of its obligations under this Agreement; or (e) Client’s use of the Services in violation of this Agreement or applicable law, and shall pay any damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) incurred by Nayax in connection therewith.
  5. FEES AND PAYMENT
    1. Fees. Client shall pay to Nayax the fees set forth in the Commercial Terms (the “Fees”). All Fees are quoted and payable in the currency specified in the Commercial Terms.
    2. Invoicing and Payment. As set forth in the Order Form.
    3. Taxes. All Fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Nayax’s net income.
    4. Late Payment. Any amounts not paid when due shall bear interest at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full.
    5. Price Changes. Nayax may change the Fees from time to time, provided that it gives the Client not less than ninety (90) days’ prior written notice to Client, such increase to take effect at the commencement of the next Renewal Term. If Client does not agree to such increase, Client may terminate this Agreement by providing written notice to Nayax prior to the commencement of such Renewal Term. For the avoidance of doubt, any pricing terms set forth in this Agreement shall apply only to the then-current Subscription Term unless expressly stated otherwise, and shall not limit Nayax’s right to adjust Fees for any Renewal Term in accordance with this Section ‎5.5.
    6. No Setoff. Client shall not withhold or set off any amounts due to Nayax against any other amounts owed (or claimed to be owed) by Nayax to Client.
  6. PROPRIETARY RIGHTS
    1. Nayax Ownership. As between the Parties, Nayax owns and shall retain all right, title, and interest, including all Intellectual Property Rights, in and to: (a) the Services, the Platform, and the Documentation; (b) all improvements, modifications, enhancements, and derivative works of the foregoing; (c) all Service Data and Processed Data; and (d) any feedback, suggestions, or ideas provided by Client regarding the Services.
    2. Client Ownership. As between the Parties, Client owns and shall retain all right, title, and interest in and to all Client Data.
    3. License to Client Data. Client hereby grants to Nayax a non-exclusive, worldwide, royalty-free license during the Subscription Term to use, copy, store, transmit, display, and process Client Data solely to the extent necessary to provide the Services to Client and to generate Service Data.
    4. Service Data. Client acknowledges and agrees that Nayax may collect and use Service Data to operate, improve, and develop the Services and Nayax’s other products and services, provided that such Service Data is aggregated, anonymized and does not identify Client or any individual.
  7. CONFIDENTIALITY
    1. Confidentiality Obligations. The Receiving Party shall: (a) hold all Confidential Information of the Disclosing Party in strict confidence; (b) not disclose any Confidential Information to any third party except as expressly permitted herein; (c) use the Confidential Information solely for the purposes of exercising its rights and performing its obligations under this Agreement; and (d) protect the Confidential Information using the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care.
    2. Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know such information for purposes consistent with this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein.
    3. Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully obtained from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of the Confidential Information.
    4. Compelled Disclosure. If the Receiving Party is compelled by law, a court of competent jurisdiction or the rules of any stock exchange to disclose Confidential Information, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
  8. WARRANTIES AND DISCLAIMERS
    1. Mutual Warranties. Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation of such Party; and (c) its performance under this Agreement will not conflict with any other agreement to which it is a party.
    2. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAYAX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, SECURITY, ACCURACY, AND QUALITY OF RESULTS. NAYAX MAKES NO WARRANTIES REGARDING THIRD-PARTY SERVICES OR ANY SPECIFIC RESULTS, PERFORMANCE LEVELS, REVENUE, OR BUSINESS IMPACT. CLIENT ASSUMES ALL RISK FROM RELIANCE ON THE SERVICES. 
  9. LIMITATION OF LIABILITY
    1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NAYAX ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO NAYAX HEREUNDER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. THE AFOREMENTIONED LIMITATION OF LIABILITY SHALL APPLY TO THE AGGREGATE OF ALL CLAIMS OF THE CLIENT, AND EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THE AFOREMENTIONED LIMITATION
    2. EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, OR DAMAGES FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. Exceptions. The limitations set forth in Sections ‎9.1 and ‎9.2 shall not apply to any claims arising out of or related to (a) the Client’s breach of Section ‎4 (Client responsibilities) or the Client Data (b) either Party’s breach of its confidentiality obligations under Section ‎7; (c) Client’s payment obligations under Section ‎5; (d) Client’s breach of the license restrictions under Section ‎3.2; or (e) damages arising from a Party’s fraud or willful misconduct.
  10. TERM AND TERMINATION
    1. Subscription Term. This Agreement commences on the Effective Date and unless otherwise specified on the order form, shall continue for an initial period of one (1) year (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive periods of one (1) year each (each, a “Renewal Term” and together with the Initial Term, the “Subscription Term”), unless either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to the expiration of the then-current term.
    2. Termination for Cause. Either Party may terminate this Agreement: (a) upon thirty (30) days’ written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within such thirty (30) day period; or (b) immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy, receivership, or similar proceeding.
    3. Effect of Termination. Upon termination or expiration of this Agreement: (a) all rights and licenses granted to Client hereunder shall immediately terminate; (b) Client shall immediately cease all use of the Services; (c) each Party shall return or destroy all Confidential Information of the other Party in its possession or control; (d) Client shall pay to Nayax all Fees accrued prior to the effective date of termination; and (e) upon Client’s written request made within thirty (30) days after termination, Nayax shall make available to Client a copy of the Client Data in a standard format, after which Nayax may delete all Client Data in its systems. Sections which are intended, by their nature, to survive termination of this Agreement shall so survive. 
  11. WAIVER OF PRIOR CLAIMS
    1. Release. To the extent Client was party to a Prior Agreement, Client hereby irrevocably and unconditionally releases and discharges Nayax and its affiliates from any and all claims, demands and liabilities of any nature whatsoever, whether known or unknown, which Client now has or may have, arising out of or relating to the Prior Agreement and any services provided prior to the Effective Date.
  12. GENERAL PROVISIONS
    1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles. The competent courts located in Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. Each Party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.
    2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral, between the Parties concerning such subject matter, including, to the extent applicable, the Prior Agreement. Nayax may amend these Terms and Conditions from time to time upon written notice to Client.
    3. Assignment. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that Nayax may assign this Agreement without consent to an affiliate. Any attempted assignment in violation of this Section shall be void.
    4. Notices. All notices under this Agreement shall be in writing and shall be deemed given: (a) upon personal delivery; (b) one (1) business day following dispatch via email; or (c) one (1) business day after deposit with a nationally recognized overnight courier; in any event to the addresses set forth in the preamble or to such other address as a Party may designate in writing.
    5. Publicity. Client shall not issue any press release or public communication concerning this Agreement or use Nayax’s name or logos without Nayax’s prior written consent. Nayax may identify Client as a Nayax customer in its marketing materials and use Client’s name, logo, and trademarks in its website, marketing materials,. case studies, and presentations. For publicly released materials Nayax will notify client prior to publication.
    6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.
    7. Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
    8. Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) where such failure or delay results from circumstances beyond the reasonable control of that Party, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of governmental authorities, labor disputes, failures of third-party telecommunications or power supply, or denial of service attacks.
    9. Export Compliance. Client shall comply with all applicable export control laws and regulations in connection with its use of the Services.
    10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.