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Computer C-Data Ltd. – Terms and Conditions

Computer C-Data Ltd. – Terms and Conditions

Updated: March 2025

      1. Computer C-Data Ltd. (“C-Data“) provides an online marketplace (the “Marketplace“) where resellers can purchase certain third-party services, subscriptions, licenses and/or other objects of purchase (collectively, “Subscriptions“) and subsequently sell such Subscriptions to their customers (“Customer). 
      2. These terms and conditions (“Terms and Conditions“) together with the privacy policy, as updated by C-Data from time to time, currently available at https://c-data-cloud.co.il/forms/privacy.
      3.  (“Privacy Policy“, together with the Terms and Conditions, DPA (as defined below), and any additional C-Data terms, conditions, and policies on C-Data’s Marketplace and/or referenced herein, collectively the “Agreement“) is a contract between you (“Reseller“) and C-Data. This Agreement sets forth the legally binding terms and conditions for any use of the Marketplace provided by C-Data. 
      4. By using C-Data’s Marketplace in any manner, including but not limited to visiting or browsing the Marketplace, or by making any attempt to make a purchase and/or otherwise using the Marketplace, Reseller agrees to this Agreement. If Reseller does not accept this Agreement in its entirety, Reseller may not access, use or make any further attempt to use the Marketplace.
      5. C-Data may change the terms of this Agreement from time to time, with or without notice to Reseller and at C-Data’s sole discretion, and Reseller’s continued Use of the Marketplace, after such changes have been posted on the Marketplace, constitutes the acceptance of all such changes. It is Reseller’s responsibility to regularly review this Agreement when using the Marketplace. 
      6. If Reseller agrees to this Agreement on behalf of an entity, Reseller represents and warrants that Reseller has the authority to bind that entity to this Agreement. In that event, “Reseller” will refer and apply to that entity. 
      7. It shall hereby be clarified that this Agreement does not apply to the Subscriptions on the Marketplace. Subscriptions are subject to Third-Party Terms (as defined below). C-Data’s Marketplace provides an option for Resellers to purchase such third-party Subscriptions through the Marketplace. However, C-Data is not in any way whatsoever responsible for such Subscriptions, which are offered by such third parties, and are subject to applicable terms and conditions as further described herein.
      1. Right to Access and Use the Marketplace.  During the Term (as defined below) C-Data grants Reseller, within the territory of Israel, a limited, revocable, non-exclusive, non-sub-licensable, non-transferrable, right to access and use the Marketplace, solely in accordance with the Agreement, and subject to the Reseller’s compliance with the terms and conditions of the Agreement. 
      2. Use Restrictions. Reseller must not use the Marketplace (or any part thereof) in any manner or for any purpose other than as expressly permitted in the Agreement. Reseller shall not, and shall ensure that Customer does not: (i) copy, modify, alter, make a backup, tamper with, repair, or otherwise create derivative works of the Marketplace, or any part thereof; (ii) reverse engineer, disassemble, license, sublicense, distribute, rent, sell, duplicate, or decompile the Marketplace, or apply any other process or procedure to derive the source code of any software included in the Marketplace; (iii) create links to any content available via the Marketplace, without C-Data’s prior written approval; (iv) use manual or automatic devices or software, coding robots or other means to access, explore, extract or index any page on the Marketplace; (v) scan the Marketplace, or test the vulnerability of the Marketplace, or breach the security or authentication measures of the Marketplace; (vi) use logos, trademarks or any other element protected by C-Data’s intellectual property rights; (vii) simulate the appearance or functioning of the Marketplace, e.g. by mirroring; (viii) disturb or disrupt the Marketplace, directly or indirectly, or transmit or activate viruses via or on the Marketplace; (ix) violate any laws in connection with Reseller’s use of the Marketplace. All rights granted to Reseller in the Agreement are conditional on Reseller’s continued compliance with the Agreement, and such rights will immediately terminate if Reseller does not comply with any of the terms and condition of the Agreement. 
      3. Availability, Updates, Suspension and Termination of the Marketplace. C-Data will make reasonable commercial efforts to keep the Marketplace operational during normal business hours. However, Reseller acknowledges that it is normal to have a certain amount of system downtime and agrees not to hold C-Data liable for any of the consequences of such interruptions. Further, at C-Data’s sole discretion, C-Data may at any time and for any reason (i) modify, correct, amend, enhance, improve, reduce, replace, discontinue, or make any other changes to the Marketplace (or any part thereof), or (ii) block Reseller’s access to the Marketplace and/or limit, suspend or terminate Reseller’s Account without any liability to Reseller or to any third party. 
      1. In order to use the Marketplace, Reseller must have an account activated on the Marketplace (the “Account“). In order to have an Account activated, Reseller must send C-Data all the information requested by C-Data for creating an account (such as name, email address, billing address, telephone number, payment information etc.), in any manner or form requested by C-Data (“Account Registration Request“). It is hereby clarified that C-Data may accept or reject such Account Registration Request at C-Data’s sole discretion. If C-Data accepts Reseller’s request the Account will be activated. 
      2. By sending the Account Registration Request to C-Data, Reseller acknowledges and agrees that, in case the Account is activated: (i) Reseller may place an Offer (as defined below) for Subscriptions listed for purchase on the Marketplace; (ii)  Reseller may sell the Subscriptions (as defined above) purchased by Reseller on a non-exclusive basis, subject to the terms hereof and the applicable Third-Party Terms (as defined below); (iii) Reseller is not authorized to, and will not attempt to, enter into any contract, agreement or other commitment, make any warranty or guaranty, create or assume any obligation or liability, express or implied, in the name of or otherwise on behalf of C-Data; (iv) Reseller may not either directly or indirectly modify, adapt, reverse engineer, or disassemble the Subscriptions and/or create derivative works based on the Subscriptions; (v) unless otherwise authorized in writing by C-Data, Reseller may not copy software contained within the Subscriptions for any purpose; (vi) Reseller will not have or acquire by virtue of this Agreement or otherwise any vested, proprietary or other right in the promotion of any Subscription or in any goodwill created by its efforts; (vii) Reseller will promptly investigate and report to C-Data all complaints received by Reseller with regard to any Subscriptions (including, but not limited to, warranty claims), and promptly notify C-Data of any action taken (or to be taken) in connection therewith; (viii) in performing this Agreement Reseller will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any governmental authority of competent jurisdiction (including, without limitation, all applicable export control laws, anti-trust, anti-corruption, anti-terrorism regulations, consumer protection laws, rules, orders and other requirements). Reseller will check and monitor with best effort and prudence that anyone using the Marketplace on its behalf including Reseller’s Customer, has been checked against US, UN and EU anti-terror sanctions lists. In case such user appears and have access to the Marketplace, Reseller would remove the respective access right immediately.
      3. With respect to Account information Reseller acknowledges and agrees that: (i) Reseller shall provide accurate information and shall keep Reseller’s personal Account information up-to-date and accurate at all times, including a valid email address; (ii) in the Account Reseller must provide and maintain valid payment information, such as valid credit card information or a valid PayPal account; (iii); Reseller’s identifications and passwords must be kept secret by the Reseller, and Reseller will protect Reseller’s personal Account information and password from unauthorized access by third parties and undertakes to activate Multi-Factor-Authentication (“MFA”) for its account access as well as its email account related to Reseller’s account login (iv) Reseller shall bear full responsibility for all activity, liability, and damage resulting from Reseller’s failure to securely maintain Reseller’s personal Account information and password as well as for any activities conducted through Reseller’s Account; (v) Reseller’s Account information, particularly Reseller’s email address and password, authenticates Reseller’s identity, and C-Data is entitled to act on any transaction instructions received from Reseller’s Account information, regardless of whether it is being used with authorization from Reseller; (vi) C-Data cannot and will not be liable for any loss or damage arising from Reseller’s failure to keep Reseller’s password secure and for any activities conducted through Reseller’s Account; (vii) Reseller may not transfer, sell, rent, assign, sub-license, or otherwise allow another party to access or use its Account, unless as specifically permitted hereunder. 
      4. Reseller is solely responsible for Reseller’s conduct and activities on the Marketplace, including in connection with Reseller’s Account and any other interactions with C-Data. 
      5. Reseller may discontinue its use of the Marketplace (or any part thereof) at any time during the Term (“Cancellation of Account”). Such Cancellation of Account shall be initiated by Reseller by contacting C-Data and following the instructions provided by C-Data.
      1. The terms of C-Data’s data processing addendum, available upon request, as updated from time to time (“DPA”), are hereby incorporated by reference and apply to the processing of Reseller Data when C- Data processes the Reseller Data solely on behalf of the Reseller and un accordance with Reseller’s instructions, subject to data protection laws. 
      1. It shall hereby be clarified that any Subscriptions listed for purchase on the Marketplace do not constitute offers by C-Data to Reseller. 
      2. Reseller may choose certain Subscriptions presented on the Marketplace and the requested number thereof and submit an order for such Subscriptions by clicking the “Submit an Order” button (or such other button as shall be provided on the Marketplace) in the order section on the Marketplace. By clicking the “Submit an Order” button (or any other similar button on the Marketplace), Reseller makes a legally binding offer to C-Data to purchase the Subscription at the price provided on the Marketplace (“Offer“). 
      3. Upon clicking the “Submit an Order” button Reseller agrees and warrants that (i) Reseller is in compliance with all aspects of this Agreement; (ii) clicking the “Submit an Order” button constitutes a legally binding Offer by Reseller to purchase a specific Subscription for the price provided on the Marketplace, and C-Data may accept or decline such Offer at C-Data’s sole discretion; (iii) in case C-Data accepts such Offer, Reseller has entered into a legally binding contract with C-Data to purchase the Subscription(s) through the Marketplace; (iv) Reseller will sell Customer any Subscription, solely in accordance with the terms and conditions hereof and in compliance with all applicable law (including Israeli consumer protection law); and (v) Reseller must obtain Customer’s written undertaking to comply with the applicable Third-Party Terms, prior to selling any Subscription to Customer. 
      4. If C-Data accepts the Offer, Reseller will be provided by a payment request (“Invoice“). Reseller shall be obligated to pay C-Data in accordance with the payment terms contained in the Invoice. 

In case Reseller requires support with respect to the Marketplace, Reseller shall submit a support ticket at https://support.c-data-cloud.co.il/.

    1. The Subscriptions provided on the Marketplace are not controlled by or subject to this Agreement but are subject to third-party terms of use and privacy policies, third-party terms for end users, and other third-party terms, policies, and content (“Third-Party Terms“).  Third-Party Terms and/or any links to such Third-Party Terms and/or third-party websites and/or marketplaces on the Marketplace are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by C-Data. 
    2. Neither C-Data nor its affiliates, employees, directors, shareholders will be liable and/or responsible in any way for the Subscriptions and/or such Third-Party Terms, whether accessed through the Marketplace or otherwise. C-Data makes no warranties or representations whatsoever with regard to any Subscriptions and/or Third-Party Terms. C-Data has no control over such Third-Party Terms. 
    3. Reseller should review the applicable Third-Party Terms of any marketplace of website to which Reseller navigates to or any applications Reseller uses or installs from the Marketplace. Reseller agrees that C-Data shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any Subscription and/or the use of or reliance on any such Third-Party Terms.
  2. Adding a New Customer.

In case Reseller wishes to add a new Customer, Reseller shall insert all the requested details in the “Add New Customer” section on the Marketplace and click the “Submit” button (or any other button provided on the Marketplace). 

      1. No Agency. This Agreement and any registration for or use of the Marketplace by any Reseller, will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between Reseller and C-Data, except and solely to the extent expressly stated.
      2. No Party. C-Data is not a party to any engagement or dealing made by and between any Reseller and Customer. C-Data is not and will not be liable for (i) any act or omission made by Reseller; (ii) the fulfillment of Reseller’s obligations (including with respect to the Subscriptions); (iii) any of the representations made by Reseller to Customer. 
      1. Marketplace Term. The Agreement shall become effective upon acceptance and shall remain in effect until terminated in accordance with this Section ‎12.3 (the “Term”).
      2. Termination.
        1. By Reseller’s Cancellation of Account, as specified under Section ‎‎3.5 above.
        2. By C-Data, at any time at its sole discretion. 
      3. Effect of Termination. Upon any expiration or termination of this Agreement: (i) all payments owed to C-Data shall be paid immediately by Reseller; and (ii) all licenses granted to Reseller under this Agreement, and Reseller’s status as an authorized Reseller of C-Data’s Marketplace shall terminate; and (iii) Reseller will promptly return or, if instructed by C-Data, destroy all C-Data confidential information in Reseller’s possession.
      4. C-Data will not have any liability (e.g., for any claim of damages, loss of revenue, profit or compensation for anticipated revenues or profits or for any costs, expenses, expenditures, investments or other commitment made in reliance upon or otherwise in connection with this Agreement) to the other on account of any termination of the Term in accordance with this Section.  
      5. Survival. Sections ‎5, ‎9, ‎11, ‎12.4, ‎12.5, ‎13-‎18 of this Agreement shall survive any termination thereof.
      1. With respect to all trade names, trademarks, service marks or other indicia of origin associated with the Subscriptions and all other proprietary rights to and/or of the Subscriptions (the “Subscription IP“) it shall be clarified that any use of the Subscription IP must be in accordance with the applicable Third-Party Terms.
      2. With respect to proprietary rights in or to the content on the Marketplace (“Marketplace IP“):
        1. All title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Marketplace shall remain in C-Data, and/or its licensors, if any. C-Data expressly reserves all rights to the foregoing, and except for the limited grant of rights expressly set forth herein, C-Data does not grant Reseller any right, title, or interest in any intellectual property owned or licensed by C-Data. To the extent, if any, that ownership of the Marketplace, or any part thereof, does not automatically vest in C-Data by virtue of the Agreement, or otherwise, Reseller hereby transfers and assigns to C-Data, upon the creation thereof, all rights, title and interest Reseller may have in and to such Marketplace (and waives any and all moral rights, as applicable).
        2. Feedback. If Reseller provides any suggested improvements and/or comments to the Marketplace (“Feedback”), Reseller hereby assigns to C-Data all right, title, and interest in and to such Feedback. C-Data may use such Feedback without any payment or restriction.

“Confidential Information” means all information directly or indirectly disclosed by either party (“Disclosing Party”), its affiliates, business partners or their respective employees, contractors or agents to the other party (“Receiving Party”), including without limitation (a) non-public information relating to Disclosing Party’s or its affiliates’ or business partners’ technology, Resellers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that Disclosing Party is obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between the parties and/or their affiliates. Confidential Information does not include any information that:(i) is or becomes publicly available without breach of this Agreement;(ii) can be shown by documentation to have been known to Receiving Party at the time of its disclosure by Disclosing Party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by Receiving Party without reference to the Confidential Information. The Receiving Party will not disclose Confidential Information of the Disclosing Party during the Term or at any time during five (5) years following the end of the Term.

    1. Warranty Disclaimer. 
      1. C-Data is not involved in any transaction between Reseller and Customer. It shall hereby be clarified that C-Data is not responsible or liable to Customer in any way. 
      2. THE MARKETPLACE AND THE SUBSCRIPTIONS ARE BEING PROVIDED TO RESELLER ON AN “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ACCORDINGLY, C-DATA, ITS AFFILIATES AND THIRD-PARTY PROVIDERS EXCLUDES ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY REGARDING THE MARKETPLACE, THE SUBSCRIPTIONS, ANY ACTIVITIES IN CONNECTION WITH THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FUNCTIONALITY MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. C-DATA, ITS AFFILIATES, AND THIRD-PARTY PROVIDERS DO NOT WARRANT THAT THE MARKETPLACE AND/OR THE SUBSCRIPTIONS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL MATERIALS, AND DO NOT MAKE ANY WARRANTIES WITH RESPECT TO QUALITY, PERFORMANCE, ACCURACY, RELIABILITY, SECURITY, CAPABILITY OR OTHERWISE. C-DATA DOES NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY SERVICE, SUBSCRIPTION, SOFTWARE, PROGRAM, OR ANY INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE MARKETPLACE. C-DATA, ITS AFFILIATES  AND THIRD-PARTY PROVIDERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY RESELLER’S DATA, CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE MARKETPLACE AND RESELLER ACKNOWLEDGES THAT RESELLER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS CONTENT, DATA, AND ITS DATA AND THAT ANY RELIANCE UPON ANY USE OF THE MARKETPLACE AND/OR THE SUBSCRIPTIONS SHALL BE AT RESELLER’S SOLE RISK. 

IN NO EVENT WILL C-DATA OR ITS THIRD-PARTY PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY PUNITIVE OR INDIRECT COSTS OR DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, FRUSTRATED INVESTMENTS AND COSTS, THIRD PARTY CLAIMS, DAMAGE TO REPUTATION, CANCELLATION OR DISRUPTION OF OPERATION, AND LOSS OF DATA ETC. WHICH SHALL BE CONSIDERED CONSEQUENTIAL OR INDIRECT DAMAGES). NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE AGGREGATE LIABILITY OF C-DATA TO RESELLER, CUSTOMER OR TO ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF NIS 500 OR THE AMOUNT ACTUALLY RECEIVEID BY C-DATA FROM RESELLER, UNDER THE AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE DATE OF THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. NO ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF ITS FORM, MAY BE BROUGHT BY EITHER PARTY MORE THAN FIVE (5) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED AND, IN ANY EVENT, NO LATER THAN TWO (2) MONTHS AFTER THE TERMINATION OF THIS AGREEMENT, EXCEPT FOR AN ACTION FOR NON-PAYMENT BROUGHT BY C-DATA. 

Reseller agrees to defend, indemnify, and hold harmless C-Data, its affiliates and third-party providers (“Indemnified Parties”) from and against all claims, demands, liabilities, costs, losses, and expenses, including legal costs, as a result of any claim or proceeding against the Indemnified Party made by any third party arising out of or based upon (i) Reseller`s (or anyone on its behalf) use of the Marketplace (ii) the Reseller’s or its employees’, contractors’, agents’ or representatives’ misrepresentations or breach relating to C-Data, the Subscriptions, or this Agreement, regardless of the form of action; (iii) Reseller`s (or anyone on its behalf) breach of any third-party agreement including Third-Party Terms or violation of applicable law or the rights of any third party; or (iv) the Reseller’s negligent or willful misconduct. Without derogating from the above, the Reseller shall be solely responsible for any claims, warranties, or representations made by the Reseller or its employees, contractors, agents or representatives outside the express authorization provided to the Reseller under this Agreement. Notwithstanding anything to the contrary herein, limitations of liability explicitly do not apply to breaches of confidentiality obligations, indemnification obligations, or Reseller’s payment obligations.

      1. Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to the rules with respect to conflicts-of-law. Any dispute arising out of, or relating to this Agreement shall be resolved exclusively by the competent courts of the Tel Aviv-Jaffa district, and each of the parties hereby submits exclusively and irrevocably to the jurisdiction of such courts. 
      2. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
      3. Notices & Consent to Electronic Notice. Reseller consents to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or Reseller’s use of C-Data Marketplace. Notices hereunder shall be invalid unless made in writing and given (a) by C-Data via email (in each case to the email address that Reseller provides), (b) a posting on C-Data Marketplace or (c) by Reseller via support ticket at https://support.c-data-cloud.co.il/ or to such other addresses as C-Data may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
      4. Modifications. No modification or amendment to this Agreement shall be binding upon C-Data unless in a written instrument signed by a duly authorized representative of C-Data. For the purposes of this section, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.
      5. No Waiver. The failure or delay of either party to exercise or enforce any right or claim under this Agreement does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
      6. Assignability. Reseller may not assign this Agreement, or any of its rights or obligations hereunder, without C-Data’s prior written consent in the form of a written instrument signed by a duly authorized representative of C-Data (and, for the purposes of this section, a written instrument shall expressly exclude electronic communications such as email and electronic notices). C-Data may freely assign this Agreement without consent of Reseller. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
      7. Titles and Headings. Titles, sections and section headings are included solely for convenient reference and are not intended to be descriptions of the contents hereof.
      8. Force Majeure. Any delay in the performance of any duties or obligations of C-Data will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war or any other event beyond the reasonable control of C-Data, provided that C-Data uses reasonable efforts, under the circumstances, to notify the Reseller of the cause of such delay and to resume performance as soon as possible.

 

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