Last updated: January 27, 2026
NGC Digital Ltd., a company organized and existing under the laws of the state of Israel, provides these terms governing customer use of its Agentic AI modules, delivered on a subscription basis. By executing an Order Form or using the System, the customer and its users accept these terms.
Section headings serve organizational purposes only. Key defined terms include:
NGC Digital grants customers a limited, non-exclusive, non-sublicensable, non-transferable and revocable right and license to use Products during the subscription term for their organization and designated users. After the effective date, parties enter a setup phase for system integration with the customer's platforms. Upon the Release Date as defined in the Order Form, products become available.
NGC Digital retains all rights and intellectual property in the System and delivered materials.
Customer feedback regarding the system is deemed non-confidential, granting NGC Digital a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate such feedback without approval or additional payment.
NGC Digital implements commercially reasonable administrative, physical and technical measures protecting customer data security, confidentiality, and integrity, though provides no assurances against sophisticated attacks or circumvention.
The System may include third-party software subject to open-source or third-party licenses. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail. Third-party components are provided "AS IS" without warranties.
During the subscription term, NGC Digital provides all generally-available updates at no additional cost. New modules require additional payment per the Order Form or separate agreement.
NGC Digital provides 30 days' advance notice of changes likely to materially affect system use.
Support is provided by experienced personnel or technical specialists capable of addressing system faults, with assistance from software programmers familiar with the system. Standard support covers error correction, problem-solving assistance, and guidance on optimal product use.
Support hours operate Sunday to Thursday from 0930 to 1730 Israel time zone.
Customers and users report issues via hello@ngcdigital.io, to which NGC Digital responds promptly during support hours, with customers providing sufficient problem details. Support responses occur via email or telephone with reasonably necessary assistance. After receiving support requests, NGC Digital begins work identifying fixes or acceptable workarounds within five working days.
Standard support excludes non-system-related problem diagnosis, lost or corrupted data recovery attempts, and faults from using products outside design specifications.
Customers represent they are validly organized entities in good standing with authority to enter agreements without conflicting obligations, and their executed agreement constitutes a valid, binding, enforceable obligation.
Customers accept responsibility for securing usernames, passwords, and admin credentials, nominating a primary NGC Digital contact, changeable with reasonable advance notice.
Customers shall not, directly or indirectly:
Customers obtain and maintain compatible equipment (modems, hardware, servers, software, operating systems, networking, web servers) for system connection and access, ensuring equipment compatibility and security. Customers bear responsibility for users' acts and omissions as if their own.
Customers ensure their system use complies with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations they maintain. All customer data remains the customer's property. Customers grant NGC Digital a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use, collect, transfer, and process customer data solely for providing products under the Order Form and Agreement.
Customers pay fees listed on Order Forms in the specified currency. All payment obligations are non-cancellable and, unless otherwise provided in this Agreement, nonrefundable.
When Order Forms define usage volumes with additional charges, customers exceeding volumes pay additional fees per Order Form tables. Monthly invoices cover overage charges for that month's services.
Unless the Order Form specifies different payment terms, invoices are due within fourteen (14) days of receipt. If bona fide disputes exist, customers must promptly provide full dispute details and grounds, paying undisputed invoice portions within 30 days.
Unpaid invoices accrue a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
Fees exclude sales, use, value-added, withholding, and other taxes and duties. Customers bear all taxes, withholdings, and duties regarding product use unless the Order Form specifies otherwise.
Customer shall have no right to withhold or reduce the Fees payable under this Agreement or set off any amount against amounts owed for alleged system defects or other claims. Invoices are sent via email or electronic means to customer-provided addresses.
NGC Digital warrants it has authority and ability to honour obligations and will use all reasonable skill and care in performing its duties under this Agreement and will do so in a timely and professional manner.
The System provided as such is provided "AS IS" and without warranties of any kind, express or implied. While NGC Digital minimizes interruptions and provides advance notice when possible, NGC Digital cannot guarantee uninterrupted service on a 24/7/365 basis, and there will inevitably be times when the System will be unavailable.
To the extent permitted by applicable law, NGC Digital disclaims all other warranties, including implied warranties of merchantability or fitness for any particular purpose.
NGC Digital bears no responsibility under contract, negligence, strict liability, or other legal theory for: error or use interruption, data loss or corruption, substitute goods costs, business losses, revenue losses, or profits losses; indirect, exemplary, incidental, punitive, special, or consequential damages; matters beyond reasonable control; or amounts exceeding Fees paid in the preceding 12 months, even if NGC Digital was advised of loss possibilities.
Customers acknowledge that system interruption from circumstances beyond NGC Digital's reasonable control does not constitute service outages or deficiencies entitling remedies.
NGC Digital does not exclude liability for: personal injury from its negligence or wilful default or employee/agent/subcontractor negligence; indemnity obligations; or fraudulent misrepresentation.
NGC Digital's Indemnification: NGC Digital defends customers against third-party claims alleging system use infringes patents, trademarks, or copyrights, indemnifying customers for finally-awarded damages or NGC Digital-approved settlements. Obligations exclude non-NGC-Digital-supplied components or components combined with customer materials where infringement would not occur without the combination. If system use becomes or likely becomes the subject of infringement claims, NGC Digital may: procure rights for continued use; replace or modify the System for non-infringement; or, if impracticable, terminate the Agreement or Order Form with a pro-rata refund of prepaid fees covering the remaining Term. This provision states NGC Digital's entire liability and the customer's exclusive remedy for third-party intellectual property infringement or misappropriation.
Customer's Indemnification: Customers defend NGC Digital against third-party claims arising from excluded claims or Restriction breaches, indemnifying NGC Digital for finally-awarded damages or approved settlements.
Indemnification Procedures: Each party's indemnification depends on the indemnified party promptly notifying the indemnifying party in writing and cooperating in claim defence. The indemnified party may participate in defence with self-selected counsel, subject to the indemnifying party controlling defence. The indemnifying party cannot settle third-party claims without the indemnified party's prior written consent, not unreasonably withheld.
Customers acknowledge all intellectual property subsisting in or used with the System remains NGC Digital's sole property, which they will not question or dispute during or after Agreement expiry or termination.
If NGC Digital creates inventions, designs, or processes performing or resulting from this Agreement, customers acknowledge these become NGC Digital's sole property unless NGC Digital otherwise agrees in writing.
Each party uses the other's confidential information solely as permitted under this Agreement, not disclosing it directly or indirectly to third parties without prior written consent, except as permitted. Parties may disclose confidential information to employees, officers, directors, attorneys, or auditors needing knowledge and legally bound by consistent confidentiality obligations; or as legally required (with prior written notification when legally permitted, opportunity to contest, and reasonable disclosure minimization efforts). Parties will not disclose Agreement terms to third parties, except confidentially to actual or potential lenders, investors, or acquirers.
Each party exercises due care protecting confidential information from unauthorized use and disclosure. Non-breaching parties may seek immediate injunctive and other equitable relief for actual or threatened breach without waiving other rights or remedies. Parties promptly notify each other of confidentiality obligation violations.
This clause survives Agreement termination.
The initial subscription period, specified in the Order Form, automatically renews for successive twelve-month terms unless either party requests termination at least 30 days prior to the end of the then-current term.
NGC Digital may terminate with customers providing 60 days' advance written notice. Customers may terminate providing 30 days' advance written notice.
Either party may terminate upon written notice if: the other party materially breaches terms and, if capable of remedy, fails to promptly remedy within fourteen (14) calendar days of notice; or subject to applicable law, if the other party faces liquidation, dissolution commencement, substantial asset assignment for creditor benefit, bankruptcy, or similar proceedings.
If termination results from customer material breach, customers pay all remaining Fees through outstanding Order Forms or lose prepaid Fees as non-refundable. If customers terminate due to NGC Digital material breach, NGC Digital pro-rata refunds prepaid Fees covering remaining Order Form periods after the termination effective date.
Upon Agreement expiration or termination, all System licenses, rights, and obligations immediately terminate, except accrued payment obligations and terms surviving by nature: Restrictions, confidentiality terms, disclaimers, liability limitations, termination terms, and general provisions.
This Agreement benefits only parties to it, unenforceable by non-parties, with no trustee declarations for third-party benefit.
Failure to enforce Agreement provisions wholly or partly does not constitute waiver of party rights, does not affect Agreement validity, and does not prejudice subsequent action rights.
No party shall assign or transfer all or part of this Agreement without prior written consent. Exceptions exist for assignments via merger, consolidation, equity interest sales, or substantially all asset sales related to that party.
Customers consent to receiving communications from NGC Digital via email per the Agreement and applicable law, acknowledging electronic communications satisfy written communication requirements. All permitted or required notices must be written: to customers via their account-associated email address; to NGC Digital via hello@ngcdigital.io. Notices are deemed given when emailed to customers or when NGC Digital receives NGC Digital-directed notices.
This Agreement is governed by Israeli law without conflict-of-law principles application. The courts located in Tel Aviv, Israel, shall have sole and exclusive jurisdiction over any dispute arising hereunder and the Parties hereby submit to the jurisdiction thereof.
NGC Digital may discretionarily update Agreement terms with notice as required by law.
Neither party bears liability for delay or performance failure from events beyond reasonable control — strikes, blockades, war, terrorism, riots, natural disasters, power or telecommunications failures, or government licence refusals — except for fee payment failures.
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