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Supplyve

Terms of Service

Updated March 2024
 

HaShuk Inventory Ltd. (“HaShuk”) also known as Supplyve provides a platform for data extraction, inventory and product tracking - including software, a website and app (the “Platform”). These Terms and Conditions (“Terms”) govern your access and use of the Platform. “You” means any user of the Platform.

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  1. The Service

    1. Grant. Subject to full payment of the applicable Fees (as defined in Section ‎2 below) and subject to the other provisions of these Terms and Customer’s compliance therewith, HaShuk hereby grants the Customer a limited, non-exclusive and non-transferable right, during the Subscription Term, to access, the Service, for its internal business purposes, and to permit Authorized Users to use the Service, subject to the terms and conditions of these Terms. All rights in the Platform and Service not expressly granted hereunder are reserved to HaShuk (or its licensors). For the purpose of these Terms, “Service” shall mean the service to be provided by HaShuk to Customer hereunder consisting of provision of access to the Platform and use rights thereof, on a ‘Software-as-a-Service’ basis, as well as the technical support services provided by HaShuk to the Customer as part of and in connection with the Service.
       

    2. Scope.  The access and use rights granted to Customer hereunder are limited to the Platform and to retrieval of the Service by Customer’s personnel or Customer’s affiliates’ personnel who are specifically authorized by Customer to access the Service (“Authorized Users”) only. Customer shall have no right pursuant to these Terms to distribute the Service in whole or in part over the Internet, or via email or instant messaging and the like. With respect to the Authorized Users, Customer undertakes that it shall not knowingly allow Authorized User to breach any terms of use or service (including any acceptable use policy), each as updated by HaShuk from time to time, provided such terms and policy are shown to the Authorized User through the Platform.
       

    3. Restrictions. The Customer shall not and shall cause Authorized Users not to: (i) except as may be expressly permitted in these Terms, permit any third party to access or use of the Platform or the Service or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service); (ii) modify, adapt, edit, alter, abridge, translate, or otherwise change in any manner the content of the Service, nor shall Customer create derivative works from the Platform or the Service; (iii) copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease, sublicense, loan (or grant any third party access to or use of) or otherwise exploit the Service or the Platform; (iv) attempt to discover or gain access to the source code for the software underlying the Platform and Services or reverse engineer, decode, modify, decrypt, extract, disassemble or decompile such software (v) obscure, amend or remove any copyright notice, trademark or other proprietary marking on, or visible during the operation or use of, the Platform, the Service or underlying software; or (vi) use the Platform or the Service to: (1) upload, store, post, transmit, distribute, link to or otherwise make available, or advertise or promote any content that infringes any Intellectual property rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited as set out in any acceptable use policy published online through the Service, as updated by HaShuk from time to time ("Prohibited Content"); (2) transmit or distribute any unsolicited or unauthorized advertising, marketing or promotional material (3) otherwise engage in any unlawful activity. Any unauthorized reproduction, publication, further distribution or public exhibition of the all data, information and material owned by or licensed to HaShuk or any HaShuk Affiliate and comprised within the Platform and/or the Service (“HaShuk Content”), in whole or in part, is strictly prohibited.
       

    4. Support Services. As an integral part of the Service, HaShuk shall provide support services to Customer. HaShuk personnel will be available to answer questions and otherwise assist in troubleshooting problems that may occur in the day-to-day running of the HaShuk Platform. Support services will be provided in accordance with the applicable order form by contacting contact@supplyve.com. 
       

  2. Fees and Payment

    1. Fees.  In consideration for the Service and rights granted herein, commencing on the Effective Date, Customer shall regularly pay HaShuk during the term of the subscription (the “Subscription Term”), the fees listed in the applicable order form. All Fees shall be payable in advance, based on the Service and the number of Subscription Users identified in the applicable order form. Fees are non-refundable, including in the event of early termination for any reason whatsoever.
       

    2. Payment Terms. The Customer shall on the Effective Date provide to HaShuk a valid, up-to-date and complete credit card details acceptable to HaShuk and any other relevant valid, up-to-date and complete contact and billing details and hereby authorizes HaShuk to bill such credit card to effect payment of the Fees.
       

    3. Late Payments. If HaShuk has not received payment within thirty (30) days of the due date, and without prejudice to any other rights and remedies of HaShuk under these Terms or law, HaShuk may, without liability to the Customer: (i) Suspend access, including by disabling the Customer’s password and account, to all or part of the Service and Platform and HaShuk shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and charge interest from the day on which the Fees are due at a rate of 1.5 percent (%) per month, but in no event higher than the maximum legal rate permissible under applicable law.
       

  3. Representations and Warranties

    1. HaShuk warrants that the Platform and Service shall, under normal operating conditions, substantially conform to the functionality described in the specification set out on the relevant product pages at HaShuk’s website. In any event of non-conformity, the Customer must promptly notify HaShuk in writing.
       

    2. HASHUK DOES NOT CONTROL THE CONTENT POSTED TO OR VIA THE SERVICE AND, IN PARTICULAR, DOES NOT CONTROL THE DATA INPUT OR UPLOADED TO THE PLATFORM OR TRANSMITTED THROUGH THE SERVICE BY THE CUSTOMER AND/OR ANY AUTHORIZED USER (THE “CUSTOMER DATA”). AND, AS SUCH, HASHUK DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, CORRECTNESS, RELIABILITY, INTEGRITY, USEFULNESS, QUALITY, FITNESS FOR PURPOSE OR ORIGINALITY OF ANY OF THE FOREGOING CONTENT OR DATA. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE PLATFORM, THE HIBO CONTENT, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREON, HASHUK DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. IN PARTICULAR, HASHUK DOES NOT WARRANT THAT THE OPERATION OF THE PLATFORM OR THE SERVICE WILL BE UNINTERRUPTED, CONTAMINANT-FREE OR ERROR-FREE, THAT SYSTEM AVAILABILITY BE MAINTAINED, THAT ANY ERROR, BUG OR PROBLEM BE RESOLVED OR THAT THEY WILL MEET THE CUSTOMER’S REQUIREMENTS.
       

  4. Intellectual Property

    1. The Service, Platform and underlying software are copyrighted, trade secret and confidential information of HaShuk or its licensors and are protected by applicable copyright laws. HaShuk and/or its licensors maintain exclusive title to all intellectual property rights in the Platform, the Service, the software underlying same, and all copies thereof, including any and all modifications, improvements, derivatives, and/or enhancements to any and all of the foregoing, and all specifications, designs, programs and utilities provided by HaShuk under these Terms. Further, HaShuk is the exclusive owner of any and all HaShuk’s brands, trademarks and logos. Except as expressly permitted by these Terms, Customer may not use any of HaShuk’s intellectual property rights without HaShuk’s prior written consent. Nothing in these Terms shall cause the ownership of any Intellectual property rights belonging to one Party to be transferred to the other and in no event shall the rights granted under these Terms be construed as granting Customer expressly or by implication, estoppel or otherwise, a right or license to any HaShuk Intellectual property rights other than as expressly granted herein.
       

    2. The Customer and/or its licensors shall, as between the Parties, remain the owner of all intellectual property rights in the Customer Data. The Customer hereby grants HaShuk, free of charge, a royalty-free, perpetual, worldwide, non-exclusive license to use the Customer Data incorporated into the Platform. The Customer warrants that the Customer owns the Customer Data and/or are otherwise entitled to grant the foregoing licence. Customer acknowledges that through the Company's use of the Platform, HaShuk may collect certain data about the Company and its users. HaShuk will use this data to produce deliverables and reports for the Customer, and may also use the data to improve the Services. Any use that the market makes of such data will meet the applicable legal requirements in accordance with Section 6 below. 
       

    3. The provisions of this Section shall survive the termination or expiration of these Terms.

 

 5. Limitation of Liability

A PARTY AND ITS AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS SHALL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO CUSTOMER, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOST REVENUES LOSS OF DATA, MANAGEMENT TIME OR LOSS OR DAMAGE TO REPUTATION AND GOODWILL (COLLECTIVELY, THE “EXCLUDED DAMAGES''), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, NOR UNDER ANY INDEMNITY HEREUNDER EVEN IF ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. EXCEPT IN CONNECTION WITH WILLFUL MISCONDUCT, IN NO EVENT WILL THE AGGREGATE LIABILITY OF A PARTY ARISING OUT OF ANY CLAIM OR ACTION RELATED TO THESE TERMS EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR ACTION. FURTHER, HASHUK SHALL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY LOSS, DAMAGE, EXPENSE OR LIABILITY INCURRED OR SUSTAINED AS A RESULT OF: (1) THE USE OF THE PLATFORM AND/OR THE SERVICE EXCEPT FOR ITS NORMAL INTENDED PURPOSE; (2) ANY ADAPTATION OR MODIFICATION OF THE PLATFORM AND/OR THE SERVICE, OR INTEGRATION OR COMBINATION WITH ANY OTHER EQUIPMENT, SOFTWARE, PRODUCT OR MATERIAL NOT SUPPLIED BY HASHUK, IN EACH CASE CARRIED OUT BY ANYONE OTHER THAN HASHUK OR WITHOUT HASHUK’S EXPRESS WRITTEN CONSENT; (3) ANY DEFECT OR ERROR ARISING IN THE PLATFORM OR SERVICES AS A RESULT OF MISUSE, WILFUL DAMAGE, NEGLIGENCE ON THE PART OF ANYONE OTHER THAN HASHUK, ABNORMAL OPERATING CONDITIONS OR ANY FAILURE BY THE CUSTOMER TO FOLLOW ANY INSTRUCTIONS OF HASHUK REGARDING THE USE AND OPERATION THEREOF; (4) THE COMPLIANCE BY HASHUK WITH ANY DESIGN, SPECIFICATION, MODIFICATION, CUSTOMIZATION OR INSTRUCTIONS PROVIDED BY THE CUSTOMER OR ON ITS BEHALF; OR (5) ANY CUSTOMER DATA. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES’ RESPECTIVE AGGREGATE LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
 

  1. Data Security
    The Parties shall comply with all applicable laws and regulations pertaining to data security and privacy and shall collect data only in a lawful manner. HaShuk shall only process information in accordance with its Privacy Policy, available at: [link].
     

  2. Governing Law and Venue
    These Terms and the relationship between the Parties shall be governed by the laws of the State of Israel without regard to its conflict of law provisions. Any dispute or claim arising out of or in connection with these Terms will be submitted to the exclusive jurisdiction of the competent courts in Tel-Aviv-Jaffa.
     

  3. Miscellaneous
    Any notices or communications under these Terms to you will be addressed to the electronic addresses specified in the order form, as may be updated from time to time, and will be deemed delivered immediately upon sending in the case of electronic mail and three days after mailing in the case of standard written mail. Either Party’s failure to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and agree that the other provisions of the Agreement remain in full force and effect. Neither party will be liable to the other for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, representations, writings, and all other communications between the Parties. These Terms may not be amended except in a writing executed by authorized representatives of the Parties. No third party is a beneficiary of these Terms. Neither Party may sub-license or assign, sub-contract or delegate any or all of its rights or obligations under these Terms without the prior written consent of the other party, except for an assignment of the Agreement to an affiliate or to an acquirer of such party (whether by way of a merger, share purchase or sale of assets or by any similar transaction) which will require notification only.

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