Terms & Conditions

Last Revision: March 8, 2024

We suggest you carefully read this document ("Agreement"). Please completely review the information contained herein; usage of any of the services described herein constitutes your agreement and consent, allowing you to take advantage of the many benefits of online services.

1. Introduction
   This document constitutes an agreement between yourself (“You” or “User”) and Ourcart Ltd. (“Ourcart”) which governs your access to and use of Ourcart’s various services, as they may be from time to time (the "Services"), in connection with our clients’ (the “Clients”) business activities. If you are using the Services on behalf of a business or entity, you acknowledge and agree that you have such authority to bind such business or entity and that such business or entity accepts this Agreement.
2. Supply of Services

2.1. The supply of Services under this Agreement shall be made through Ourcart’s cloud-based platform, and, where applicable, shall commence after integration between Ourcart's systems and Client's systems has been completed. To the extent applicable, the parties shall cooperate in completing such integration as soon as practicable after the date of this Agreement.

2.2. Ourcart warrants that Services will be provided in a competent and professional manner, consistent with  generally accepted industry standards and consistent with the provisions herein. However, Ourcart does not guarantee the provision of the Services if the Services are subject to improper use by User or by the Client or interference from external causes (including, but not limited to, services or modifications not performed by Ourcart).

2.3. Client shall be solely and fully responsible for any act or omission of Client and/or inadequacy of information of the materials provided by the Client in connection with the Services.

2.4. Ourcart shall have the right to change the terms or specifications of the Services and/or to cease providing any of the Services, at its sole discretion and for any reason whatsoever. We therefore urge You to review these terms and Conditions periodically. 

2.5. Unless otherwise agreed between the parties, Ourcart shall make its best efforts to notify Client by email at least 3 days in advance of any scheduled outage in the Services for scheduled maintenance or upgrade. To the extent applicable, Ourcart may post notice of such scheduled outage on its website or mobile application.

2.6 You are required to create an account and provide certain information about yourself, or the entity for which you represent. You agree that any information furnished to Ourcart in connection with your account is true, accurate, complete, up-to-date, and solely yours, or the entity to which you represent. You may not impersonate, imitate, or pretend to be someone else when creating an account. If any information changes, you must promptly update it. Ourcart shall have no liability associated with or arising from your failure to maintain accurate, complete, or up-to-date information within your account. Ourtcart reserves the right to suspend or terminate your account and access to the Services for any reason.

3. Representations and Warranties

3.1. Ourcart represents and warrants, and/or by using the Services, each of User and Client represents and warrants that:

3.1.1. it has the power to execute, deliver and perform this Agreement, and this Agreement is duly authorized, and will not violate any provisions of law; and

3.1.2. to the best of its knowledge, there is no action, suit or proceeding at law or in equity now pending or threatened by or against or affecting it which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations.

3.2. Neither User nor Client shall use the Services in connection with any illegal or fraudulent business activities.

3.3. Neither User nor Client shall use, or allow any use of, the Services outside any territory which may be agreed with Ourcart or otherwise instructed by Ourcart.

4. Obligations of Client        

By using the Services Client undertakes to:

4.1. provide complete, accurate and timely information as required by Ourcart in connection with the provision of the Services; and

4.2. observe all applicable laws, statutes, regulations, directions and codes, including without limitation, relevant data protection and privacy legislation.

4.3. Use the Services solely for itself (and not for any other operator and/or entity, including but not limited to, operators and/or entities affiliated to the Client), all subject to the provisions of this Agreement and any other agreement between Client and Ourcart.

4.4  Neither Client nor User will use the Services: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate Ourcart’s intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (vi) to attempt to gain unauthorized access to or impair any aspect of the Services, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (x) to use any portion of the Services in any manner that may give a false or misleading impression, attribution or statement as to Us or any other person or entity; (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Services, disassemble the Services, or otherwise attempt to derive the source code of the software that enables or underlies the Services, except as may be permitted by applicable law; and (xii) encouraging or assisting a third-party to do any of the foregoing.5. Intellectual Property

5.1. Ourcart represents and warrants that it has all intellectual property rights in Ourcart's systems (the "System"), and that to the best of Ourcart's knowledge, the System and Services does not infringe any third party copyright, trademark, trade secret and other intellectual property rights.

5.2 All copyright, trademark, trade secret and other intellectual property rights in the Ourcart's systems shall remain at all times the sole and exclusive property of Ourcart; Client shall have no right or interest in the Ourcart's systems.

5.3. Client acknowledges and agrees that any and all intellectual property rights of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, database rights, applications for any of the above, moral rights, know-how, trade secrets or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, in any computer programs, interfaces, platforms and links, whether in source code, object code or other form of software, which are used in order to provide the Services, shall belong exclusively to Ourcart or to its licensors, as the case may be.

5.4. Client confirms and acknowledges that the Services employ Ourcart’s proprietary technology and Ourcart’s accumulated knowhow and experience. While the results of the Services are intended primarily for Brand’s use and analysis, Client hereby undertakes that it shall not use the data accumulated from the use of the Services to develop an alternative receipt identification process, tool or software.

5.5. Client hereby grants Ourcart a royalty-free license to present Client’s logo on Ourcart’s website and other promotional material or documentation. Client may revoke said license by written notice to Ourcart, in which case Ourcart will remove Client’s logo within 7 business days of receiving such notice.

6. Data Storage and License.

6.1. With respect to the Services, other than Ourcart’s “CPG Marketing”, the following provisions shall apply:

6.1.1 Data resulting from the provision of the Services (the "Data") will be saved at the expense and responsibility of the Client on a separate dedicated server (hereinafter: "Database Server"). The Database Server will be devoted to the storing of the Data.

6.1.2 Client shall be responsible for maintaining necessary consents and disclosures for processing, sharing, retaining, and securing the Data, as required by law, including under the Protection of Privacy Law - 1981, the EU General Data Protection Regulation (GDPR) (EU) 2016/679 or other applicable privacy laws (“Data Protection Laws”), and for all permissions for managing the database that contains the Data. Client shall have the sole responsibility for the accuracy, quality, and legality of Personal Information and the means by which Client acquired the Personal Information. It is therefore the responsibility of Client to ensure that Personal Information is collected and transmitted to Ourcart in compliance with Data Protection Laws, in particular, to have a legal basis for processing and to properly inform data subjects of the collection and processing of their Personal Information as well as to obtain consent and/or provide an opt out where required. Client shall, maintain a record of such notices and/or consents. Should such a consent be revoked by the individual (or should an opt-out be exercised), Client is responsible for communicating the fact of such revocation or opt out to Ourcart, and Ourcart remains responsible for implementing any Client instruction with respect to the further processing of that Personal Information.

6.1.3 You are solely responsible for your use of the Services. Ourcart is not responsible for any human error caused by you or any third party. Ourcart is not obligated to prescreen your use of the Services, and Ourcart does not regularly monitor use of the Services. However, Ourcart may choose, in its sole discretion, to review your use of the Services.

6.1.4 The Client shall be responsible for backing up the Data.

6.2. With respect to Ourcart’s “CPG Marketing”, the following provisions shall apply:

6.2.1 Data will be saved at the expense and responsibility of Ourcart on its servers (hereinafter: "Database Server"). 

6.2.2 Ourcart shall be responsible for maintaining necessary approvals for keeping, storing and securing the Data, as required by applicable law, including under the Protection of Privacy Law - 1981, the EU General Data Protection Regulation (GDPR) (EU) 2016/679 or other applicable privacy laws, and for all permissions for managing the database that contains the Data.

6.2.3 Ourcart shall be responsible for backing up the Data.

6.3. Subject to the provisions of this Agreement, the Client hereby grants to Ourcart a non-exclusive, non-transferable license to use the Data, whether or not stored on the Database Server, and perform analysis and processing of such data, for the advancement and improvement of Ourcart’s services, provided however that Ourcart shall not divulge any personally identifiable information or use the Data in a manner that competes with the Client or is otherwise knowingly harmful to the Client’s business.

7. Support and Maintenance
   7.1 Ourcart will provide such services and maintenance operations, including technical support, as may be agreed between Ourcart and Client in a separate agreement.

7.2 Use of the Services requires a compatible device and Internet access and may require obtaining updates or upgrades from time to time. Because your use of the Services involves hardware and Internet access, your ability to access and use the Services may be affected by the performance of these factors. You acknowledge that such hardware and Internet is your responsibility and Ourcart is not responsible for any charges associated with your use of the Services.

8. Indemnity and Limitation of Liability

8.1. Client shall indemnify Ourcart, its assigns, agents, employees and officers (jointly and severally in this Section 8.1: “Indemnitee”) for any damage incurred by Indemnitee, by reason of a claim brought against or penalty or fine imposed on Indemnitee insofar as such claim, penalty or fine derives directly as a result of Client’s acts or omissions, breach of this Agreement, willful default or fraud by Client or its customers, assignees, agents, employees, officers or directors, provided that Ourcart: (i) gives Client the sole control of any such claim, suit or proceeding; (ii) notifies Client immediately in writing of the existence or threat of such claim, suit and proceeding; and (iii) gives Client all other relevant information, reasonably cooperates with Client and assists Client, at Client’s expense, in any way reasonably requested by Client.

8.2. Ourcart shall indemnify Client, its assigns, agents, employees and officers (jointly and severally in this Section 8.2: “Indemnitee”) for any damage incurred by Indemnitee, by reason of a claim brought against or penalty or fine imposed on Indemnitee insofar as such claim, penalty or fine derives directly as a result of an infringement or alleged infringement by the Services of the intellectual or proprietary rights of the claimant, provided that Client: (i) gives Ourcart the sole control of any such claim, suit or proceeding; (ii) notifies Ourcart immediately in writing of the existence or threat of such claim, suit and proceeding; and (iii) gives Ourcart all other relevant information, reasonably cooperates with Ourcart and assists Ourcart, at Ourcart’s expense, in any way reasonably requested by Ourcart.

8.3 Client and User acknowledges the electronic nature of the Services to be supplied hereunder and the inherent risk that communications by electronic means may not reach their intended destination or may do so much later than intended for reasons outside Ourcart’s control. Notwithstanding the foregoing, Ourcart will use reasonable, recognized and industry security standards to ensure the Services are completed in a secure manner, which includes but is not limited to receiving, transmitting, and analyzing receipts.

8.4. Since Ourcart does not control the reception or routing via Internet of the information provided by Client or User, the configuration of Client's or User’s equipment or reliability of its connection, Ourcart shall not be liable for any claims, losses, damages, costs or expenses, including attorneys’ fees, caused, directly or indirectly, by any breakdown or failure of any transmission or communication system or computer facility so long as the breakdown or failure is due to technology not belonging to Ourcart.

8.5. except for the express warranties provided herein, Ourcart hereby specifically and explicitly disclaims any and all warranties of any type or nature whatsoever, including, without limitation (1) of suitability, completeness, timeliness, reliability or accuracy of any pricing information or the services; (2) as to the availability of the electronic or the services available therefrom; (3) any implied warranties of merchantability, fitness for a particular purpose, functionality, title or non-infringement; or (4) that there are no viruses or other harmful components in any software used in connection with the supply of services hereunder.
8.6. Client and User assume all liability for its use of the services and Ourcart assumes no liability for Client’s or User’s failure to perform in accordance with this Agreement or any results caused by acts, omissions or negligence of client, a subcontractor or an agent of client or an employee of any of them, nor shall Ourcart have any liability for claims of third parties due to Client’s or User’s failure to perform in accordance with this Agreement or any results cause by its acts, omissions or negligence, including, but not limited to, claims of customers or other third parties arising out of or resulting from, or in connection with, Client’s products and services, programs, promotions, advertising, infringement or any claim for libel or slander or for violation of copyright, trademark or other intellectual property rights.
8.7. The sole and exclusive liability under this agreement by either party or any of its officers, directors, shareholders, employees or agents and the other party’s sole remedy under this agreement, except for its fraudulent behavior or willful misconduct or as set forth under section 8 hereof,  shall be for direct damages caused as a direct result of a breach of this agreement and will not exceed, in any event, aggregately for the duration of this agreement, the fees payable to Ourcart by the applicable Client for the six month period preceding the breach. Notwithstanding anything to the contrary in this agreement, in no event shall either party be liable in contract, tort (including for negligence) or under any other legal theory for any consequential, indirect, incidental, punitive or special damage or loss of any kind, including without limitation loss of business, profits, revenue, contracts or anticipated savings, even if such damages or losses are foreseeable or if the party has been advised of their possibility.

9. Term and Termination

9.1. This Agreement shall come into force immediately upon commencement of the usage of the Services by Client or User, as the case may be, and shall remain in full force and effect for as long as the Services are provided to such Client or User. Nothing in this Agreement shall be deemed to derogate from or amend any agreement entered into between Ourcart and Client. 

9.2. Without derogating from the above, User may terminate this Agreement by discontinuing its usage of the Services. Without derogating from the aforesaid, Ourcart may terminate this Agreement, by written notice to Client or User, as the case may be, effective immediately upon mailing (by fax and e-mail), at any time, should the Client or User materially breach this Agreement. 

9.3. Upon any termination of this Agreement, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose. Termination of this Agreement shall not affect any legal rights or obligations of either party which may have arisen under this Agreement prior to or at the date of termination.

10. Personal Data Privacy Obligations

10.1. Ourcart may access customer data in connection with performing the Services. Ourcart may have access to end customers’ data which may include Personal Data as defined by the EU General Data Protection Regulation (GDPR) (EU) 2016/679 or any other privacy laws.

10.2. All information provided to or by Ourcart in connection with the Services which may be considered as Personal data, is governed by Ourcart’s Privacy Policy, which is posted, amended and updated from time to time at:  https://www.Ourcart.com/privacy-policy and is hereby incorporated by reference herein. Ourcart strongly recommends that you review the Privacy Policy closely or a regular basis.

10.3. Ourcart shall be entitled and permitted to use details, data and information obtained during provision of the Services, including any information relating to an identified or identifiable natural person relating to User or Client's employees, customers, end users or other individuals in connection with this Agreement, in a manner permitted under law and not forbidden herein or contrary to Ourcart’s Privacy Policy, including without limitation, for internal purposes, for improvement and further development, promotion and offering of its services and products, or provide it or access to it to third parties, subject to limitations imposed by applicable law.

10.4. Ourcart shall notify Client immediately in writing in the event that: (i) any Client’s Personal Data is disclosed by Ourcart (including its Affiliates, agents, subcontractors, independent contractors, or consultants), in violation of this Agreement, the Privacy Policy or applicable laws or legislation pertaining to privacy or data security, (ii) Ourcart (including its Affiliates, agents, subcontractors, independent contractors, or consultants) discovers, is notified of, or suspects that unauthorized access, acquisition, disclosure or use of Client’s Personal Data may have occurred.

10.5. Notwithstanding the foregoing, Ourcart shall be entitled and permitted to use data and information obtained during provision of the Services, including Client’s Personal Data, for internal purposes and for improvement and further development of its services and products or provide it to third parties, on an aggregate and anonymous basis, for market research purposes, provided that such use does not involve disclosure of Client’s Personal Data to any third party in violation of this Section 10. 

11. Independence

11.1 Client acknowledges that Ourcart is an independent contractor and not an employee or an agent of the Client.

11.2 Client shall not bind or attempt to bind Ourcart, or represent that Ourcart is bound, to any agreement, commitment or understanding without Ourcart’s express written consent given in advance, and any attempt to do so shall be null and void.

11.3 The parties’ relationship to each other in all matters relating to the performance of this Agreement is that of independent entities. Nothing contained herein will place the parties in the relationship of partners, participants in a joint venture, contractor-subcontractor, or employer-employee and, except as set forth herein, neither party will have any right to obligate or bind the other in any manner whatsoever nor represent to a third party that it has any right to enter in to any binding obligation on the other’s behalf.

12. Transfer of Rights
    Without derogating from any right or obligation of any party to this Agreement, Ourcart has the right to transfer its rights and obligations under this Agreement so long as the party receiving the rights and obligations agrees in writing to be bound by the terms and conditions of this Agreement. Any assignment or transfer of this Agreement made in contravention of the terms hereof shall be null and void.
13. Third Party Services
    Ourcart reserves the right to use third party service providers that will assist Ourcart to provide the Services to Client.  Ourcart agrees to notify Client of such third parties.
14. Miscellaneous Provisions

14.1 If performance by Ourcart of any service or obligation under this Agreement is prevented, restricted, delayed or interfered with by reason of, inter alia, labor disputes, strikes, acts of God, fire, floods, lightning, earthquakes, severe weather, utility or communication failures, failures of any relevant bank or network, computer associated outages or delay in receiving electronic data, war, civil commotion, or any law, order or regulation, etc. having legal effect, then Ourcart shall be excused from its performance hereunder to the extent of the prevention, restriction, delay or interference.

14.2 The parties shall irrevocably submit to the exclusive jurisdiction of the Courts of Tel-Aviv Yaffo, Israel, for the purposes of hearing and determining any dispute arising out of this Agreement.

15.3 This Agreement and all matters arising from it and any dispute resolutions referred to above shall be governed by and construed in accordance with the laws of the state of Israel notwithstanding the conflict of law provisions and other mandatory legal provisions.

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