Yashar Trade Terms Of Use
Please read this Terms of Use ("Terms of Use") carefully before using the Yashar Trade Platform, owned by Logishar International Trade Ltd ("The Company"). The Company has developed, manages, operates and markets an overall system of web based cross-platform technology, which provides a one-stop solution for the purchase and sell of legal goods (hereinafter "Platform"). The Platform is a marketplace for commodities between sellers, buyers and brokers. The Platform may perform background checks as due diligence for users of the Platform, provide management tools for negotiations and commodities procurement.
These Terms of Use together with the Privacy Policy available at Yashar Privacy Poliicy (the "Terms") constitutes a binding agreement between you as the Permitted User of the User or the User himself/herself (as these terms defined below) and by continuing to use the Services (in whole or in part) in any way or manner, you agree to abide by, and be bound, by these Terms. If you do not understand and/or agree to these Terms, you should immediately exit the Services and cease making any use of the Services and the Platform.
The term Yashar Trade or Logishar or 'us' or 'we' refers to the owners of the Platform and the Services, their affiliates and subsidiaries, and is used only for convenience and not intended to be an accurate description of ownership, operation or corporate/legal relationships. The terms 'you', 'your', refer to the person or legal entity accessing or using the Services.
1. Definitions
“User” means any entity using the Services and has an account on the Platform. Such User may be an individual or a corporation. The purpose of using the Services may vary due to the roll of the applicable User: website surfer, seller, buyer, broker etc.
“User Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to The Company by or on your behalf in relation to the use of the Services.
“Fair Use Policy” means the limits placed on usage as described in Section 2.1 below.
“Third-Party Services” means products, services, applications, or websites made available by third parties through the Services (i.e., companies or people who are not The Company).
“Authorized Users” means any individual who is directly using the Services, whether for himself/herself or individual users authorized by a User to use the Services and whom User have supplied user identifications and passwords to. Authorized Users may include User’s employees, consultants, contractors, agents, or your other designees, but shall not include any employee or agent of any The Company’s competitor.
“Services” – the functionalities provided while using the Company’s website and the use of the Platform as "Software As A Service solution (SaaS)", regardless of the devices it's been used on, by an Authorized User. Such Service shall include (but not limited to) list, advertise, or otherwise submit proposals for the sale, purchase or bidding of commodities, find matches for Deals, coordinate Deals, and support services by the Company, as set forth herein.
“Deal” means a consummation of a transaction between a seller to a buyer via the Platform’s Services and following an Offer (as defined herein), which is executed according to suitable legal instruments (agreement, purchase order etc.) upon the applicable parties’ discretion (the “Deal Agreement”).
2. The Platform’s Services
2.1. Using the Platform Services - During the Term, subject to the terms and conditions of these Terms, and solely for your User internal business purposes, The Company grants User and its Permitted Users a right to access and use the Platform’s Services, and support, if applicable, in accordance with these Terms.
2.2. Platform Functionalities:
2.2.1. In order to use the Services, each User may create an account in the Platform (“Account”). Logging on to the Services on a Permitted User’s computer shall be via https://www.yashartrade.com. In registering an Account, You agree to (a) provide true, accurate, current and complete information (“Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You agree not to provide any false or misleading information about Your identity or location, business, or available Assignments and to correct any such information that is or becomes false or misleading. You acknowledge and agree that Registration Data may be shared with other Users in connection with the Services, and You hereby grants The Company a non- exclusive, worldwide, royalty free license to use, display, perform, transmit, and otherwise use Your Registration Data in connection with the Services. You are responsible for all activities that occur under your Account and may not share Account or password information with anyone. You agree to notify The Company immediately of any unauthorized use of Your password or any other breach of security. If You provide any information that is untrue, inaccurate, not current or incomplete, or The Company has reasonable grounds to suspect that any information You provide is untrue, inaccurate, not current or incomplete, The Company has the right to suspend or terminate Your Account and refuse any and all current or future use of the Services (or any portion thereof). You may not have more than one Account at any given time. You may not create an Account or use the Service if You have been previously removed by The Company or previously banned from the Services. The Company reserves the right to decline a registration to join the Platform or to add an Account type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
2.2.2. Registration Data may include: Full name, phone no., email, WhatsApp number, IDs (passport, state id) and other details as specified in the Privacy Policy. All use of Registration Data by The Company is subject to the Privacy Policy, which can be found at https://www.yashartrade.com/privacy-policy at and is incorporated in these Terms.
2.2.3. Account Verification. When You register for an Account and from time to time thereafter, Your Account will be subject to verification, including, but not limited to, validation or verification checks for the purpose of confirming Your identity, location, and ability to act on behalf of Your business – such checks may require one or more official government or legal documents. You authorize The Company, directly or through third parties, to make any inquiries necessary to validate Your identity, location, and ownership of Your email address or financial accounts, subject to applicable law. When requested, You must timely provide The Company with complete information about You and Your business, which includes, but is not limited to, providing official government or legal documents. In addition, creating the Account You hereby agree to have Your Registration Data provided to Sum & Substance (hereinafter – "SumSub") and accept Sumsub’s terms and conditions and privacy policy, which can be found at https://sumsub.com/data-protection-policy/. This process may take time, between a few minutes to one week, according to the applicable User and the origin of User’s business.
2.2.4. Once Your background and identity checks are confirmed, User will be able to use the following features of the Platform:
2.2.4.1. View sale and purchase opportunities;
2.2.4.2. Make an offer to purchase commodities;
2.2.4.3. Make an offer to sell commodities;
2.2.4.4. Offer and operate a bidding event for selling or purchasing commodities;
2.2.4.5. Deal Manager – the Platform may appoint a Deal Manager to assist with facilitating the transactions between the parties of the applicable transaction. The identity of the Deal Manager shall be determined by The Company and provided to the User.
2.2.4.6. Any offer to purchase, sale, bid, shall be performed through the Platform (the “Offer”). Such Offer may be checked and verified by The Company prior to posting it on the Platform.
2.2.4.7. Once a match is made between buyer/seller and Offer (sell or purchase) a Deal Room is opened, commercial terms of the Deal are negotiated, Deal Agreement and ancillary documents SPA, NCNDA etc.) are executed by both parties and the Deal is moved to fulfillment. Please review Section 3 below for more details.
2.2.5. It is hereby clarified that the Company reserves the right to refuse any and all Offers at any time. Offers must be expressly accepted by The Company. The Company does not guarantee that any Deal will be made through the Services.
2.3 Updates and Functionalities. You acknowledge that, from time to time, The Company may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of new products or features, The Company shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the “Updates”).
2.4 Service Limitation. The Company will not have any liability or obligations under or related to Deal Agreement and/or User undertakings and responsibilities under a Deal, for any acts or omissions by You or any other User. The Company does not, in any way, supervise, direct, or control User or any User’s services; does not impose quality standards or a deadline for completion of any undertakings of parties to a Deal; and does not dictate the performance, methods or process used to execute a Deal. The Company does not set or have any control over pricing, schedules, shipment methods, pickup location, incoterms, payment terms, nor is The Company involved in any other way in determining the nature and amount of any pricing that User may ask with respect to commodities specified in an Offer.
2.5 Other Business Activities. Nothing in this Agreement is intended to prohibit or discourage You from engaging in other business activities or seeking any services through any other channels, provided You comply with the provisions described in Sections 9-10, if applicable.
3. User’s Representation and Undertakings
3.1. Evaluating and Verifying a Deal. You, and not The Company, are responsible for evaluating and determining the suitability of any Offer, proposal, sale or purchase opportunity on your own. If You decide to enter into a Deal, the Deal Agreement is directly between the parties of such Deal (seller and buyer) and The Company is not a party to that Deal Agreement, the relationship, or any Deals between such parties. Without limitation, each User is solely responsible for (a) verifying the accuracy and legality of any Offer provided or received through the Services, (b) determining the ultimate suitability of an Offer for a Deal Agreement, and c) negotiating, agreeing to, and executing any terms or conditions of Deal Agreement including payment, shipment, insurance etc.). The Company does not, in any way, supervise, direct, control, or evaluate the Deal, the applicable commodities, the Deal Agreement, or any other undertakings/responsibilities under such Deal Agreement.
3.2. Limitations on Use. You undertake to use the Services solely for Your internal business purposes and subject to the Agreement terms. You shall (i) be responsible for your and your Authorized Users’ compliance with these Terms, including the Fair Use Policy; (ii) be solely responsible for the accuracy, quality, integrity, and legality of User Content and of the means by which you acquired or generated User Content; (iii) use reasonable efforts to prevent unauthorized access to or use of the Services, including keeping your password and username confidential and not permitting any third party to access or use your user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Services; (v) promptly notify The Company if you become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User’s) username, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations; (vii) comply in all respects with all applicable terms of the Third-Party Services that you subscribe to or otherwise access in connection with your use of the Services; (viii) be responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services. You must not (a) make the Services available to anyone other than to your Permitted Users; (b) use the Services to store or transmit any content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (e) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (f) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (g) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (h) attempt to gain unauthorized access to the Services or its related Platforms or networks; or (i) authorize, permit, or encourage any third party to do any of the above.
3.3. Restricted commodities. In addition to the restriction set forth above You shall not use the Platform for the sale or purchase of the following commodities: (i) Guns or ammunition of any kind; (ii) Cigarettes or Tobacco; (iii) Marijuana; (iv) livestock; (v) Conflict resources.
3.4. Fair Use Policy. The Company may suspend your access to the Services for abusive practices that degrade the performance of the Services for you and/or other Users and/or Authorized Users.
3.5. Third-Party Products and Services. You acknowledge that the Services may enable or assist you to access, interact with, and/or purchase Third-Party Services from Supported Platforms and other third parties. When you access the Third-Party Services, you will do so at your own risk. These Third- Party Services may also allow you to store your User Content with the provider or operator of the Third-Party Services. Any use of Third-Party Services is governed solely by the terms conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not The Company. The Company makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by you with any such third party. For avoidance of doubt, such Third Party Products and Services include the Account Verification provided by Sumsub, as explained in Section 2.2.3 above.
3.6. Using the Services on your Mobile Device. It is The Company’s intention to add a mobile app and/or mobile capabilities, which shall enable receiving the Platform Services on your mobile device. Currently, any use of the Services through a mobile device shall be via The Company’s website at https://www.yashartrade.com.
3.7. Relationship with The Company. The Company merely makes the Services available to enable sellers and buyers to find and transact directly with each other. Through the Services, You may be notified of the services a seller may provide, and a buyer may be notified of Your Offers.
4. Deal Room and Deal Consummation
4.1. Creation of a Deal Room. Each User may indicate in the Platform interest in an Offer. If such an Offer is available – a potential Deal is created. However, If the Offer is already in a Deal Room, such User joins the waiting list of the applicable Offer. A suitable notice shall be sent to a User on the waiting list updating whether the Deal was consummated or the User in next in line to enter the Deal Room per such Deal.
4.2. Stage 1: Deal Preparation. During the first stage following the creation a Deal Room, a Deal Manager shall work with the parties separately for the purpose of leading the parties to a consummation of the Deal Agreement. Each party shall execute a non-circumvention and non-disclosure agreement (NCNDA) and provide proofs for certain aspects of the Deal, including (but not limited to) the products, factory documents, partial proof of life, proxy for brokers, confirmation for funds in account, bank approvals etc. Following such procedure, the parties in the Deal room shall move on for the preparation of a suitable Deal Agreement, which shall address, among others, payment method, escrow, credits, shipment, dates, inspection and fulfillment conditions. Once such Deal Agreement is executed – the identity of the parties is revealed to each other, and from this part on the Deal will be in stage 2 – Deal Finance.
4.3. Stage 2: Deal Finance. Under this stage, in which the Parties have the details of each other, and the Deal Agreement is executed, the Parties shall verify all the Deal terms and details, including, seller identity, verified & locked product, buyer identity, verified & locked funds, agreed upon SOP, broker commissions, creation of SGS report, validating product, sharing information and certificate required and approving a suitable Purchase Order (PO). from this part on the Deal will be in stage 3 – Deal Fulfillment. If any change in the Deal Agreement or the PO is requested by a party, the other party may approve a reject such change through the Platform. If both parties agree to such change – the Deal log will be updated accordingly, and a suitable annex or change shall be created in the Deal Agreement.
4.4. Stage 3: Deal Fulfillment. All aspects of the Deal shall be handled based on the Deal Agreement and any ancillary documents of such agreement, including, but not limited to, insurance, logistics, shipping, customs, inspections etc.
4.5 Stage 4: Closing the Deal Room. The Deal shall be considered as completed if the following proofs were submitted to the Platform: Proof of delivery, Receipts of funds from the seller / seller’s bank, Title Transfer Certificate and All commissions distributed. Once the Deal is completed – the Deal Room will be closed, and the Deal log will be archived.
5. Deal Agreement
5.1. Deal Agreement Terms. With respect to any Deal consummated through the Services, the parties to such Deal must enter into a Deal Agreement. It is clarified that such Deal is entered between the applicable seller(s) and buyer(s) and/or Broker(s) (as applicable), however The Company is not a party in such Deal. You acknowledge and agree that (a) if You and another party(ies) decide to enter into a Deal Agreement, such Deal Agreement is a contractual relationship directly between You and the applicable other party(ies), (b) The parties to a Deal have complete discretion both with regard to whether to enter into a Deal Agreement and with regard to the terms of any Deal Agreement, and (c) You will notify The Company that You have entered into the Deal Agreement; and whatever agreement is executed between the parties of a Deal (e.g., confidentiality agreements, purchase order, purchase agreement, service agreement etc.) You acknowledge that such agreements do not conflict with, narrow, or expand The Company’s rights and obligations under this Agreement or otherwise conflict with or violate these Terms.
5.2. Optional Deal Agreements Templates. If the parties to a Deal prefer, you can agree to the one of the Optional Deal Agreement Templates, which can be found “Deal Room” (“Optional Deal Agreement”), in whole or in part, in addition to or instead of other Deal Agreement. In addition, the Optional Deal Agreements are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. You are responsible for complying with any local requirements. You may use the Optional Deal Agreement in whole or in part, or agree to different or additional terms for Your Deal Agreement, and the terms should be adjusted and/or supplemented as You deem appropriate. Neither The Company nor any affiliate of The Company is a party to any Deal Agreement regardless of whether the Optional Deal Agreement are used or incorporated.
5.3. Disclaimer. The Company does not assume any responsibility for any consequence of using the Optional Deal Agreement. The Optional Deal Agreement are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore You should seek legal advice from a licensed attorney in the relevant jurisdictions. The Company expressly disclaims any and all liability with respect to actions or omissions based on the Optional Deal Agreement.
6. Interaction With Others.
You are solely responsible for Your interactions with other Users and Authorized Users and any other parties with whom You interact with; provided, however, that The Company reserves the right, but has no obligation, to intercede in such disputes. You agree that The Company will not be responsible for any liability incurred as the result of such interactions. While The Company may, in The Company’s sole discretion, help facilitate the resolution of disputes through various programs, The Company has no control over and does not guarantee the existence, quality, safety or legality of Users’ Offer(s) and/or commodities and/or obligations fulfillment; the truth or accuracy of Your content or listings; Your ability to procure commodities; Users’ ability to provide the applicable commodities; or that a User and You will actually complete a transaction.
7. Investigations.
Although The Company does not generally monitor User (and/or Permitted User) activity occurring in connection with the Services or any Offers listed in the Platform or the reaction/feedbacks for such Offers, if The Company becomes aware of any possible violations by any User (and/or Permitted User) of any terms between The Company and its User, The Company reserves the right, but has no obligation, to investigate such violations. If, as a result of the investigation, The Company believes that criminal activity has occurred, The Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. The User is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in connection with the Services, including User Content or Registration Data, in The Company’s possession in connection with Your use of the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Terms; (iii) respond to any claims that Your content, acts, or comissions violates the rights of third parties; (iv) respond to requests for User service; or (v) protect the rights, property or personal safety of The Company, its User or the public, and all enforcement or other government officials, as The Company in its sole discretion believes to be necessary or appropriate.
8. Intellectual Property
8.1. Ownership of Proprietary Rights. The Services, including without limitation any underlying data, software, platforms, algorithms, technology, application and website design, any information, services, texts, feedback, files, sound, music, videos, various applications, social graphs, organization, structure, specifications, features and any modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto ("Company's IPR") are the property of The Company and/or its respective affiliates which retains all right, title and interest in connection therewith. No transfer or grant of any rights by The Company is made or is to be implied by any provision of these Terms or by any other provision contained in the Services with respect to the Company's IPR or otherwise, except for the limited license set forth in Section 2 above. "Intellectual Property Rights" means worldwide, whether registered or not a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
8.2. Feedback. You may from time to time provide suggestions, comments or other feedback to The Company with respect to the Services ("Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for The Company notwithstanding anything else. You shall, and hereby do, grant to The Company a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
8.3. User Content. . You grant The Company a limited, worldwide, non-exclusive, non-transferable license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the User Content for the purpose of supporting your use of the Services and providing Services to you. The Company may also use User Content for the purpose of supporting and developing the Services, provided that when doing so, The Company shall only use User Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you and your Permitted Users shall retain all right, title and interest in and to the User Content and all intellectual property rights therein. Nothing in this Agreement will confer on The Company any right of ownership or interest in the User Content or the intellectual property rights there.
8.4. Responsibility for User Content. You are solely responsible for the User Content that you or Permitted Users upload, publish, display, link to, or otherwise make available via the Services, and you agree that The Company is only acting as a platform for your use. The Company will not review, share, distribute, or reference any User Content except as provided herein, as provided in The Company's privacy policy and Company’s IPR on Section 8.1 above, or as may be required by law. Notwithstanding the foregoing, The Company retains the authority to remove any User Content uploaded that it deems in violation of this Agreement, at its sole discretion.
9. Confidential Information.
9.1. Between The Company and User. The Company and You each agree as follows: (a) to use Confidential Information disclosed by the other party only for the purposes expressly permitted herein; (b) that such party will not reproduce Confidential Information disclosed by the other party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (c) that neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (d) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, who have a need to have access and who have been advised of, and have agreed in writing to treat such information in accordance with, the terms of this Agreement; and (e) to the extent practicable, return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of this Agreement. Both parties agree that all items of Confidential Information are proprietary to the disclosing party, and as between the parties, will remain the sole property of the disclosing party.
9.2. Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Section 8.1 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already rightfully in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is developed by the recipient without use of or reference to the other party’s Confidential Information; or (f) is approved for release or disclosure by the Disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party (to the extent legally permitted) and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.
9.3. Between Users. You may, between You and other User(s), agree to any terms You deem appropriate with respect to confidentiality, including those set forth in the Optional Deal Agreement. If and to the extent that You do not articulate any different agreement, then You agree that this Section 9.3 applies. To the extent one User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
10. Non-Circumvention and Non-Solicitation
10.1. Non-Circumvention. The value of the Services rests in its thriving marketplace for sellers, buyers, brokers of commodities. You acknowledge and agree that a substantial portion of the compensation The Company receives for providing the Services is collected through the Service Fee described in these Terms. The Company only receives this Service Fee when the parties to a Deal consummate a Deal Agreement. Therefore, You agree and obligate that You shall not in any way whatsoever circumvent and/or attempt to circumvent the Platform, The Company and/or any of the parties involved in any Offer and/or Deal. Moreover, You hereby agree not to: (a) solicit proposals or submit offers to parties, which You identify (or conclude their identity) outside the Platform and the Services and without paying the Service Fee; (b) accept proposals or solicit parties identified through the Services or their identity was concluded) to an agreement (or other legal instrument) or transaction outside the Services; (c) consummating a partial Deal Agreement than the actual terms agreed between the User in writing or otherwise; or (d) refer a User identified on the Services to a third- party who is not a User of the Services for any purpose, including consummating transaction in a manner that The Company does not receive the Service Fee. You shall notify The Company immediately upon becoming aware of a breach or potential breach of this non-circumvention provision.
10.2. No Solicitation. You may not use the Services to solicit for any other business, website or services. You may not solicit, advertise for, or contact Users for employment, contracting, or any other purpose not related to the Services.
11. Consideration and Payment.
11.1. Service Fee. As Consideration for the use of the Services , the User shall pay an agreed commission percentage (%) of each Deal consummated viavie the Platform Services. Such commission shall be determined in the deal room per each Deal.
11.2. No Refunds; Non-Payment. All Fees and other amounts paid hereunder are nonrefundable. Furthermore, The Company reserves the right to seek reimbursement from You, and You will reimburse The Company, if The Company (a) suspects fraud or criminal activity associated with Your payment, withdrawal, or Offer; (b) discovers erroneous or duplicate transactions; or (c) is unable to collect from the payment source You provided (if applicable).
11.3. TAXES. The amounts paid under these Terms do not include any taxes or withholdings (“Taxes”) that may be due in connection with any Services provided under these Terms. If The Company determines it has a legal obligation to collect Tax from You in connection with the Service Fee, The Company shall collect such Tax in addition to the amounts required under these Terms. If any Services, or payments for any Services, under these Terms are subject to Tax in any jurisdiction and You have not remitted the applicable Tax to The Company, You will be responsible for the payment of such Tax and any related penalties or interest to the relevant tax authority and will indemnify The Company for any liability or expense incurred. Upon The Company’s request, You will provide official receipts issued by the appropriate taxing authority, or such other evidence or documents reasonably requested.
12. Privacy
You may choose to communicate with us by sending us email, visiting our website, using our “Contact US” web page etc. In addition, while using our services, You (as a User and/or Permitted User) will enter private information and identifiable information for the purpose of using the Platform Services. Such identifiable information may include name, position, contact information as email and phone numbers. By using the Services, You hereby approve that we will communicate with You (by phone and emails or other means of electronic communications) as part of the Services as well as send you emails regarding your request or our Platform/products. Moreover, The Company may collect additional information while you use our Services or browse our Website, to learn how we collect data, handle any privacy issues, protect your privacy and your private information, please access our Privacy Policy.
13. Warranty Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NON INFRINGEMENT, THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, THE COMPANY DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE COMPANY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING OFFERS, THE USER CONTENT AND MENTIONS, OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. THE COMPANY DOES NOT CONTROL OR VET USER CONTENT AND IS NOT RESPONSIBLE FOR WHAT USERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE SERVICES. THE COMPANY IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS. THE COMPANY EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
14. Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE COMPANY AND YOU BE LIABLE FOR (a) ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS, ON ANY THEORY OF LIABILITY OR (b) ANY AMOUNTS THAT ARE GREATER THAN: (I) THE TOTAL AMOUNT PAID TO THE COMPANY BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (II) ONE MILLION US DOLLAR (US$1,000,000); THE LOWER OF THE TWO. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
15. Release
The Company expressly disclaims any liability that may arise between Users. Because The Company is not a party to the actual contracts between Users and You, in the event that You have a dispute with one or more Users, You release The Company, its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners and licensors, but excluding any Users (collectively, the “The Company’s Parties”) from any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
16. Indemnification
Your Indemnification. You agree to defend, indemnify and hold The Company, and The Company’s Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) User Content; (b) Your use of the Services and/or the Platform; (c) any Deal Agreement entered into by You; (d) payment or nonpayment of amounts incurred in connection with the Services; (e) Your violation of these Terms or of any rights of another party, including any other Users; or (e) Your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with The Company in asserting any available defenses. For purposes of this Section 16, You includes any of Your agents or any person who has apparent authority to access or use Your Account. Such indemnification rights shall only apply if: (i) The Company notifies You immediately regarding such claim; (ii) The Company gives You sole authority to defend or settle the claim; and (iii) The Company does not reach a settlement on Your account without receiving Your written consent.
17. Term and Termination
17.1. Term of the Agreement (“Term”). The term of these Terms shall commence on the day User registered to the Platform and shall continue until your account is cancelled and you cease using our Services
17.2. Termination. If you breach the provisions of these Terms, abuse the Services, or otherwise create risk or possible legal exposure to The Company, we can terminate or suspend your access to the Services at our sole discretion. We will use commercially reasonable efforts to notify you or your employer by email or at the next time you attempt to access your account.
17.3. Effects of Termination. Termination of these Terms does not terminate or otherwise impact any Deal Agreement or Offer entered into between You and another User(s). If these Terms are terminated while one or more open Offer and/or Deal Agreement are in effect, You agree (a) You will continue to be bound by these Terms until all such Offer and Deal Agreement are closed or end (in accordance with their terms); (b) The Company will continue to perform the Services necessary to complete any open Offer or related Deal Agreement between You and another User(s); and (c) You will be obligated to pay the Service Fee per any Deal Agreement consummated as a result of the Services, as set forth herein. Without derogating the above, upon termination of these Terms for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to your accounts provided by The Company; and (iii) you will pay The Company all unpaid amounts owed to The Company in accordance with these Terms.
17.4. Notification. If The Company decides to temporarily or permanently close Your Account, The Company has the right where allowed by law but not the obligation to: (a) notify other Users that have entered into Deal Agreement with You to inform them of Your closed account status, and (b) provide those Users with a summary of the reasons for Your account closure. You agree that The Company will have no liability arising from or relating to any notice that it may provide to any User regarding closed account status or the reason(s) for the closure.
17.5. Survival. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.
18. Miscellaneous
18.1. (i) These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Tel Aviv, Israel. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) If any provision of this Terms is held by a court to be unenforceable under applicable law, then such provision shall be excluded from this Terms and the remainder of this Terms shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; (iii) The failure of a Party to enforce in any one or more instances any of the terms and conditions of this Terms shall not be construed as a waiver of future performance of any such term or condition; (iv) The failure of a Party to enforce any one or more instances of the terms and conditions of these Terms shall not be construed as a waiver of future performance of any such term or condition.
Last Update May 03 2021