LAST UPDATED: November 2020
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE, CLICKING AGREE OR OTHERWISE ASSENTING TO THIS AGREEMENT YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF, OR FOR THE BENEFIT OF, YOUR EMPLOYER OR AN ENTITY FOR WHOSE BENEFIT THIS SERVICE IS BEING USED, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THESE TERMS ON THEIR BEHALF. IF YOU HAVE A WRITTEN AGREEMENT WITH SENDI.IO FOR THESE SERVICES, THEN THAT AGREEMENT WILL GOVERN AND THE TERMS BELOW WILL NOT APPLY.
This agreement is between Sendi IO Ltd., an Israeli company (“us” or “Sendi.io”), and you, the customer agreeing to this agreement (“you” or “Customer”). This agreement governs your use of the Sendi.io Runner and Sendi.io manager, as well as the Sendi.io back office platform available through http://newbo.sendiman.com/, the Sendi.io delivery uploading interface available through https://sendimanapi.com/upload, all unique links sent you as a Sendi.io Customer allowing you to interface with the Sendi.io platform, and any other web or mobile links granting you access to, use of or interface with Sendi.io and any of its web or mobile platforms.
- DELIVERY MANAGEMENT SERVICE. This agreement provides you with access to, and usage of, web and mobile delivery management software (“Service”).
- USE OF SERVICE.
- Trial. If you are not paying for the Service, then your Service is designated as being on a trial basis. During the trial period, the Service is provided AS IS. You will lose access to your trial account and all data may be deleted at the end of the trial period, unless you convert to a paid account.
- Customer Owned Data. All data you upload through the Service remains yours, as between you and us (“Customer Data”). You grant us the right to use your Customer Data on an anonymous basis. During the term of this agreement, you may export or print reports regarding certain Customer Data as allowed by functionality within the Service.
- Contractors and Employee Access and Usage. You are responsible for the compliance with this agreement by any of your contractors and employees to whom you grant access to the Service.
- Customer Responsibilities. You (i) must keep your logins and passwords secure and confidential; (ii) are solely responsible for your Customer Data and all activity in your account with the Service; (iii) must prevent unauthorized access to your account, and notify us promptly of any such unauthorized access; and (iv) may use the Service only in accordance with these terms, other guidelines Sendi.io may issue from time to time, and applicable law.
- Sendi.io Support. Sendi.io will provide customer support for the Service (“Support”) during regular business hours (on a GMT+2 basis) via chat. Support chat will be available via our website and our mobile applications.
- API. Sendi.io provides access to its application-programming interface (API) as part of the Service. Subject to the terms of this agreement, Sendi.io grants you a non-exclusive, nontransferable, terminable license to interact with the Service as allowed by the API.
- You may not use the API in a manner – as reasonably determined by Sendi.io – that exceeds reasonable request volume, constitutes excessive or abusive usage, or fails to comply with any part of the API. If you are deemed to be in violation of any of these, Sendi.io may suspend or terminate your access to the API on a temporary or permanent basis.
- Sendi.io may change or remove existing endpoints or fields in API results upon at least 30 days’ notice to Customer. Sendi.io may add new endpoints or fields in API results without prior notice to Customer.
- The API is provided on an AS IS basis. Sendi.io has no liability to Customer as a result of any change, temporary unavailability, suspension, or termination of access to the API.
- BETA RELEASES. From time to time, Sendi.io may grant you access to “alpha,” “beta” or other early-stage products (“Beta Release”). While Sendi.io, at its discretion, may provide assistance with Beta Releases, YOU AGREE THAT ANY BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS AND OTHER PROBLEMS FOR WHICH SENDI.IO WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT YOUR SOLE RISK. Sendi.io makes no promises that future versions of a Beta Release will be released. Sendi.io may terminate your right to use any Beta Release at any time for any reason or no reason, without liability.
- SERVICE LEVEL AGREEMENT & WARRANTY.
- Warranty. Sendi.io warrants to Customer that: (i) commercially reasonable efforts will be made to maintain the online availability of the Service (excluding maintenance outages, force majeure and outages that result from any Customer technology issues or third party vendor issues); (ii) the functionality or features of the Service may change but we will make reasonable efforts to ensure that the Service does not materially decrease during any paid term; and (iii) the Support in form and availability may change during any paid term.
- Limited Remedy. Your exclusive remedy and Sendi.io’s sole obligation for our failure to meet the warranty in 4a above will be for Sendi.io to provide a credit for the applicable month (or, if this agreement is not renewed, then a refund for that month), provided that you notify us of such failure within 30 days of the end of that month.
- DISCLAIMER. SENDI.IO DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE SENDI.IO TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, SENDI.IO DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, USE MAY BE INTERRUPTED, AND THE SERVICE MAY OR MAY NOT PROVE TO BE USEFUL OR PROFITABLE. SENDI.IO DOES NOT GUARANTEE ANY SAVINGS, IN TIME, MONEY, OR OTHERWISE, THROUGH USE OF THE SERVICE, AND YOUR USE AND APPLICATION OF THE SERVICE IS YOUR OWN AND SOLELY AT YOUR OWN DISCRETION. YOU ARE SOLELY RESPONSIBLE FOR THE HEALTH, INSURANCE AND SAFETY OF YOUR DRIVERS, CONTRACTORS, EMPLOYEES AND ANYONE ELSE USING THE SERVICE ON YOUR BEHALF OR CONNECTED THROUGH YOU TO THE SERVICE.
- PAYMENT. Fees shall be set forth on our website, www.sendi.io/pricing/, unless agreed otherwise with you on a case by case basis. Payment shall be made by credit card at the end of each month for that month. Save for as mentioned above in 4b, no refunds will be made by us to you. You are responsible for the payment of all applicable taxes. You must provide current, complete and accurate billing and credit card information. We may, at our discretion, freeze your access to the Service if you are late with any payment, or any credit card charge is returned or rejected. You agree to pay all costs of collection, including attorneys’ fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay.
- CONFIDENTIALITY. If Sendi.io knows that your confidential information or Customer Data has been accessed, disclosed or acquired without proper authorization, Sendi.io will alert you of any such data breach within a commercially reasonable time, and as soon as reasonably possible take such actions to eliminate the cause of the data breach. To the extent that you deem it warranted and subject to working in coordination with us (as set forth in the following two sentences), you may provide notice to any or all parties affected by any data breach. In such case, Sendi.io will consult with you in a timely fashion regarding appropriate steps required to notify third parties. Sendi.io will provide you with information about what Sendi.io has done or plans to do to minimize any harmful effect or the unauthorized use or disclosure of, or access to, confidential information.
- SENDI.IO PROPERTY.
- Reservation of Rights. The software, workflow processes, user interface, designs, know-how and other technologies provided by Sendi.io as part of the Service are the proprietary property of Sendi.io and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, are vested in and remain only with Sendi.io. You may not remove or modify any proprietary marking or restrictive legends in the Service. Sendi.io reserves all rights unless expressly granted in this agreement.
You may not (i) sell, resell, rent or lease the Service; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with, or disrupt, the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
- Aggregate Data. During and after the term of this agreement, Sendi.io may use, and retains all rights in, all non-personally identifiable data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other internal and external business purposes.
- Mobile Software. Certain elements of the Service are available or accessible via a mobile device. To use the Service in such a manner, you must have a mobile device that is compatible with the Service software. Sendi.io does not warrant that the software will be compatible with your mobile device. You may use mobile data in connection with the software and may incur additional charges from your wireless provider for such use. You agree that you are solely responsible for any such charges. Sendi.io may, from time to time, issue upgraded versions of the software, and may cause the software to be automatically upgraded. You consent to such automatic upgrading on your mobile device and agree that the terms and conditions of this agreement will apply to all such upgrades.
- TERM AND TERMINATION/CANCELLATION.
- Term. This agreement continues until all Service has expired or is terminated. Either party may terminate at any time. In case of such termination, you shall be charged for the relative portion of the month during which you were provided with the Service.
- Termination of Service. Immediately following termination as per 8a, your access to the Service shall be terminated and you shall lose all login and password information, as well as any information stored through the Service.
- Trial Period – Cancellation Policy Pursuant to the Consumer Protection Law, 5741-1981 (and applicable regulations). Notwithstanding anything to the contrary above, you shall have a trial period, during which you may cancel your use of the Service at any time without charge. The trial period shall be as long as it takes for you to complete 500 deliveries while using the Service. If you wish to cancel during the trial period, you must notify us accordingly using the contact information at the bottom of these terms. Once we receive such notification from you, we will refund you any monies paid us up to that point and all terms relating to termination of the Service, as set forth in these terms, will apply.
- Customer Data. Sendi.io is not under any obligation to maintain Customer Data, beyond what is required under applicable law.
- Suspension for Violations of Law. Sendi.io may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, you have violated a law. In such event, Sendi.io will attempt to contact you in advance to warn of such suspension.
- LIMITATION OF LIABILITY.
- EXCLUSION OF INDIRECT DAMAGES. SENDI.IO IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF DATA, RECORDS OR INFORMATION; LOST PROFITS), EVEN IF IT IS AWARE OF THE POSSIBILITY OF THE OCCURRENCE OR POTENTIAL OF SUCH DAMAGE OR LOSS.
- TOTAL LIMIT OF LIABILITY. SENDI.IO’S TOTAL LIABILITY ARISING OUT OF, OR RELATED TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT AND SHALL NOT EXCEED THE AMOUNT PAID BY YOU WITHIN THE 3-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO SUCH LIABILITY.
- Third-Party Claims. Sendi.io will defend or settle any third-party claim against you to the extent that such claim alleges that the Sendi.io technology used to provide the Service violates a copyright, patent, trademark or other intellectual property right, provided that you promptly notify Sendi.io of the claim in writing, cooperate with Sendi.io in the defense, and allow Sendi.io to solely control the defense or settlement of the claim. If such a claim appears likely, Sendi.io may modify the Service, procure the necessary rights, or replace the infringing elements with the functional equivalents. If Sendi.io determines that none of these are reasonably available, Sendi.io may terminate the Service and refund any prepaid and unused fees. Sendi.io has no obligation for any claim arising from: (a) Sendi.io’s compliance with your specifications; (b) a combination of the Service with other technology where the infringement would not occur but for the combination; (c) use of Customer Data; or (d) technology not provided by Sendi.io. This section contains your exclusive remedies and Sendi.io’s sole liability for intellectual property infringement claims.
- Customer Indemnity. To the extent permitted under law, if any third-party brings a claim against Sendi.io related to any of your acts, omissions, data or information within or in connection with the Service, you must defend, indemnify and hold Sendi.io harmless from and against all damages, losses and expenses of any kind (including reasonable legal fees and costs) related to such claim.
- GOVERNING LAW AND ARBITRATION. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF ISRAEL, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. ANY DISPUTE BETWEEN YOU AND SENDI.IO ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE DETERMINED BY BINDING ARBITRATION IN TEL AVIV, ISRAEL, BY AN ARBITRATOR SELECTED BY THE ISRAELI BAR ASSOCIATION. THE DECISIONS OF THE ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. ANY MATTER NOT GOVERNED BY ARBITRATION SHALL BE BROUGHT BEFORE THE COMPETENT COURTS IN TEL AVIV, ISRAEL. THIS AGREEMENT SHALL BE CONSIDERED AN ARBITRATION AGREEMENT UNDER THE ISRAELI ARBITRATION LAW.
- OTHER TERMS.
- Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. You are not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement shall be binding. Sendi.io may amend or update these terms by posting such amended or updated terms on the Sendi.io website or mobile applications. No advance notice of such amendment or change must be provided and it is Customer’s responsibility to check Sendi.io’s website or mobile application on a regular basis to check for such amendments or updates.
- No Assignment. You may not assign or transfer this agreement or an order to a third party, except that this agreement may be assigned as part of a merger or sale.
- Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.
If you have any questions or concerns about our Service or these terms, please contact us at:
Sendi IO Ltd.
or by email at [email protected]