TERMS OF SERVICE

Last Updated: 1.10.2023

These terms of service, together with any other agreements or terms incorporated by reference, including the Privacy Policy available at [admin.sendimanapi.com] (the "Terms") govern your use of the Services. These Terms constitute a binding and enforceable legal contract between Company and You. By accepting these Terms electronically by clicking a box indicating your acceptance, or by using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term "You" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services. 
These Terms govern Your use of the Company’s runner, restaurant and the Company’s manager apps (the "Mobile Apps") , as well as the Company Platform available through http://admin.sendimanapi.com/, and all other unique links sent to You as a Company’s Customer allowing You to interface with the Company’s platform, and any other web or mobile links granting You access to, use of or interface with the Company and any of its web or mobile platforms.    
Definitions 
"Account" means an online account registered by you for the purpose of using the Services.
"Additional Service(s)" means Services that You purchase, as distinguished from the Services which are provided for free and may include premium services and functions. Company may, at its discretion, decide that Services which have heretofore been available without charge shall become Additional Services which are provided for a fee and such change shall become effective upon posting on Company's website as set out in Section ‎‎18.2.
"Connected Account" means a Third-Party Service account which You connected to the Account for interoperation and integration with the Services.
"Content" means any files, data, material and information submitted, uploaded and stored by You through the Service.
"Platform" means Company's online solution for delivery management through integration with Connected Accounts. 
"Service(s)" means any applications, products, services (including any Additional Services, to the extent applicable), documentation, and software made available through the Platform. 
"Third Party Services" means any service, products, software or application that is provided by a third party and interoperates with a Service. Such Third Party Services may be offered via a dedicated website.
"User Data" means data relating to Your use of the Platform and Services in conjunction with the Connected Accounts, including but not limited to information related to: 
Your contact and payment information, including email addresses and credit card or other payment remittance information; You are responsible for ensuring that payment information that is exchanged between You and your clients is not transmitted over the Platform. 
Your Connected Accounts, statistical data, device generated reports and audit logs, 
settings, preferences chosen, and resource usage,  
free text submitted by You, and screen recording sessions. 
"We", "Us", "Company" or "Our" means Sendi IO Ltd., a company organized under the laws of the state of Israel.
"You" or "Customer" means the company or other legal entity and its affiliates for which you are accepting these Terms.
The Services
Registration. Following the initial registration of an Account You will be granted a trial period in which You will have the ability to access the Platform and use the Services in conjunction with Connected Accounts solely for the purpose of your business activity (“Trial Period”). At the end of Your Trial Period, You may lose access to Your Account and all User Data may be deleted, unless You purchase Additional Services. We may update the Services from time to time, including adding or removing functions.
Charges. Using the Services during the Trial Period, other than Additional Services, is made available to You free of charge. We may charge you for Additional Services. If We charge any fees for Additional Services, the charges for such Additional Services, and any terms and conditions applicable thereto will be detailed in the applicable online description of such Additional Service. 
API
We provide access to an application-programming interface (API) as part of the Services. Subject to the terms of these Terms, We grant You a non-exclusive, non-transferable, non-sublicensable, terminable license to interact with the Services as allowed by the API.
 You may not use the API in a manner, as reasonably determined by Us, 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, We may suspend or terminate Your access to the API on a temporary or permanent basis.
We may change or remove existing endpoints or fields in API results upon at least thirty (30) days’ notice to You. We may add new endpoints or fields in API results without prior notice.
The API is provided on an “AS IS” basis. We will not be liable for any change, temporary unavailability, suspension, or termination of access to the API.
Beta Releases
From time to time, We may grant You access to “alpha,” “beta” or other early-stage products (“Beta Release”). While We, at our 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 WE WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT YOUR SOLE RISK. We make no promises that future versions of a Beta Release will be released.  We may terminate Your right to use any Beta Release at any time for any reason or no reason, without liability.
Registration and User Account
Establishing an Account. You must register and establish an Account in order to use our Services. Connected Accounts may require registration, installation of necessary software or action on your part, to enable the activation of Services in relation to such Connected Accounts. You may elect to have multiple Accounts; each Connected Account may only be registered to one Account at any given time.
Mobile Software. Certain elements of the Services are available or accessible via mobile device. To use the Services in such a manner, You must have a mobile device that is compatible with the Services software. We do not warrant that the Services will be compatible with Your mobile device. You may use mobile data in connection with the Services and may incur additional charges from Your wireless provider for such use. You agree that You are solely responsible for any such charges. We may, from time to time, issue upgraded versions of the mobile Services 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 these Terms will apply to all such upgrades.
Account Information. You must safeguard and not disclose Your Account username and password and You must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account, including details of the Connected Accounts that are linked to the Account. You agree to keep your Account information up to date and accurate, including with regard to Connected Accounts. Any Services provided in connection with Connected Accounts associated with Your Account will be charged to Your Account. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must prevent unauthorized access to your Account and must notify us immediately of any unauthorized use of your Account or any other breach of security.
Administrator. When you initially register for and create an Account, you are, or a party that you authorize is, the administrator ("Administrator"). Administrators may authorize additional individuals to access the Services through the same Account ("Users"). Users may include, for example, your employees, contractors and agents. These Terms apply to any User of the Services.
Access Rights. The Administrator is responsible for Users’ access to the Services. Depending on the types of access rights the Administrator grants to Users, Users may be able to add or remove Connected Accounts, delete, copy, or view the Content and data accessible in your Account and subscribe or unsubscribe to Additional Services. The Administrator is solely responsible for the access to the Services granted to Users and it is the Administrator’s sole responsibility to add or remove access rights to Users. We are not responsible for the internal management or administration of the Services. You are responsible for Users’ compliance with these Terms. A violation of any provision of these Terms by a User may result in the termination of an Administrator’s or any User’s access to the Services. If you choose to close or terminate your access to a Service or Additional Service, Users will no longer be able to access such Service or any of the Content within such Service. Company may from time to time send you communications, unless you have opted not to receive them.
Deletion of Account. You may delete your Account at any time. Any Content and other information and data entered into the Services may be deleted if you delete the Account. 
Use of Data. During and after the term of these Terms, Company may collect User Data, and You hereby grants Company permission to collect User Data available on the Platform and to use such User Data to improve the Platform performance and functionality and improve services and support to Company customers and for other business purposes including monitoring, statistical data gathering, diagnostics, comparative analyses, press and supplies utilization, complementary solutions usage, security and software integrity assurance, remote control and support and click performance tracking and billing.  Company may further use User Data (i) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (ii) to comply with any applicable law, regulation, subpoena, discovery request or court order; (iii) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; (iv) to enforce/protect the rights and properties of Company or its affiliates or subsidiaries; or (v) with the prior informed consent of the data subject about whom the personally identifiable information pertains. 
Support. We will provide customer support for the Services during regular business hours 11:00-20:00 (on a GMT+2 basis) via chat and via phone in sunday-thurthsday between 11:00-20:00. Support chat will be available via the Platform and Whatsapp. 

Your Content 
License to Content. You grant us a worldwide, non-exclusive license to host, copy and use your Content as required in order to provide You with the Services. Subject to this limited license we do not acquire any right in your Content and You or your licensors retain all rights and ownership to your Content. You warrant that You have full rights to provide to us any Content that You provide through the Services. We have policies in place to limit the access of our employees to Content. Where policies permit access to the Content, it is only for the purpose of supporting You in your use of the Services.
Responsibility for Content. The Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Content and you are responsible for any lost or unrecoverable Content. 
OTHER PRODUCTS AND SERVICES 
We may allow you to integrate your Account with Third Party Services. We will not be responsible for any act or omission of the third party that provides the Third Party Services, including the third party's access to or use of Content, and we do not warrant or support any Third Party Services.     
Fees and Payment
Payment Terms. You will pay, and You authorize Company or any of Company's resellers to charge using your selected payment method for, all fees with respect to Additional Services subscribed to by You. Fees shall be set forth through payment section in the Mobile Apps, unless agreed otherwise with You on a case by case basis. Fees are non-refundable except as required by law. Payment shall be made by credit card or wire transfer and Charges will be made in advance unless agreed otherwise with the Company as provided in the additional terms applicable to Additional Services, and either monthly, annually or any other billing frequency offered by Company and selected by You. We may automatically renew your subscription to certain Additional Services for the same subscription period. To cancel such automatic renewal you must unsubscribe to such Additional Service at least ten (10) days prior to the end of the applicable subscription period, or as otherwise stated in the online description of the Additional Services.
Billing Information. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information.  Billing may be performed by a third party service provider of Company. We may suspend or terminate the Services if fees are past due or if a 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.

Taxes. Our fees do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so.
Use Obligations and Restrictions
Obligations. You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control; (ii) pay the fees for the Services, if applicable, when due; (iii) use reasonable security precautions for providing access to the Services by your Users, customers or other individuals to whom You provide access.
Restrictions. You must not misuse the Services. For example, You may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services or otherwise interfere with, or disrupt the integrity of performance of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services, or Platform (e) access the Services to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; (f)  reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so; or (g) use the Platform in any way that would cause any harm to other Users. 
Intellectual Property Rights
Retention of Rights. All rights not expressly granted to You under these Terms are reserved by Company and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to You an interest in or to Company’s intellectual property rights. Nothing in the Terms constitutes a waiver of Company’s Intellectual Property Rights under any law. You may not remove or modify any proprietary marking or restrictive legends in the Services.
Feedback. To the extent You provide us any feedback, comments or suggestions ("Feedback"), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services. 
Indemnification
You will indemnify, defend, and hold harmless Company, its affiliates, resellers, employees and agents (the "Indemnified Parties") from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party alleging that your Content or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or that your use of the Services is in violation of these Terms.
Disclaimers of Warranties
THE SERVICES AND THE ADDITIONAL SERVICES ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS.
OTHER THAN AS EXPRESSLY STATED IN THE TERMS WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS. 
Limitation of Liability
IN NO EVENT WILL COMPANY BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR AND ANY THIRD PARTY'S USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES OR ADDITIONAL SERVICES EXCEED AN AMOUNT OF THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
Service Level Agreement
We shall use commercially reasonable efforts to maintain the online availability of the Services (excluding maintenance outages, force majeure and outages that result from any customer technology issues or third party vendor issues). The functionality or features of the Services may change but We will make reasonable efforts to ensure that the Services do not materially decrease during any paid term. The Support in form and availability may change during any paid term.
Limited Remedy. Your exclusive remedy and our sole obligation for our failure to meet our duties in Section ‎14.1 above will be for us to provide a credit for the applicable month, provided that You notify us of such failure within thirty (30) days of the end of that month. Any credits shall be offset against (and not additional to) the liability caps in the Agreement.
DISCLAIMER. WE DISCLAIM ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE WE TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICES, WE DO NOT GUARANTEE THAT THE SERVICES CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICES MAY NOT BE ERROR FREE, USE MAY BE INTERRUPTED, AND THE SERVICES MAY OR MAY NOT PROVE TO BE USEFUL OR PROFITABLE. WE DO NOT GUARANTEE ANY SAVINGS, IN TIME, MONEY, OR OTHERWISE, THROUGH USE OF THE SERVICES, AND YOUR USE AND APPLICATION OF THE SERVICES IS YOUR OWN AND SOLELY AT YOUR OWN DISCRETION. YOU ARE SOLELY RESPONSIBLE FOR THE HEALTH, INSURANCE AND SAFETY OF YOUR DRIVERS, CONTRACTORS, EMPLOYEES, CUSTOMERS AND ANYONE ELSE USING THE SERVICES ON YOUR BEHALF OR CONNECTED THROUGH YOU TO THE SERVICES. 
Term and Termination
Term. These Terms commence on the date you first accept them and will remain in effect until your subscription to the Services and Additional Services expires or terminates, or until these Terms are terminated. In case of such termination, you will be charged for the unpaid period during which you were provided with the Services. 
Termination. You may stop using the Services at any time and you may delete your Account. We may suspend or terminate your access to the Services at any time at our discretion and without notice if You do not comply with these Terms, or, if we believe, in good faith that, as part of using the Services, you have violated the law. Upon termination of the Services to You, the Account will be terminated, and from the date of termination You will no longer be able to access your Account or any information stored through the Services.
Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.
Trial Period – Cancellation Policy Pursuant to the Consumer Protection Law, 5741-1981 (and applicable regulations). Notwithstanding anything to the contrary above, You may cancel your use of the Services at any time during the Trial Period without charge. The trial period shall be as long as it takes for you to complete 300 deliveries while using the Services. 
Governing Law and Jurisdiction
These Terms are governed by the laws of the state of Israel excluding rules as to choice and conflicts of law. Any dispute between you and Company arising out of or related to these Terms 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. These Terms shall be considered an arbitration agreement under the Israeli Arbitration Law. You and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. 
General
Export Restrictions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You will not permit Users to access or use the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, You shall not provide the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
Changes to Terms. Company may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform website. You are responsible for checking the website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms. 
Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Company. 
Entire Agreement. These Terms contain the entire agreement between Company and You relating to your use of the Services and supersedes any and all prior agreements between Company and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Company in these Terms. 
Assignment. You may not assign your rights or delegate your obligations under these Terms without Company’s prior written consent. Any purported assignment contrary to this section will be null and void. Company may assign its obligations hereunder among the various Company entities within the Company Inc. group, by a change to the definition of Company hereunder which change will become effective upon posting on the Platform website.
No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to your rights under these Terms.
Force Majeure. Except for the payment of monies, neither You nor Company will be liable for events beyond their reasonable control, including, without limitation, force majeure events. 

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If You have any questions or concerns about our Services or these Terms, please contact us at: 
Sendi IO Ltd.
customer support 051-2244-027     
Or by email at contact@sendi.io