Terms of Service
Last Revised: December 6, 2019
Welcome to cleap!
These Terms constitute a binding and enforceable legal contract between Cleap and You. 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.
1.1. "Account" means an online account registered by you for the purpose of using the Services.
1.2. "Services" means any applications, products, services, documentation, and software made available through the Platform.
1.3. "User Data" means data relating to Your use of the Platform and Services, including but not limited to Receipts and any information related to: (i) information obtained by or provided through the Service; (ii) settings, preferences chosen, and resource usage; (iii) free text and/or any other Content submitted by You.
1.4. "We", "Us", "Cleap" or "Our” means Clean Pay LTD.
1.5. "You" means the company or other legal entity and its affiliates for which you are accepting these Terms. Depending on how you choose to use the Platform and Services, you may also be referred to herein as a "Merchant" or "Customer", as further explained below.
2. The Services
2.1. The Services provide a platform that allows merchants ("Merchants") to provide paperless receipts (each, a "Receipt") to customers ("Customers").
2.2. All Merchants shall have registered in advance with Cleap in order to make the Services available to their Customers on the Platform. All Customers are registered users who have downloaded the Application and opened an Account (as defined below) on the Platform.
2.3. We may update the Services from time to time, including adding or removing functions.
3. Registration and User Account
3.1. Establishing an Account. Whether you are a Merchant or a Customer, the services made available on the Platform may require you to open an Account; you must complete the registration process by providing current, complete and accurate information as prompted by the applicable registration form and must keep all information in your account, including email address, up to date. The rest of the information is for our internal use alone. When available, you may also use an approved third party social networking service, such as Facebook or Google ("SNS Account"), to register through its registration page and you will be obligated in respect to and of its registration process. You have the ability to disable the connection between your Cleap Account and your SNS Account at any time, by accessing the "Settings" section of the Service.
3.2. 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. You agree to keep your Account information up to date and accurate. 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 notify us immediately of any unauthorized use of your Account or any other breach of security.
3.3. Deletion of Account. You may delete your Account at any time. Any Receipts and other information and data entered into the Services may be permanently deleted if you delete the Account, provided we may retain certain information as required to comply with our legal obligations, resolve disputes and enforce our agreements (unless we are instructed otherwise).
4. User Obligations and Restrictions
4.1. Obligations. In connection with your use of the Services You agree to comply with all applicable laws, rules and regulations, including those regarding data privacy and intellectual property rights.
4.2. Location services. The Platform may make use of detailed location and route information, including in the form of GPS signals and other information sent by your mobile device on which the Platform is activated. Certain features of the Platform cannot be provided without this technology. Furthermore, Cleap's users may wish to share their location coordinates through any of the various social media platforms (Twitter, Facebook, Google), in which case the following data is collected, saved and processed for such purpose: the users' name, picture and the exact location coordinates.
4.3. License. You grant us a worldwide, non-exclusive license to host, copy and use the Receipts and any additional information or data provided by Customer or Merchant as required in order to provide You with the Services. Subject to this limited license we do not acquire any right in your data and You or your licensors retain all rights and ownership to your data. You warrant that You have full rights to provide to us any data that You provide through the Services. We have policies in place to limit the access of our employees to data. Where policies permit access to the data, it is only for the purpose of providing the Services and supporting You in your use of the Services. The Services are not intended to be used as storage, backup or archiving services. To the extent relevant, it is your responsibility to back up your Receipts and you are responsible for any lost or unrecoverable Receipts.
4.4. 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; (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; or (e) reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.
5. Intellectual Property Rights
5.1. Retention of Rights. All rights not expressly granted to You under these Terms are reserved by Cleap. We 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 Cleap’s intellectual property rights. Nothing in the Terms constitutes a waiver of Cleap’s Intellectual Property Rights under any law.
5.2. 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.
5.3. Copyright Policy. We respect the intellectual property rights of others. In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”) and other applicable laws, We have adopted a policy of, upon notice, restricting access to or deleting content that infringes a third party’s copyright and, in appropriate circumstances and in our sole discretion, terminating account holders or other users of the Services who are deemed to be repeat infringers of a third party’s copyrighted work. If you believe that anything on the Services infringes any copyright that you own or control, you may file a notice of such infringement, in compliance with the requirements of 17 U.S.C. 512(c)(3), with our designated agent at: firstname.lastname@example.org. To file a notice of infringement with us, the requirements specified in Title II of the DMCA must be fulfilled. The text of this statute can be found at the U.S. Copyright Office website, located at: https://www.copyright.gov.
You will indemnify, defend, and hold harmless Cleap, 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 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.
7. Disclaimers of Warranties
7.1. Cleap is not responsible for the proper and/or complete transmission of the information contained in any Receipts or of the Receipts themselves nor for any delay in its delivery or receipt. Security measures have been implemented to ensure the safety and integrity of the Services. However, despite this, information that is transmitted over the Internet may be susceptible to unlawful access and monitoring. Cleap gives no guarantee of any kind concerning the content on our Services.
7.2. THE SERVICES ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND CLEAP 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.
7.3. 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.
8. Limitation of Liability
8.1. IN NO EVENT WILL CLEAP 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 USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CLEAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. IN NO EVENT WILL CLEAP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE PLATFORM OR SERVICES EXCEED AN AMOUNT OF US$100.00.
8.3. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9. Term and Termination
9.1. Term. These Terms commence on the date you first accept them and will remain in effect until these Terms are terminated.
9.2. 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. If you wish to terminate your account, you may do so by deleting the Application from your device and removing the Application from "Your Apps" in the App Center of your Facebook account. If you terminate your Account, your data, including any Receipts will be removed from the Service, however, deletion may not be immediate and Cleap may continue keeping your personal information in its records for audits and other administrative purposes.
9.3. 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.
10. 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 and the courts in the Tel Aviv, Israel will have exclusive jurisdiction; however, Cleap or its Affiliate may bring suit for payment in the country where Your entity is located. You and Cleap agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
11.1. Changes to Terms. Cleap 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. You are responsible for checking the Platform regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms.
11.2. 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.
11.3. 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.
11.4. 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 Cleap.
11.5. Entire Agreement. These Terms contain the entire agreement between Cleap and You relating to your use of the Services and supersedes any and all prior agreements between Cleap 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 Cleap in these Terms.
11.6. Assignment. You may not assign your rights or delegate your obligations under these Terms without Cleap’s prior written consent. Any purported assignment contrary to this section will be null and void. Cleap may assign its obligations hereunder.
11.7. 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.