Pickpack Terms of Service

Last Revised: February 23, 2019

Thank you for using Pickpack. These terms of service (the “Terms”) govern your access to and use of the sites and services (“Services”) provided by Pickpack Ltd. (Pickpack” “we” or “our”). Please read them carefully before using the Services.

1.     Acceptance of the Terms

By using the Services you are agreeing to these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will refer to that organization.

You may use the Services only in accordance with these Terms. You may use the Services only if you have the legal power and capacity to form a contract with Pickpack. The Services will continue to evolve as we refine features and functionality. We may terminate, suspend, or modify the Services, in general or with respect to you, from time to time without cause or prior notice. We may also delete any content or data from the Services at our discretion.

We may also update these Terms at any time and from time to time. Your continued use of the Services following any such update will be taken as confirmation of your acceptance of such updates.

All documents and information on the pickpack.co.il and/or pickpackage.com websites are protected by copyright. Except as specifically permitted herein, no portion of the documents or information on this website may be reproduced in any form or by any means without the express written consent of Pickpack Ltd.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

BY USING THE SERVICE OR CLICKING AGREE YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT 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 THIS AGREEMENT ON THEIR BEHALF. IF YOU HAVE A WRITTEN AGREEMENT WITH PICKPACK FOR THESE SERVICES, THEN THAT AGREEMENT WILL GOVERN, AND THE AGREEMENT BELOW WILL NOT APPLY.

This agreement is between Pickpack Ltd., and you the customer agreeing to this agreement (“Customer”, “You”, “Your”).

2.     Content and Liability Disclaimer

Pickpack Ltd., shall not be responsible for any errors or omissions contained on any of our website and reserves the right to make changes anytime without notice. All ours and third-party information provided on the Website is provided on an “as is” basis. We can use only the users or company name and other related information on our website and in emails. WE DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH REGARD TO ANY INFORMATION (INCLUDING ANY SOFTWARE, PRODUCTS, OR SERVICES) PROVIDED ON ANY OF OUR WEBSITES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. In no event shall we be liable for any damages whatsoever, and in particular we shall not be liable for direct, special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue or loss of use, cost of replacement goods, loss or damage to data arising out of the use or inability to use any of our website. This includes damages arising from use of or in reliance on the documents or information present on our Website (including any information posted or placed by anyone other than us), even if we have been advised of the possibility of such damages.

3.     Limitation of Liability

TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL PICKPACK, INCLUDING PICKPACK’S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE, ANY COMMUNICATIONS AND INTERACTIONS OR MEETINGS WITH USERS OF THE SITE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE AS A RESULT OF YOUR USE OF THE SITE, AND/OR THE CONTENT, YOUR USE OR INABILITY TO USE THE SITE AND/OR THE CONTENT AND/OR THE FAILURE OF THE SITE TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM ANY CONTENT, OR FROM THE PERFORMANCE OR FAILURE OF PICKPACK TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF PICKPACK OR PICKPACK’S REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER PICKPACK OR PICKPACK’S REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, PICKPACK’S AND PICKPACK’S REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE AND/OR THE CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO PICKPACK FOR USE OF THE SITE OR $1.00 US DOLLAR, WHICHEVER IS GREATER. YOU WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM PICKPACK’S REPRESENTATIVES.

INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

4.     Indemnification

You agree to defend, indemnify and hold harmless Pickpack, including Pickpack Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Site and/or Content; (ii) your violation of any of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, in connection with your use of the Site; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site. It is hereby clarified that this defense and indemnification obligation will survive these Terms.

Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.

5.     Rights and Limitations

You shall not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the software underlying the Services or extract or attempt to extract source code from the object code of the Software. You may not make any commercial use of the Services or the Software, whether or not for consideration, other than for your own internal business purposes. Except as may be expressly permitted by us, you may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on our Services (collectively, “Service Content”) or compile or collect any Service Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Services or to store, copy, modify, distribute, or resell any Service Content; (iii) rent, lease, or sublicense your access to our Services to another person; (iv) use any Services or Service Content for any purpose except for your own internal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Services; (vi) use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any Service Content.

6.     Mutual Confidentiality

1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Pickpack’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and non-public pricing information).
2. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
3. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information.  The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

7.     Access to our Services:

We do not provide you with the equipment to access our Services. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by Internet service providers). We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. We will not be liable to you or to any third-party for any modification, suspension, or discontinuance of all or any portion of our Services. We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.

8.     Use of Service

This agreement provides Customer with access to and usage of an Internet-based delivery management software service as specified on an order or quote and as further outlined at: pickpackage.com or pickpack.co.il (Service). All mobile app users need to download and install the mobile app that accompanies the Service, and usage of such mobile apps are governed under the terms of the end user subscription license agreement provided with that app.

1. Customer Owned Data. All data uploaded by Customer remains the property of Customer, as between Pickpack and Customer (Customer Data). Customer grants Pickpack the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Customer may export or print reports regarding certain Customer Data as allowed by functionality within the Service.
2. Contractors and Employee Access and Usage. Customer may allow its contractors (including without limitation, third party logistics companies) and employees to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors and its employees.
3. Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Pickpack promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s User Guide and applicable law.
4. Pickpack Support. Pickpack must provide customer support for the Service under the terms of Pickpack’s Support and Maintenance Terms (Support), which is incorporated into this agreement for all purposes.
5. Pickpack’s privacy policy describes the privacy issues in using the Service and the mobile apps. Customer acknowledges and agrees to the terms of this Privacy Policy, and as it may be modified over time.

9.     Subscription License to Use Our Service

Subject to these Terms, we grant to you a limited, non-exclusive, non-transferable subscription license to use our Services for your internal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms. Except for this subscription license granted to you, we retain all right, title and interest in and to all material that appears on our websites or that is used in our Services, including all related intellectual property rights. Such material is protected by applicable intellectual property laws, including United States copyright law and international treaties.

Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our material; (ii) rent, lease or subscription sublicense access to any of our material; or (iii) circumvent or disable any security or technological features or measures related to such material.

10.Billing

Certain of our Services are provided at no cost and certain Services are subject to various fees. The pricing for the Services can be found at https://pickpackage.com/#pricing, are based on usage and are non-refundable.

The fees for the pricing tiers, as well as telephony charges incurred, will be billed to your credit card and you authorize the card issuer to pay any amounts set forth herein and authorize Pickpack (or our billing agent) to charge your credit card account until you or we cancel or terminate your pricing tier; provided that if payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You must provide current, complete and accurate billing and credit card information. You agree to pay all costs of collection, including attorney’s 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.

You will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on Pickpack income), and any related penalties and interest for the grant of access rights hereunder, or the delivery of related services. You will make all required payments to Pickpack free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to Pickpack will be your sole responsibility, and you will, upon Pickpack request, provide Pickpack with official receipts issued by appropriate taxing authorities, or such other evidence as Pickpack may reasonably request, to establish that such taxes have been paid. Pickpack has a ‘no refund’ policy, but any account credit requests will be considered and processed on a case by case basis.

11.Service Level Agreements & Warranty

Warranty. Pickpack warrants to Customer: (i) that commercially reasonable efforts will be made to maintain the online availability of the Service for a minimum of availability in any given month as provided in the chart below (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 will not materially decrease during any paid term; and (iii) that the Support may change but will not materially degrade during any paid term. Pickpack does not warrant any particular business outcome from the use of this subscription service.

12.Governing Law and Jurisdiction

(a) These Terms constitute the entire terms and conditions between you and Pickpack relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Pickpack, (b) any claim relating to the Site or the use thereof will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Site will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv-Jaffa District, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Pickpack may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by Pickpack, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.

13.Trademarks

The trademarks, logos, and service marks (collectively “Trademarks”) appearing on the Pickpack website are the property of Pickpack. Nothing contained on the Pickpack website should be construed as granting any subscription license or right to use any Trademark without the prior written permission of the party that owns the Trademark.

14.Contacting Us

If you have any questions or concerns about our Services or these Terms, you may contact us at support@pickpackage.com.