תנאים והגבלות של הספק / מוכר

ספק מוכר -  SHOPY.PLACE

עולם חדש של קניה חכמה חברתית ומתגמלת

שופי פלייס הינו קניון חברתי המאפשר לחנויות לפרסם את מוצריהם בקלות ולקבל חשיפה משמעותית ללא עלות פרסום ותשלום רק אחוזים מהעסקאות. החשיפה נעשית באמצעות השיטה הכי ותיקה שעובדת "פרסום מפה לאוזן" בכלים חדשניים.

הקניון משמש כפלטפורמה לתגמול משפיענים וחברים הממליצים על המוצרים שלכם לעוקבים שלהם שמשתפים את חבריהם וכן הלאה. בקניון נעשה שימוש בכלים מתקדמים (כגון בינה מלאכותית וביג דאטה) להתאמה אישית של חוויות הקונים כך שכל גולש יקבל את החשיפה המסקימאלית למוצרים ולהמלצות שהכי רלוונטיות אליו בערוצים שנוחים לו ובתזמון הנכון.

קהילת PARTNERS – פרטנרס הינו מועדון לקוחות וגולשים המתגמל את הגולשים והרוכשים על כל לייק, שיתוף, מעורבות בקהילה, סיוע לחברים וכמובן ביצוע רכישות. כך שלא מדובר בעוד מועדון לקוחות פאסיבים אלא בלקוחות מעורבים שעוזרים ללקוחות אחרים ומתוגמלים על המעורבות שלהם וחוזרים לרכוש שוב ושוב.

התגמול - מתבצע באמצעות מטבעות P-Coins איתם החברים חוזרים לרכוש מוצרים בקניון החברתי.

ההצעה לשיתוף פעולה הצעתנו היא לאפשר לנו לפרסם את המוצרים שלכם בקניון החברתי וברחבי קהילת פרטנרס בתמורה לאחוזים מסכום העסקאות שיבוצעו בפועל דרכינו, שיופרשו לטובת חברי המועדון והחברה בהתאם לסיכום בין המוכר לקניון.

אופן קבלת התשלום על מכירות

ישנן שתי אפשרויות כדלהלן לבחירת

• סליקה באמצעות מסוף סליקה פרטי של PARTNERS PAY שהכספים יועברו אליו באופן מיידי עם ביצוע העסקה. לפרטים נוספים ופתיחת מסוף פרטי לחץ כאן (מומלץ)
• סליקה באמצעות מסוף PARTNERS PAY וקבלת כספי המכירות שוטף+30.

להלן התנאים והתניות הכלליות של ספק מוכר בקניון:

Vendor/Seller Agreement
This Agreement (this "Agreement") is entered into, on this day (the "Commencement Date") by and between Shopy Partners LTD, 516551348, a company incorporated under the laws of the State of Israel (the "Company"), and (Vendor/Seller), a corporation registered in [Israel] (the "Vendor" and / or "Seller"). Each of the Company and the Vendor may be referred to as a "Party", and collectively, as the "Parties".
WHEREAS, Company maintains an online marketplace with the following url: https://shopy.place/ (the "Platform");
WHEREAS, the Platform connects stores (vendors) who wish to sell their products online (each, a "Product"), and individuals who created an account on the Platform ("End User(s)") for the purpose of enabling End Users to purchase said Products directly from the respective Vendors (each, a "Transaction"); and
WHEREAS Vendor wishes to be listed as a vendor on Platform; and 
WHEREAS, the Parties hereto wish to set forth in writing their agreements and understandings with respect to their business relations.
NOW, THEREFORE, in consideration of the promises and mutual agreements and undertakings set forth herein, and with the intention to be bound hereby, the Parties hereto agree as follows:
1. The Engagement 
1.1. As of the Commencement Date, the Company shall set up an account for the Vendor on Platform ("Vendor’s Account") and ensure Vendor’s Products are listed and accessible to potential End-Users during the Term (as defined in section 5), all in accordance with the terms hereof, the Platform's terms of use (attached hereto for convenience as Exhibit A) ("Terms of Use"), and the Company’s privacy policy, as can be found in the following URL https://shopy.place/privacy-po... , https://shopy.place/terms-and-... , as amended from time to time.
2. Representations and Warranties. 
2.1. Each Party represents, warrants and agrees that the execution and delivery of this Agreement and the fulfillment of its terms will not constitute a default under or conflict with any agreement or other instrument to which it is a party or by which it is bound and does not require the consent of any person or entity. 
2.2. Vendor shall not make any representations or give any guarantees on behalf of the Company to the End-Users or any other third party.
2.3. All the data and information generated by the Company or the Vendor in connection with a Transaction will belong exclusively to the Company. Vendor undertakes to provide the Company with full and unlimited access to any electronic correspondence related to each Transaction whether stored or held by the Company or by the Vendor in its account, servers or any other external data storage. 
2.4. Company undertakes to use its reasonable commercial efforts to ensure the Platform shall be active and available during the Term subject to normal outages beyond its reasonable control. Notwithstanding the foregoing, the Company makes no representation regarding the up-time of the Platform’s servers, and a malfunction or off-time shall not serve as grounds for any claim or compensation of any kind. The Company reserves the right to make changes, amendments, upgrades or other similar actions with no prior notice and at any time. The Vendor understands that the Company shall not be liable for any of the said actions, or changes in the Platform’s services, its schedule, or purpose. 
2.5. Vendor understands and agrees that: 
2.5.1. The Platform is merely a marketplace, and as such, it is not a side to any Transaction or other understandings between the End-Users and the Vendor. It shall not impose any responsibility for any loss or potential loss which may arise from the use of the Platform, and shall not be responsible for any claim, lawsuit, threatened lawsuit or other similar actions that the End-Users or other thid parties might take against the Vendor. In addition, the Vendor shall not make any representaiton on behalf of the Company, and shall not present itself as its affiliate or agent. 
2.5.2. It shall be clarified that the Vendor is required to adhere to any regulation and laws which applied on the Transaction ("Law"), and it shall not be the Company’s responsibilities to ensure the Vendor is not in breach of the Law. 
2.5.3. Nothing in this Agreement, unless explicitly detailed, shall be interpreted or construed as creating or establishing any license, joint venture, or generating any other right for profit to the Vendor. 
2.5.4. Vendor hereby denies and waives any demand, claim and/or allegation that an employment relationship of any kind has resulted from this Agreement between Company and any of Vendor’s employees/affiliates. Vendor undertakes that it shall not claim, demand, sue or bring any cause of action against Company in connection with alleged employer-employee relations between its employees/affiliates and Company, and if Vendor does so, he shall indemnify Company upon its first demand for any expense that may be occasioned to it in respect of, or in connection with, a claim as aforesaid, including advocates’ professional fees.
2.5.5. EXCEPT AS LISTED IN THIS SECTION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS AND THE COMPANY HEREBY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Company reserves the right to suspend, block, or alter the services offered by the Platform at any time, remove Vendor’s account, block its posts, remove its Credits, for any reason whatsoever. 
2.5.6. It is hereby agreed that Vendor’s warranties and undertakings in this section are a fundamental condition of the Company’s contractual relationship with Vendor, and the consideration which Company shall receive pursuant to this Agreement has been calculated in accordance with said warranties and undertakings.

3. Consideration 
3.1. When a payment is made by End User for a Product ("Payment"), it shall be processed by a third-party online-payments processor ("Processor") which the Vendor will engage with separately by the processing agreement attached hereto as Exhibit B (“Processing Agreement”), and credit the Vendor directly.  
3.2. For each Payment, Vendor shall pay the Company a certain percentage of said Payment ("Company’s Fee"), in accordance with the terms set forth in Exhibit C, as amended from time to time in the following URL https://shopy.place/pricing/. It shall be clarified that the Company’s Fees shall be a percentage of the listed price, regardless of any specific promotions or discounts by Vendors. Any use of Credits [P-coins] as a Payment shall be regarded as cash for the purpose of the calculation of the Company’s.
3.3. The Vendor irrevocably authorizes the Processor to reduce the Company’s Fees from the Payment, and to transfer said amount directly to the Company. 
3.4. Company shall not be a party to any dispute between the Vendor and Processor, and shall not be liable for any representation or warrant the Vendor and the Processor shall make or have made, and will not be liable for any legal disputes or claims of unpaid cash, credit or fees between them. 
3.5. If Processor failed to reduce the Company’s Fee from the Payment, the Vendor shall pay the Company’s Fees, directly and immediately, to the Company within 7 days. Vendor Acknowledges that if it fails to fulfill its obligation under this section, its account shall be suspended or deleted. 
3.6. Company undertakes to use commercially reasonable efforts to: (i) ensure Payment from End-Users, (ii) resolve disputes relating to Payments between the Vendor and the End-Users. However, Vendor acknowledges that Company shall under no circumstance be held in any way liable for any Payment, either failed or not delivered by the End-Users, and makes no guarantee to Vendor regarding End-User’s ability to make Payment in general and otherwise, to make Payment on time. 
3.7. All payments of the Consideration shall include V.A.T., which shall be added to the amounts set herein.
3.8. Vendor shall be solely responsible for, and shall pay, all taxes, levies, social benefits, and any other payments required by applicable law to be made in connection with this Agreement.
4. Credits
4.1. As partial payment for Products and where applicable, the Platform may allow End Users the use of credits generated by the Platform or third parties, all in accordance with the terms of use as can be found in the following URL https://shopy.place/reward-poi... as amended from time to time in the Company’s sole discretion (“Credits’ Terms of Use”) (“Credits”).   
4.2. In the event End-Users use Credits as part of a Transaction, Vendor’s Account shall be credited accordingly with the same number of Credits paid by the End-User, enabling the Vendor to use them for in-Platform purchases such as promotions, advertisement, purchases or other use, all in accordance with the Credits’ Terms of Use. Credits may not be cashed into or exchanged for any other currencies, (“Credits’ Value”). The use of Credits shall be limited to a certain percentage of the Transaction’s price.. Vendor hereby agrees and irrevocably authorizes the Company, to  deduct the Credits’ Value used by the End-User in a Transaction from the Company’s Fees owed by the Vendor instead of crediting the Vendor’s Account with the Credits spent by the End-User.
5. Term; Termination 
5.1. This agreement shall come into effect on the Commencement Date and remain in effect until (i) terminated by either Party by a 30-day prior written notice (the “Notice Period”); or (ii) terminated in accordance with Section 4.2 below.
5.2. Company may terminate this Agreement immediately without providing Vendor with the Notice Period and/or paying the Vendor any consideration or any other payments in any case the Vendor shall: (i) breach the terms of this Agreement; (ii) breach the use restrictions set forth in the Terms of Use; (iii) take any action which shall be deemed reasonably improper by the Company. 
6. Intellectual Property
6.1. As used in this Agreement, the term “Intellectual Property Rights” shall mean any trade secrets, copyrights, trademark, masks work rights, patents, or any other similar rights in: ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques. 
6.2. Vendor hereby acknowledges that all Intellectual Property Rights underlying the Platform belongs solely to Company, and Vendor shall not make any claim regarding the ownership of the Platform. Vendor hereby waives any Intellectual Property Rights claim that might rise from the use of the Platform, and the use is on the sole discretion of the Vendor. 
6.3. Vendor hereby represents that all of the Intellectual Property Rights of its posts (any content-contribution made by Vendor to the Platform, including lists, prices, pictures, descriptions, slogans, trademarks, videos, audio files and any other sort of posts) on the Platform (“Posts”) belongs solely to the Vendor prior to posting, or made available to the Vendor’s benefit and free use through a license or other type of agreement, which allows Vendor to share the Intellectual Property Rights with third-parties on its sole discretion, and this section 5 is not in any breach to it.  It shall be clarified that Vendor’s posts shall not breach any third-party Intellectual Property Right that it is bound by, as a party to an agreement, or as a general public obligation.  
6.4. Vendor hereby acknowledges that the Platform is a content-based marketplace, and agrees that the Company shall have irrevocable right to use, as its sole discretion, all of the Intellectual Property Rights of its Posts or Products. Vendor hereby acknowledges that pictures of its Products or other listing of its Products might be used in other pages on the Platform for optimizing the experience of the End-Users in the Platform.
6.5. It shall be clarified that the Vendor’s Posts might not be removable from the Platform, despite of the possible termination of this Agreement, and the Company is not in any obligation to delete any content from the Platform.  
6.6. In any event the Vendor shall provide the Company with feedback, comments or suggestions (“Feedback”) directly or indirectly, by using the Platform’s functions or contacting its support service. Said Feedbacks shall be the sole property of the Company. In any event a competent court deems this section unenforceable or illegal, the Vendor hereby grants the Company an irrevocable, royalty-free, world-wide license to use said Feedback without any limitations or fees.
7. Indemnification. 
7.1. Vendor will defend, indemnify, and hold Company, and its directors, officers, employees and agents harmless from and against any and all damages, liability, claims, losses of whatever kind or nature (collectively, "Loss") to the extent that such Loss arises out of or results from claims, or suits, or other actions by any third party, arising out of, or resulting from (i) Vendor's breach of any terms of this Agreement; (ii) Vendor's breach of any terms of the Terms of Use; (iii) Vendor's negligence, default or willful misconduct, or any damages resulting from the use of the Platform, and the relation between the Vendor and the End-Users; (iv) any claims of an End-User resulting from the engagement (transactions, negotiations, representations, or any other form of communication) with the Vendor; (v) any claim of a third-party regarding the Intellectual Property Rights of the content posted by the Vendor on the Platform. 
8. Transition Period
8.1. Notwithstanding the forgoing, in the event Vendor was not able to execute the Processing Agreement before executing this Agreement, there will be a 30-days period (which can be prolonged by mutual consent of the Parties) in which Payments shall be made directly to the Company (“Transition Period”), and Company shall transfer the money to the Vendor within thirty (30) days, after deducting the Company’s Fee and any other processing fees imposed on the Company. It shall be noted that even during the Transition Period, the Company is not a side to the Transaction, and shall not constitute as an agent of the Vendor. The Platform remains solely as a marketplace, and the Company only receive the money on the Vendor’s behalf.
9. Miscellaneous
9.1. The preamble, Exhibits and schedules to this Agreement constitute an integral and indivisible part hereof. 
9.2. The laws of Israel shall apply to this Agreement and the exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement shall be the competent courts of Tel-Aviv.
9.3. Vendor may not assign or delegate any of Vendor's rights, duties or undertakings under this Agreement to any third party without the prior written consent of Company, and any unauthorized assignment or delegation shall be null and void.
9.4. In the event it shall be determined under any applicable law that a certain provision set forth in this Agreement is invalid or unenforceable, remaining provisions of this Agreement shall not be affected.
9.5. This Agreement constitutes the entire understanding and agreement between the Parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof, and may be amended only by written consent of both parties. Parties acknowledge that an offer was been signed between them, and its contents are fully described in this agreement and the exhibits.
9.6. The Vendor acknowledges and confirms that the existence of this Agreement and all terms of this Agreement are personal and confidential and undertakes to keep such term in confidence and refrain from disclosing such terms to any third party.