Terms of Service
Terms of Service for Kluster
Kluster Ltd., a company incorporated in the State of Israel, (collectively, "Kluster", "us", "our", or "we"), has developed a platform allowing vendors ("Vendors") to connect with end users the Kluster platform, available to you through our website and/or our mobile application (collectively, "Kluster Platform"). These Terms of Service ("Terms") govern your access and use of the Platform and the services available thereon, including without limitation: (i) offering services to Vendors by creating a Vendor profile on Kluster Platform, and communicating with clients, and (ii) locating clients, contacting clients, (collectively, "Services"). Our Privacy Notice [https://kluster.co.il/index.php?dispatch=pages.view&page_id=3] ("Privacy Notice") governs our collection, processing, and transfer of any Personal Data (as such term is defined in the Privacy Notice). "You" means an individual using the Services as a Vendor, as applicable. "You" means any user of the Platform and/or Services including (i) an individual; (ii) the Vendors; (iii) any owner, proprietor, or management-level employee who the Vendor has designated as an authorized signatory ("Manager"); and (iv) employees of a Vendor ("Employee").
I'd like you to please read these Terms carefully. By clicking the button marked "I agree" upon your registration to the Services, you signify your assent to these Terms. Changes may be made to these Terms from time to time; each such change shall be effective 10 days after publication. Your continued use of the Services following any notification of such changes means that you are more than welcome to the amended Terms once effective. If you do not agree to any of these Terms, please do not click the button marked "I agree" and do not use the Services.
Suppose you register on behalf of any entity or company ("Company"). In that case, you represent that you are authorized to enter into and bind the Company to these Terms and register for the Services.
1. Use of Services
1.1. Subject to these Terms, Kluster allows you to access and use the Kluster Platform and the Services on a non-exclusive basis. Kluster may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice and shall not be liable to you or any third party for any modification or discontinuance of the Services; provided that concerning any Services for which you have paid and have not received solely due to Kluster's modification or discontinuance of Kluster Platform, Kluster shall provide you with a pro-rated refund.
1.2. Use of and access to the Services is void where prohibited by law. You represent and warrant that (a) any registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older, and have the ability to form a binding contract; (d) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; (e) any User content (as defined below) that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; (f) you have all necessary rights and authorities to submit any User Content you upload in connection with Kluster Platform; and (g) you shall comply with applicable laws, regulations, guidelines, and these Terms throughout your use of Kluster Platform and/or Services.
1.3. During your use of Kluster Platform and/or Services, please do not provide any sensitive personal data and/or any personal data about yourself or anyone else subject to a special regulatory regime (such as data regarding health, religion, sexual orientation, etc.). Kluster reserves the right to delete such information immediately.
1.4. Use of the Services. Using Kluster Platform, you acknowledge that Kluster provides the Services as an undisclosed agent. Kluster is not and shall not be responsible for the conduct or behavior of any of the Vendors on or off Kluster Platform to the extent arising out or in connection with such Vendor's negligence, misconduct, or fraud. You shall be responsible for the products you provide, their availability, and pricing. Kluster is not and shall not be responsible for the Vendor's product availability, level, or quality on or off the Kluster Platform. You undertake to provide all services, per best industry practice and the highest standard. Should you have any questions or complaints regarding any vendor or other services provided by a vendor, please contact the relevant vendor or us.
2. Account Registration
2.1. To use the Services, you will need to have a registered account. Upon registration, you will be asked to register as a Vendor. To do so, please follow the instructions on Kluster Platform and provide the information indicated there, including your username and password. We may suggest that the provision of some information is optional, but your agreement to provide such information may assist us in providing you with improved Services.
2.2. A Manager must complete initial registration of an account. Following the initial setup of an account, the Manager may add additional users by providing their email addresses and may designate them as either Managers or Employees. By opening an account, the Manager represents and warrants that: (i) it has the full right and power to provide Kluster with any Personal Data of the account holder, and (ii) it has provided adequate notice to the account holder that its Personal Data will be provided to Kluster by the Vendor; and (iii) where required under applicable law, it has obtained consent from the account holder. The Vendor acknowledges that, should a Manager and/or Employee not accept these Terms, such Manager and/or Employee may not use the Kluster Platform and/or Services.
2.3. Subject to applicable law and Kluster’s discretion and rules, Kluster may refuse to open an account for any individual or to limit the number of Managers or Employees of the Business who may establish an account on the Platform, all at its sole discretion. Kluster will preapprove products before publishing, and they must be in stock.
2.4. You agree to notify us immediately of unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and/or mobile device and all activity on your account, even if you did not commit such activities. To the fullest extent permitted by applicable law, Kluster will not be liable for any losses or damage arising from unauthorized use of your account or password. You agree to indemnify and hold Kluster harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred, unless you have notified us via e-mail at info@kluster.co.il that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We do not actively monitor and cannot assure that we will discover or prevent any improper use of the services
3. Termination of Account
3.1. You agree that Kluster may, for any reason, at its sole discretion and without notice, suspend or terminate your account, and may remove any Content (as defined below) associated with your account and take any other corrective action it deems appropriate. Grounds for such termination or suspension may include (i) violation of the letter or spirit of these Terms, (ii) fraudulent, harassing or abusive behavior, (iii) behavior that is illegal or harmful to other users, third parties, or the business interests of Kluster; or (iv) failure to make payment by the terms specified herein, including chargebacks. If your account is terminated, you may not rejoin Kluster again without express permission, (v) your title and/or position at the Vendor has changed to where you are no longer the Vendor no longer engages a Manager or Employee and/or you; (vi) a prolonged period of account inactivity. (vii) You contacted clients you acquired through Kluster directly and/or granted discount exclusive offers on the platform.
Upon termination of your account, you will no longer have access to any Content that may be available through your account.
3.2. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior, or Content of anyone believed to have violated these Terms or engaged in illegal behavior in connection with the Services.
3.3. You may request termination of your Kluster account at any time and for any reason by emailing tosupport@Kluster.com. Following such a request, Kluster shall close your account as soon as reasonably practicable. Any suspension or termination of your account shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, limitation of liability, and payment obligations), which by their sense and context are intended to survive such suspension or termination.
4. Fees and Payment
4.1. You, agree to pay Kluster a fee equal to a certain percentage as detailed on Kluster Platform or offer you received and as may be amended from time to time, of any services you provide or receive on Kluster Platform exclusive of any taxes, VAT, charges, costs, expenses or customs duties, which shall be added to the Fee if and as applicable (the "Fee"). The Fee shall be calculated based on the type of products and prices and will be disclosed to you upon your registration and provision of such details on the Kluster Platform. Following the provision of the services, you agree to pay Kluster a fee equal to a certain percentage, as detailed on Kluster Platform and as may be amended from time to time, of any products you provide or receive on Kluster Platform. You shall be responsible for paying any direct or indirect taxes, including any GST, VAT, or otherwise, which may apply, depending on your residency and/or location. You represent and warrant that you comply and will continue to comply throughout the term of these Terms with your obligations under income tax provisions in your jurisdiction. The price of any products you offer on Kluster Platform shall be inclusive of all above mentioned taxes and charges that may apply to you.
4.2. If you are directed to a third-party payment processor, you may be subject to terms and conditions governing the use of that third party's service and that third party's Personal Data collection practices. Please review such terms and conditions and privacy policies before using such services.
4.3. Where applicable, taxes may also be charged. Except as expressly provided in these Terms, fees are non-refundable.
4.4. Please note that Kluster may impose or deduct foreign currency processing costs on or from any payments or payouts by Kluster in currencies other than NIS. When converting currency, prices may be rounded to the nearest whole number.
5. Content
5.1. Certain types of content may be made available through the Services. "Content" as used in these Terms means all content on or made available through the Services, including any images, photos, pictures, videos, or recommendations, and any modifications or derivatives of the foregoing. Kluster may allow you to post certain content, including but not limited to information, certifications, images and/or pictures, and/or videos and/or feedback and ratings on or through the Services, referred to herein as "User Content".
5.2. Kluster provides a domain such as Kluster711.com/yourstorenameherer, and admin panel of the store, as an online marketplace, which allows you: (i) to ask questions about the services and such Vendor provides through the communication center, and (ii) to send materials, receive and respond to questions about the services you provide and to allow communication between the Vendors otherwise. Such correspondences constitute User Content and are not private, may be saved for future reference, and may be used by Kluster.
5.3. Content comes from a variety of sources. You understand that Kluster is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although Vendors must agree to these Terms when registering, it is possible that other users (including other Vendors or unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us.
5.4. kluster does not endorse any content (including, without limitation, any user content) or any opinion, recommendation, or advice expressed in any content and expressly disclaims any liability in connection with the content and/or user content. Kluster disclaims all liability, regardless of the form of action, for the acts or omissions of any users (including unauthorized users) that are not due to Kluster's gross negligence or willful misconduct, whether such acts or omissions occur during the use of the services or otherwise.
5.5. You acknowledge and agree that Kluster is not a data retention service. You, therefore, must create backups of your data, including your User Content, and Kluster shall have no responsibility or liability for any loss of, damage to, or corruption of any such data.
6. User Content Restrictions
6.1. Kluster has no obligation to accept, display, or maintain any User Content. Moreover, Kluster reserves the right to remove and permanently delete any User Content uploaded by you without notice and for any reason. You are and shall remain fully and solely responsible for any User Content you upload to the Services. Any User Content posted or submitted through the Services shall not be considered confidential and may be disseminated by Kluster without compensation.
6.2. Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content or act in any way that: (1) restricts of inhibits use of the Services; (2) violates the legal rights of others, including defaming, abuse, stalking or threatening Vendors using Kluster Platform; (3) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (4) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (5) does not comply with all applicable laws, rules and regulations; (6) imposes an unreasonably or disproportionately large load on our infrastructure; or (7) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
6.3. Kluster may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that Kluster reserves the right to treat User Content as content stored at the direction of users for which Kluster will not exercise editorial control except when violations are directly brought to Kluster's attention.
6.4. It is possible for others to obtain Personal Data about you due to your use of the Kluster Platform, including through any User Content you make available through your account. Anyone receiving or viewing User Content may use information you provided through such User Content (such as your contact details or location) for purposes other than what you intended. We are not responsible for the use by any third party of any Personal Data that you disclose on Kluster Platform or through any User Content. By making any information available through Kluster Platform, you acknowledge that you understand and have agreed to such risks.
7. Use Restrictions
You may not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide Kluster Platform or Services without our prior written authorization, including framing or mirroring any part of Kluster Platform or Services; (2) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content; (3) use Kluster Platform or Services or content thereon in connection with any commercial endeavors in any manner, except for the purposes expressly set forth in these Terms; (4) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of Kluster Platform or Services; (5) use or access another user’s account or password without permission; or (6) use Kluster Platform or Services or content thereon in any manner not permitted by these Terms.
8. Ratings and Reviews
Clients may contribute reviews and ratings about other Vendors and their service. Reviews and ratings about Vendors are all publicly available on the Kluster Platform to all Vendors.
9. Intellectual Property
9.1. Kluster or its licensors, as the case may be, have all right, title and interest in Kluster Platform and/or Services, and any content thereon, including its overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights, the trademarks, service marks, and logos contained therein, whether registered or unregistered. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit, or otherwise use the Content of Kluster Platform and/or Services for any purpose. You will not remove, alter, or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in Kluster Platform and/or Services, if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms or Kluster Platform should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Kluster or any third party. Provide Kluster with any feedback regarding any content on Kluster Platform and/or Services. Kluster may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
9.2. You have all rights, title, and interest in the User Content you submit. By submitting or posting any User Content, you grant Kluster and its successors and assigns a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, and/or decompile such User Content on, through or in connection with Kluster Platform, in any media formats and through any media channels, including, without limitation, for commercially promoting Kluster Platform or any of our Services.
10. Copyright
10.1. The policy of Kluster is not to infringe upon or violate the intellectual property rights or other rights of any third party, and Kluster will refuse to use and remove any User Content in connection with the Services that infringes the rights of any third party. Under the Digital Millennium Copyright Act of 1998 (the "DMCA"), Kluster will remove any Content (including, without limitation, any User Content) if properly notified that such material infringes third-party rights and may do so at its sole discretion, without prior notice to users at any time. Kluster's policy is to terminate the accounts of repeat infringers in appropriate circumstances.
10.2. You are in the best position to judge whether User Content violates intellectual property or personal rights of any third party. You are responsible for avoiding infringement of the intellectual property or personal rights of others in connection with User Content.
10.3. If you believe that something appearing on Kluster Platform infringes your copyright, you may send us a notice requesting that it be removed or that access to it be blocked. If you believe such a notice has been wrongly filed against you, the DMCA allows you to send us a counter-notice. Notices and counter-notices must meet the DMCA’s requirements. We suggest you consult with your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to us by contacting us at support@ Kluster.com.
11. Disclaimers and Disclaimer of Warranty
11.1. All information and content posted on Kluster Platform is for informational purposes only, and Kluster provides no guarantees. You can use Kluster Platform and/or Services at your own discretion and risk. Kluster Platform and/or Services and the Content thereon are provided on an AS IS and AS AVAILABLE basis without any warranties. We do not represent or warrant that Services will be good quality or valuable for your needs.
11.2. We expressly disclaim all warranties of any kind, express, implied or statutory, relating to the Kluster platform and/or services or any content thereon, including, without limitation, the warranties of title, merchantability, fitness for a particular purpose, non-infringement of proprietary rights, course of dealing or course of performance. We disclaim any warranties, express or implied, (I) regarding the security, accuracy, reliability, timeliness and performance of kluster platform and/or services; or (ii) that kluster platform and/or services will be error-free or that any errors will be corrected; or (iii) regarding the performance of or accuracy, quality, currency, completeness or usefulness of any information provided on kluster platform and/or services.
11.3. Any advice or information, whether oral or written, obtained by you from us shall create any warranty that is not explicitly stated in these Terms, unfortunately. If you rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Could you check your local laws for any restrictions or limitations regarding excluding implied warranties?
12. Limitation of Liability
12.1. Besides the foregoing, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems, or traffic congestion on the Internet or the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person's mobile device or computer, resulting from the use of Kluster Platform, the Services, or the Content or from the conduct of any users of the Services, whether online or offline. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf. You hereby represent and warrant that you are solely responsible for any data provided to Kluster. We will assume any and all liability for any consequences of providing any incorrect data to us.
12.2. In no event shall kluster, its affiliates or any of their respective officers, directors, employees, assignees, or agents be liable to you or any third party for any damages whatsoever, including without limitation indirect, incidental, special, punitive, or consequential damages, arising out of or in connection with your use of kluster platform and/or services, including but not limited to the quality, accuracy, or utility of the information provided thereon, whether the damages are foreseeable and whether or not kluster has been advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction and no event shall our cumulative liability to you exceed the amount you have paid for services provided and/or received in connection with kluster platform in the three months immediately preceding the date on which the applicable claim or cause of action arose, if appropriate. If you have not made any payments in connection with the Kluster platform, then Kluster's maximum cumulative liability shall not exceed $100.
13. Indemnification.
13.1. You agree to indemnify, defend, and hold harmless Kluster, its affiliates, and its/their respective employees, directors, officers, subcontractors and agents, against any claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer and/or mobile device, password (whether authorized or unauthorized); (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) Kluster Platform or Services; (c) your violation of any law or regulation or any of your obligations, representations, or warranties hereunder; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under applicable law.
13.2. Without derogating from the foregoing, you agree to indemnify, defend, and hold harmless Kluster, its affiliates, and their respective employees, directors, officers, subcontractors and agents, against any claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs and attorneys’ fees) that arise directly or indirectly from the performance and provision of your services on and/or in connection with the Kluster Platform, including any matters relating to payment of VAT and/or taxes.
14. Notifications and Third-Party Content.
Kluster Platform may provide you with system notifications and third-party links (including, without limitation, advertisements) to websites, applications, and services. We don't promise you any content, goods or services provided by such notifications and/or third parties and all use of third-party websites and applications is at your own risk. Additionally, we do not accept responsibility for any payments processed or submitted through third-party websites and applications or for the privacy policies of such third parties.
15. Miscellaneous.
These Terms shall be governed solely by the laws of the State of Israel and without regard to the United Nations Convention on the International Sales of Goods, and the competent courts in the State of Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. If any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision that most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms makes any Vendor, employment, joint venture, or partnership relationship between you and Kluster or enables you to act for Kluster. As may be explicitly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us and you relating thereto are hereby canceled. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. I believe that no waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.
Last updated: April 2024
