Algoretail Ltd. (“Algoretail“, “us“, “our“, or “we“), is a company incorporated in the State of Israel with Company No. 515817310, providing a real-time inventory management system (“System“). A singular store operation system of actionable inventory, creating automated orders from suppliers, offering shelf management app, supporting real-time dynamic planogram, with full store visibility on product availability; all adapted to each store’s unique customer profile.

The System is intended to be used by retail chains and stores offering fast moving goods and/or their suppliers who have signed a services agreement with Algoretail (“Businesses” and “Services Agreement“, respectively). The System includes, among other features, an inventory scheduling system, an order from suppliers management system, a unique shelf management system, a planogram interface, and the ability to collect relevant data for the Business (together with the System, the “Services“).

These Terms of Service (“Terms“), along with the Services Agreement, governs your access and use of the Services. Our Privacy Notice, available at algoretail.io/privacy-policy” (“Privacy Notice“) governs our collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Notice). “You” means any user of the Services, including (1) the Business, (2) the Business owner and/or a manager who has been appointed by the business for this purpose, and (3) an employee of the Business (“Employee“).

Please read these Terms carefully. By clicking on the button marked “I agree” you assent to these Terms. Changes may be made to these Terms from time to time and your continued use of the Services following any changes signifies your assent to the amended Terms. 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.

If you are registering on behalf of a Business, you confirm that you are authorized to enter into the system and bind the Business to these Terms and register for the Services. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you and the Business. The right to access the Services is revoked where these Terms or use of the Services is prohibited.

In the event of a conflict between these Terms and the Services Agreement we have executed with the applicable Business, the provisions of such Services Agreement shall prevail.

1. Use of Services

• Subject to these Terms and the Services Agreement, Algoretail allows the Business and its employees and representatives the right to access and use the Services on a non-exclusive basis for the Business’s internal business purposes.

• Use of and access to the Services is void where prohibited by law. You represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years old, 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; and (e) you shall comply with applicable laws, regulations, and these Terms throughout your use of the Services.

• We may release updates to the Services from time to time, including updates from third parties. You agree that you shall be responsible for installing such updates and that we will not be responsible for malfunctions of the Services where they are not fully up to date.

• You acknowledge and agree that, from time to time, we may use data we collect from and/or about you in an aggregated and anonymized manner, for analytics purposes, to help us improve our management system and/or our Services, as well as for other internal purposes (which we will refer to as “Aggregated Data“). This Aggregated Data may contain data derived from information in the Business’s possession, however, no information contained in the Aggregated Data can be traced back to any particular Business.

2. Account Registration

• In order to use the Services, you will need to have a registered account. To complete the registration process, you must create a username and password and provide all additional registration information that we request, including your name, last name, phone number, and email address. We may indicate that the provision of some information is optional, but your agreement to provide such information may assist us in providing you with improved Services.

• The individual who opens an account on behalf of a Business will be considered an “Administrator” of the Business’s umbrella account and will have full access to all of the account’s features. An Administrator may create additional user accounts within the Business’s umbrella account and configure the permissions for each user. Each additional user will be required to complete the registration process and accept these Terms.

• If a user works with multiple Businesses, such user’s account may be connected to the account of each Business. In such case, the user’s Administrators will not be made aware of or have access to the other Business accounts to which the user is connected. If you use the Services in connection with multiple Businesses, you represent and warrant that you will not use the Services to share confidential or proprietary information of one Business with another, unless authorized.

• Subject to applicable law, Algoretail may refuse to open an account for any individual or entity at its sole discretion and/or limit the number of Administrator and/or additional users a Business may register, at its sole discretion.

• You agree to notify us immediately of any unauthorized use of your account. 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 such activities were not committed by you. To the fullest extent permitted by applicable law, Algoretail will not be liable for any losses or damage arising from unauthorized use of your account. We do not police for and cannot guarantee that we will learn of or prevent any inappropriate use of the Services.

3. Termination of Account

• Algoretail may suspend or terminate any Business’s or individual user’s account at any time by providing three (3) days’ prior notice. In addition, Algoretail may suspend or terminate your account with immediate effect and may take any other corrective action it deems appropriate upon occurrence of any of the following events: (i) termination, suspension or expiration of the Services Agreement for any reason; (ii) violation of the letter or spirit of these Terms, (iii) behavior that is fraudulent, harassing, abusive, illegal or harmful to other users, third parties, or the business interests of Algoretail; or (iv) failure to make payment in accordance with the terms specified herein, including chargebacks. If your account is terminated, you may not rejoin Algoretail without permission. Algoretail may modify or discontinue the Services for all users at any time, provided, however, that such changes will not apply to outstanding subscriptions without provision of a prorated refund. Upon termination of your account, you shall not have further access to any content or materials that may be available through your account.

• We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will cooperate with any law enforcement authorities or court order directing or requesting that we disclose the identity, behavior, or User Content (as defined below) of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.

• You may request termination of your account at any time by sending an email to office@algoretail.io. Following such request, Algoretail shall close your account as soon as reasonably practicable. 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 nature and context are intended to survive such suspension or termination.

4. Fees and Payment. If you are a Business, you agree to pay Algoretail the fees as specified in the Services Agreement and in accordance with the terms therein. Where applicable, taxes may also be charged. Except as expressly provided in these Terms, fees are non-refundable. Please note that Algoretail may impose or deduct foreign currency processing costs on or from any payments or payouts by Algoretail in currencies other than U.S. dollars. When converting currency, prices may be rounded up to the nearest whole number.

5. User Content

• Algoretail allows you and other users to provide certain types of content through the Services, including images, videos, reports, comments, feedback, and any modifications or derivatives of the foregoing (“User Content“).

• User Content comes from a variety of sources. You understand that Algoretail is not responsible for the accuracy, usefulness, safety, appropriateness, or noninfringement of any intellectual property rights of or relating to the User Content. Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.

• ALGORETAIL DOES NOT ENDORSE ANY USER CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY USER CONTENT AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ALL LIABILITY IN CONNECTION WITH USER CONTENT. ALGORETAIL DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF USERS (INCLUDING UNAUTHORIZED USERS) THAT ARE NOT SOLELY DUE TO ALGORETAIL’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.

6. User Content Restrictions

• Algoretail has no obligation to accept, display, or maintain any User Content. Moreover, Algoretail 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 that you provide. You represent and warrant that any User Content that you provide complies with applicable law and that you have all necessary rights, licenses, consents, and authorities required to provide such User Content. Any User Content provided through the Services shall not be considered confidential and may be disseminated by Algoretail without compensation to you, provided that such User Content is not considered Confidential Information under the Services Agreement.

• Without limiting the above, you agree that you will not transmit, submit or upload any User Content or act in any way that: (i) violates the legal rights of others; (ii) infringes the intellectual property, moral, publicity, privacy, or other rights of any third party; (iii) is (or you reasonably believe or should reasonably believe to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity; (iv) does not comply with all applicable laws, rules and regulations; (v) contains material we determine to be offensive, including that which promotes, hate, violence, or discrimination; (vi) constitutes a harassment or threatening behavior; (vii) contains obscene material; and/or (viii) contains any virus, worm, trojan horse, or other harmful or disruptive component.

• Algoretail may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that Algoretail reserves the right to treat User Content as content stored at the direction of users for which Algoretail will not exercise editorial control except when violations are directly brought to Algoretail’s

• It is possible for others to obtain Personal Data about you due to your use of the Services, including through any User Content that 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, location, or description of an entity you represent) for purposes other than what you intended. We are not responsible for the use of any Personal Data that you disclose through the Services or in any User Content by any user or any third party. By making any information available through the Services 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 the Services without our prior written authorization, including framing or mirroring any part of the 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 User Content or other content available through the Services; (3) use the Services or content thereon in connection with any commercial endeavors in any manner, except for the purposes specifically 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 the System; (5) use or access another user’s account without permission; (6) use the Services or content thereon in any manner not permitted by these Terms or applicable law, including all applicable export laws and regulations to (re)export the Services and/or any related materials in violation of such laws.

8. Intellectual Property

• Algoretail or its licensors, as the case may be, have all right, title, and interest in the System, Services, and any content thereon (excluding User Content), including its overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights, 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 the Services for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in the Services. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms or the Services should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Algoretail or any third party. If you provide Algoretail with any feedback regarding the Services, Algoretail 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.

• You have all right, title, and interest in the User Content you provide. By submitting or posting any User Content, you grant Algoretail and its successors and assignees a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, transmit, modify, prepare derivative works of, alter, and/or decompile such User Content on, through or in connection with the Services.

9. Disclaimers and Disclaimer of Warranty

• All information and content on the Services is for informational purposes only and Algoretail provides no guarantees with respect thereto. Your use of the Services is at your sole discretion and risk. The Services and content thereon are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. We do not represent or warrant that the Services will be of good quality or useful for your needs.

• WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SYSTEM AND/OR SERVICES OR ANY CONTENT THEREON, INCLUDING WITHOUT LIMITATION 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, OR PERFORMANCE OF THE SERVICES; (II) THAT THE SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (III) REGARDING THE ACCURACY, QUALITY, CURRENCY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED.

• No advice or information, whether oral or written, you may obtain from us, shall create any warranty that is not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

• You acknowledge and agree that Algoretail is not a data retention service. You therefore must create backups of your data, and Algoretail shall have no responsibility or liability in respect of any loss of, damage to, or corruption of any such data.

10. Limitation of Liability

• Without derogating from any of the above, we assume no responsibility for any error, interruption, defect, or delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any materials or Services. We are not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer systems or equipment, servers, software, failure due to technical problems or traffic congestion on the Internet or within the Services. We shall not be responsible for any loss or damage, including personal injury or death, resulting from the conduct of any users of the Services. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Algoretail, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.

• IN NO EVENT SHALL ALGORETAIL OR ANY OF ITS OFFICERS, EMPLOYEES, ASSIGNEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER ALGORETAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND IN NO EVENT SHALL OUR MAXIMUM CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT YOU OR THE APPLICABLE BUSINESS HAVE PAID US IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE, IF APPLICABLE. IF YOU HAVE NOT MADE ANY PAYMENTS TO ALGORETAIL FOR THE USE OF THE SERVICES, THEN ALGORETAIL SHALL NOT HAVE ANY LIABILITY TOWARD YOU.

11. You agree to indemnify, defend, and hold harmless Algoretail and its employees, directors, officers, subcontractors and agents from and against any and all claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs, attorneys’ fees, and any administrative and/or criminal fines) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your account and/or 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) the Services; (c) your violation of any law or regulation or any of your obligations, representations, or warranties hereunder, including but not limited to breach of any privacy and/or data protection laws and regulations to which you are subject; (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. You may not settle or compromise such suit without our prior written consent. We may be represented in any such suit by counsel of our own choosing at our own expense.

12. Notices. Any required notices pursuant to these Terms may be sent by registered mail or email transmission (with electronic confirmation of delivery) to the addresses of the parties hereto set out herein or provided upon registration, as applicable, and any such notice shall be deemed to have been received one (1) business day after delivery by courier, four (4) business days after delivery by registered mail and one (1) business day after email transmission and written confirmation receipt of such transmission.

13. 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. The competent courts in the State of Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which 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 creates any agency, employment, joint venture, or partnership relationship between you and Algoretail or enables you to act on behalf of Algoretail. These Terms and the Services Agreement 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. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

Last updated: August 2023