TERMS OF USE

ALEPHPAY TECHNOLOGIES LTD. TERMS OF USE

IMPORTANT INFORMATION: These Terms of Use (the “Terms” or this “Agreement”, in short) constitute a binding agreement between us, Aleph Pay Technologies Inc., a corporation registered under the laws of the state of Delaware (“Alephpay”, “we”, “us” or “our”), with offices at Suite 201, 910 Foulk Rd., Country of New Castle, Wilmington, Delaware 19801 and you and govern your access to and use of your Alephpay Account either on our App or the web Platform (as such terms are defined below). Please read this Agreement carefully before activating your Account.

DEFINITIONS:

Account” means either

(a) an electronic account on Alephpay’s web platform in your name (or the name of the corporation that you act on its behalf) in order to provide payment management services for one or more Cards according to these Terms and Conditions (a “Subscription Account”); OR

(b) a non-deposit non-interest bearing pre-paid electronic account with the Alephpay App associated with one Card and maintained for the sole purpose of managing money transferring (an “App Account”).

App” is a mobile application available at Apple App Store ®, Google Play or other mobile or web application platforms or storefronts that allows access to certain services provided by Alephpay for the holders of App Accounts.

Card” means the prepaid payment card that is issued to You, or, at Your request, to any App user authorized by you, by an Issuer. Each Card is linked to either your Subscription Account or your App Account.

Issuer” means a third party that is licensed to provide financial services, issue and acquire payment cards, prepaid cards, credit cards, Internet acquiring or other payment services, that issues the Card pursuant to its engagement with Alephpay.

Platform” is a web platform that allows access to certain services provided by Alephpay for the holders of Subscription Accounts.

Services” means the App and the Platform.

  1. YOUR ACCOUNT WITH US

In order to sign up to the Platform or the App, you need to create an account with us.

Alephpay reserves the right to deny your access to the Services if we reasonably believe you are in breach of these Terms for any reason whatsoever in our sole discretion

Types of Accounts

  1. SUBSCRIPTION ACCOUNT WITH THE PLATFORM

The Platform enables the holder of a Subscription Account to manage the allocation of funds to Cards associated with the Subscription Account subject to the terms and conditions of the respective Issuer.

  1. APP ACCOUNT

You may register for an App Account if you are using a Card issued by an Issuer, and provided to you by an Alephpay business client under a valid engagement with Alephpay. The business client may instruct Alephpay via e-mail or via the Platform to allocate funds to a prepaid card activated in accordance with the foregoing.

  1. YOU HEREBY ACKNOWLEDGE THAT ANY TRANSFER OF FUNDS TO A PREPAID CARD OR ANY SIMILAR TRANSACTION IS SOLELY BETWEEN THE ACCOUNT HOLDER AND THE ISSUER AND THAT ALEPHPAY IS NOT A PARTY TO SUCH TRANSACTION. ALEPHPAY DOES NOT SUPERVISE, DIRECT OR CONTROL THE TRANSACTIONS IN ANY MANNER. ALEPHPAY DOES NOT PROVIDE FINANCIAL AND PAYMENT SERVICES.

Creating an Account

  1. You are solely responsible for any activity that occurs in your Account and to keep your Account password secure. You must notify us immediately of any breach of security or unauthorized use of your Account, by an e-mail to info@alephpay.com. You will be liable for any use made of your Account or password and for our or others’ losses due to such unauthorized use. We will not be liable for your losses caused by any unauthorized use of your Account.
  2. You must be 18 or older to register on our Platform or App. In addition to being of the minimum required age to use our Services under applicable law, if you are not old enough to have authority to agree to our Terms in your country, your parent or guardian must agree to our Terms and our Privacy Policy on your behalf.
  3. If you are using the Services on behalf of a corporation (or any legal entity other than using it personally), you represent that you are authorized to enter into an agreement on behalf of that legal entity, and are nevertheless individually bound by these Terms even if we have a separate agreement with such corporation.
  4. We reserve the right, at our discretion, to modify these Terms from time to time, which modification will be effective 7 days following the posting of the modification to our App or Platform, and will apply to causes of action arising after the effective date of the change. You should continue check the App or Platform for changes. Your continued use of our Services following the posting of changes to these Terms will mean that you accept those changes.
  5. When signing up for the Services, please provide accurate information about yourself. You may not use false information or impersonate another person or company through your account. You may not transfer your account to anyone else. With your registration, you authorize Alephpay, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address and verifying your information against third party databases or through other sources. We may use third parties to obtain this information and carry out checks on our behalf, this may include using credit reference agencies. However a credit check is not performed and Your credit rating will not be affected. We may ask you to provide additional information and documents to support the information you provide.
  6. If you register for a Subscription Account, your Account is subject to an additional agreement between you and Alephpay (the “Subscription Agreement”). In the event of any discrepancy or inconsistencies between these Terms and such Subscription Agreement, the terms of the Subscription Agreement shall prevail to the extent of such discrepancy or inconsistencies.

We, in our sole discretion, have the right to terminate or suspend your access to the Services immediately and with or without cause.

  1. Your Use of our Services
    1. License to You.

Subject to these Terms and our policies (including policies made available to you within the Services), we grant you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to either:

(i) download, install and use a copy of our App on a mobile device or computer that you own or control and to run such copy of the App, solely for your own personal purposes, and to access and use our Services; or

(ii) use our Platform on a mobile device or computer that you own or control, solely for your own personal or internal business purposes, and to access and use our Services.

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access.

  1. Your Use of the Account; Your Use of the Card

Your Account with our Services is not a bank account or a money account. You cannot store monies directly in an Account with Alephpay, but instead, the Alephpay Account may be used to manage the transfer of funds to Cards that were issued in accordance with these Terms. Any use of a Card, including transactions with third parties using the Card as payment means, dispute of transactions, loss or theft, is solely and exclusively subject to the respective Issuer’s terms and conditions.

  1. Content and Marks

The content on the Services, including without limitation, text, descriptions, products, software, graphics, all page headers, button icons, scripts, photos, interactive features, services, and any other content on the Services (“Content“) and the trademarks, service marks and logos contained therein (“Marks“), are owned by or licensed to us.

Content in the Services is provided to you “AS IS” for your information and personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. We reserve all rights not expressly granted in and to the Services. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Services.

“Alephpay”, the Alephpay logo, and other Marks are trademarks of Alephpay or our affiliate’s Marks. All other trademarks, service marks, and logos used on our Services are the trademarks, service marks, or logos of their respective owners.          

This section shall survive any termination of these Terms. 

  1. Unauthorized use

You will and you agree to:

  • comply with all applicable laws in connection with your use of the Services. This includes any privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
  • provide accurate information to us and update it as necessary; and
  • act honestly and in good faith.

You agree NOT to:

  • Defame, stalk, bully, abuse, threaten, harass, abuse, intimidate, harm another person or engage in any other predatory behavior, including sending unwelcomed communications to others or engage in any other predatory behavior, or incite others to commit violent acts.
  • use or attempt to use another’s account or create a false identity;
  • duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found in the Services except as permitted in these Terms, or as expressly authorized by us;
  • reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;
  • utilize or copy information, content or any data you view on or obtain from the Services to provide any service that is competitive, in our sole discretion, with the Services;
  • remove any copyright, trademark or other proprietary rights notices contained in or on the Services (whether ours or our licensors’);
  • collect, harvest, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from the Services (except if the owner of such information has expressly permitted the same);
  • share other users’ or third party’s information without their express consent;
  • infringe or use our brand, logos or trademarks in any business name, email, or URL except as expressly permitted by us;
  • use or launch any manual or automated system or software, devices, scripts robots, other means or processes to access, “scrape,” “crawl”, “cache”, “spider” or any web page or other service contained in our Services, or to access the Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
  • use bots or other automated methods to access the Services, add or download contacts, send or redirect messages, or perform other similar activities through the Services;
  • access, via automated or manual means or processes, the Services for purposes of monitoring its availability, performance or functionality for any competitive purpose;
  • engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
  • attempt to or actually access the Services by any means other than through the interfaces provided by us. This prohibition includes accessing or attempting to access the Services using any third-party service, including software-as-a-service platforms that aggregate access to multiple services;
  • attempt to or actually override any security component included in or underlying the Services; or
  • Interfere or disrupt or game the Services, including, but not limited to any servers or networks connected to the Services, or the underlying software.
  1. Notices

In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.

  1. Fees and Payment
    1. FEES

We offer a range of subscription plans to our Services. Each such plan includes various fees for each Card under the Subscription Account, comprised of the following:

  • a one-off payment for activating the Card, in the amount of US $15 per Card (“Activation Fee”).
  • a monthly fee in the amount of US $3.00 per Card per calendar month, based on holding an active Card and not on actual usage (“Monthly Fee”).
  • a fixed percentage of 2% of each amount made available to the Card (by depositing such amount to the Issuer) (“Deposit Fee”).

The Activation Fee, the Monthly Fee and the Deposit Fee will be collectively referred to as the “Fees”.

Payment obligations are noncancelable and fees paid are non-refundable.

  1. PAYMENT

 

Unless the Fees are paid by Customer (as defined in the respective Subscription Agreement that pursuant to which your Card was issued), You will pay the Fees as follows: 

  • You will pay us the applicable Fees detailed in Section (‎a) in accordance with the terms set out herein.
  • We reserve the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice to you (which may be sent by email).
  • You authorize us to charge the Card for all Fees, as long as you hold an active Card, until cancellation. The Activation Fee and the Deposit Fee will be charged on a daily basis. The Monthly fee will be charged in advance, on a monthly basis. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
  • Notwithstanding anything to the contrary herein, we may collect all outstanding Fees by offsetting such amounts from the balance in your Card, at any given time.
  • If you believe that the we have billed you incorrectly, you must contact us no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to our customer support department at notice@alephpay.com.
  • Unpaid amounts are subject to a late fee of 1.5% per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection. We reserve the right to suspend your access to your Account in the event that you are delinquent in your payment obligations to us. We may further condition future deposits, subscription or renewal on payment terms shorter than those specified in Section ‎(iii).
  • Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You will be responsible for all taxes associated with the Services, the Card and your Account, other than taxes based on our net income. If We have the legal obligation to pay or collect Taxes for which you are responsible under this Section ‎(vi), we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
  1. Disclosure

We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:

  • satisfy any applicable law, regulation, legal process, subpoena or governmental request;
  • enforce these Terms, including investigation of potential violations of it;
  • detect, prevent, or otherwise address fraud, security or technical issues;
  • cooperate with law enforcement authorities or prevent child exploitation;
  • respond to user support requests; or
  • protect our, our users’ or the public’s rights, property or safety.
  1. Disclaimer

Alephpay expressly disclaims any liability that may arise out of disputes between you and the Issuer. Alephpay provides the Services but is not a payment service provider, and the relationship between you and the Issuer is solely subject to the Issuer’s terms and conditions.

As  Alephpay is not involved in the actual contract between you and the Issuer or in the completion of a transaction, in the event that of a dispute with the Issuer, you release Alephpay and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.  

Alephpay does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third party through the Platform or any hyperlinked website or featured in any banner or other advertising and Alephpay will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services, other than as provided herein.

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, OUR AFFILIATES AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS AND AGENTS SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WHILE WE MAKE REASONABLE EFFORTS TO ENSURE THAT THE SERVICES WILL FUNCTION AS CLAIMED, WE, OUR AFFILIATES AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS AND AGENTS DO NOT GUARANTEE THAT THE SERVICES WILL BE FREE OF BUGS, SECURITY BREACHES, VIRUS ATTACKS AND THE LIKE, OR THAT IT WILL ALWAYS BE AVAILABLE. IN ADDITION, YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO USERS THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS, ETC.

EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, WE, OUR AFFILIATES AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS AND AGENTS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SERVICES.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, OUR AFFILIATES AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS AND AGENTS SHALL NOT BE LIABLE FOR ANY LOSS OF MONEY, GOODWILL, REPUTATION, DATA, INTANGIBLE LOSSES, SPECIAL, INDIRECT, DIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, THAT RESULT FROM (I) THE USE OF, OR THE INABILITY TO USE, THE SERVICES; (II) ANY CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (III) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS; EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DO NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN.

IN ANY EVENT AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION TO THE EXTENT PERMITTED BY LAW YOU AGREE THAT OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE GREATER OF (A) THE AGGREGATE OF THE AMOUNT (IF ANY) PAID BY YOU IN THE 12 MONTHS IMMEDIATELY PRECEDING BRINGING OF A CLAIM AGAINST US OR OUR AFFILIATES, OR (B) $100.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction or notification to you.

  1. Indemnity

You agree to defend, indemnify and hold harmless us, our affiliates, and our and their respective owners, officers, directors, employees, agents, and/or licensors, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Services; (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, publicity or privacy right.

This defense, hold harmless and indemnification obligation will survive any termination of these Terms and your use of the Services.

  1. Termination or Suspension of Your Account

You may terminate your use of our Services at any time by deleting your Account. However, if you have a Subscription Account, the deletion of your Account will not affect the validity of the agreement you have entered with us. 

If you are the holder of an App Account, the deletion of your Account will not affect the use of the Card outside of our Services, but it may hinder the allocation of funds to your Card by the respective business client that has provided you with the Card. Your use of our Services will be terminated following the expiry date written on the Card, unless otherwise agreed with the Issuer or the respective business client that has provided you with the Card.

  1. Third Party App Store

The following additional terms and conditions apply to you if you download the App from either the Apple App Store ®, Google Play or other mobile or web application platforms or storefronts authorized by us (each, a “Third Party Store”). To the extent that the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this Section, the more restrictive or conflicting terms and conditions in this Section will apply, but solely with respect to the App and the Third Party Store. You acknowledge and agree that:

  1. These Terms are concluded solely between you and Alephpay and not with the providers of the Third Party Store, and Alephpay (and not the Third Party Store providers) is solely responsible for the App and the content thereof.
  2. The Third Party Store provider has no obligation whatsoever to provide any maintenance and support services with respect to the App. Alephpay is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. The Third Party Store provider will have no warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Alephpay.
  3. Alephpay, not the Third Party Store provider, is responsible for addressing any claims you or any third party may have relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; and/or (iv) intellectual property infringement claims.
  4. In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, as between us and the Third Party Store provider, we, and not the Third Party Store provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
  5. The Third Party Store provider and its subsidiaries are third party beneficiaries of this Agreement, and, upon your acceptance of these Terms, the Third Party Store provider from whom you obtained the App will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
  1. Governing Law and Jurisdiction

These Terms shall be governed and construed by the laws of the State of Israel, without respect to its conflict of laws principles. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Jaffa, Israel, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

SOME JURISDICTIONS MAY NOT ALLOW OR LIMIT SOME OF THE PROVISIONS OF THESE TERMS, SO THAT SUCH PROVISIONS MAY NOT APPLY TO YOU.

  1. Survival

Sections 5 to 13 shall survive any termination of these Terms and your use of the Services, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, indemnities and legal provisions.

  1. General

We reserve the right to discontinue or modify any aspect of the Services at any time. These Terms, together with the Privacy Policy, and any other legal notices published by us on the Services, shall constitute the entire agreement between us concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.