Okoora Conversion via API - Okoora - Currency Simplified.

Conversion via API

Conversion via API

HORIZON CONVERSION VIA API LICENSE TERMS AND CONDITIONS (06/08/2023)


PLEASE REA PLEASE READ THE FOLLOWING CAREFULLY BEFORE DOWNLOADING: BY SIGNING THIS AGREEMENT, OR CLICKING “I AGREE”, "ACCEPT" OR OTHER SIMILAR CHECKBOX, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, ON BEHALF OF YOURSELF OR YOUR ORGANIZATION, (“YOU” OR “LICENSEE”) ARE ENTERING INTO A LEGAL AGREEMENT WITH HORIZON TARDING ROOMS LTD, COMPANY NUMBER 513906958, A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 30 SHESHET HAYAMIM ST., BENI BRAK (THE “COMPANY") (LICENSEE AND THE COMPANY EACH A “PARTY” AND COLLECTIVELY, THE “PARTIES”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE DATE OF SUCH OCCURRENCE BEING THE “EFFECTIVE DATE”). TO THE EXTENT THAT LICENSEE AGREES TO THIS AGREEMENT BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, LICENSEE HEREBY WAIVES ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. YOU MUST READ, AGREE AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, INCLUDING OKOORA’S PRIVACY POLICY AND OKOORA’S ACCEPTABLE USE POLICY, BEFORE YOU MAY BECOME A LICENSEE. THE COMPANY MAY CHANGE THE PRIVACY POLICY AND THE ACCEPTABLE USE POLICY FROM TIME TO TIME AND SUCH CHANGES SHALL BE EFFECTIVE AS SET FORTH IN EACH POLICY.
  1. DEFINITIONS
In these Terms and Conditions, the following capitalized terms shall have the meanings defined hereunder:
  • "Agreement" means this agreement as amended from time to time;
  • Intellectual Property Rights” means: (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) patents, patent applications and all related continuations, divisional, reissue, utility models, applications and registrations thereof, inventions (whether patentable or not), designs, trade marks (whether registered or not, including applications) and domain names; (c) trademark and trade name rights and similar rights; (d) all trade secrets and other proprietary rights in know-how and confidential or proprietary information; and (e) any corresponding or equivalent rights to any of the foregoing.
  • "Licensor" - Okoora Financial Services Israel Ltd, Israeli Company Number 516455284
  • Okoora API” means Licensor's application program interface by means of which the Services are accessible.
  • Payment System” means any bank payment, clearing or settlement systems (such as CHAPS, Faster Payments, SEPA, SWIFT, TARGET2) used in relation to the Services;
  • “Regulatory Authority” means any governmental agency or other public authority (including the courts) with jurisdiction over, a party or its Affiliates or contractors, with respect to the performance by either party of its obligations or enjoyment of its rights under this Agreement including the Capital Markets, Insurance and Savings Authority;
  • Reserve” means an amount determined by the Company from You for the purpose of providing a source of funds to pay the Company for any and all, actual and reasonably anticipated claims, losses, costs, penalties and expenses as further set out in this Agreement;
  1. LICENSEE OBLIGATIONS
    • You shall only use the Services in accordance with the terms of this Agreement.
    • You shall, at all times and in all respects:
      • perform obligations in accordance with the terms of this Agreement;
      • pay the Charges for the Services in accordance with the provisions of this Agreement;
      • co-operate with the Company in all matters arising under this Agreement or otherwise relating to the performance of the Services;
      • respond to requests for information and other banking queries as soon as possible, but in any case, before the end of the Business day following the day of receipt of the request from the Company so as to allow the Company to timely respond to such requests from its own banking partners and payment services providers engaged in the performance of the Services;
      • comply with applicable laws and regulations in relation to its use of the Services;
      • provide all other information, documents, materials, data or other items necessary for the provision of the Services or for compliance with applicable laws, to the Company in a timely manner;
      • inform the Company in a timely manner of any matters which may affect the provision of the Services or the Company’s reputation;
      • implement robust measures and procedures to prevent money laundering, financing of terrorism and to ensure that it transfers to the Company only funds from legitimate sources (whereas breach of this clause shall be deemed a material breach of the Agreement and shall entitle the Company to terminate the Agreement; and
      • obtain and maintain all necessary licences, permits and consents required in each jurisdiction in which You or your affiliates offers, provides and advertises its products and services and otherwise comply with its obligations under this Agreement.
      • use the Services only in line with its own registration, license, or other authorization, and not use or permit the use of the Services in a way that will or might constitute breach of Company’s regulatory status, license and/or regime.
    • The Licensee represents and warrants that:
      • it has the right, power and authority to enter into this Agreement and grant to the Company the rights (if any) contemplated in this Agreement;
      • it has and will maintain (of its respective Affiliate) all regulatory licences or approvals required for the provision and marketing of its services and for performance of its obligations hereunder; and
      • all other information, documents, materials, data or other items provided by you pursuant to this Agreement are true and correct and do not infringe the Intellectual Property Rights of any third party.
  1. SERVICES
    • The Company is licensed to provide services in a financial asset, in compliance with the definition of this term in the Financial Services (Regulated Financial Services) Law, 5776-2016.
    • The Company shall provide the Client with currency conversion services through Okoora API. The Company shall provide the Client with currency conversion services on national and international business days only.
    • The Licensee shall be permitted to submit requests and /or instructions to the Company only via Okoora API.
    • You are aware that after obtaining their consent to carry out the orders and/or transactions through Okoora API, it will not be possible to cancel them, and therefore it is their responsibility to verify the details of the operations and / or transactions they intend to carry out, before instructing the Company to carry them out. The company shall not be obliged to notify the Client of the non-execution of any order and/or transaction in the event that any of the Client's instructions are not carried out, in whole or in part, and the Client undertakes to be proactive follow up after the execution or non-execution of his instructions.
    • You must always keep in your account with the Company an amount equal to at least 50% of the monthly value of the conversions that will be used as collateral for the conversions ("collateral"). The Collateral must be free, at all times, from any lien and/or encumbrance and/or pledge and/or lien and/or other right of any third party.
    • As a result of substantial rate deviations, interrupted communication, force majeure, or substantial gate deviations, the company will be able to refuse to carry out the instruction. A notification will be provided via Okoora API. In the event that the Collateral is exhausted, it will not be possible to make further conversions.
    • Settling - the parties will set a date for daily settling (hereinafter: "Settling Dates"). On each Settling Date, you will transfer to your account with the Company funds equal to the amount of the conversions made in NIS or in foreign currency, and at the same time the Company will transfer the amount of the conversions in foreign currency.
    • A conversion may be cancelled by the company if the funds for it are not transferred as required by section 7 above within 24 hours of the conversion date. The company will also charge you for any damages that result from the failure to transfer the funds on time. In addition to the above, the Company will be entitled to reimbursement for any expenses it incurred as a result of the lack of collateral in connection with the services it provided to you.
    • A transfer of funds will be considered as having been carried out at the time the funds are actually received in your bank account with the company.
    • The company will quote foreign exchange rates as they are received from banks in Israel and abroad and various liquidity providers. After receiving the customer's approval to carry out the transaction, the company will act, at its discretion, to carry out the operation, including even contracting with third parties for the purpose of carrying out the transaction. The company's quotations of the rates and the results of the transaction will bind the customer in all respects.
    • You declares that he is aware of the price and/or conditions for performing any action and/or transaction (above and below: the "execution price") change all the time, and that any information that the You will receive from the Company, if received, regarding the conditions of an action or transaction should be completed prior to their execution, does not bind the Company, with the exception of the execution price and the data that the Company will inform the customer of as final when the transaction and/or operation is actually carried out. The rates will be determined by the Company only and at its sole discretion, and not necessarily be the same or similar to other rates from any source. The execution rates that will be recorded in the Company's records will bind the customer in all respects, even if different rates, including better ones, were recorded on the day of execution or purchase or realization or sale and/or other transactions and You will not have any claim and/or demand.
    • Each order will be considered a single order that is not conditioned on the execution of a conversion or the execution of any other order.
    • The Company may, but does not have to, refuse to carry out an instruction given to it by the Licensee, if such instruction is not feasible, inter alia, due to being contrary to the provisions of any law and/or to the best of the Company's knowledge, executing the Licensee's instruction will result in insufficient collateral and/or insufficient funds to cover the expenses incurred by the Company for the execution of the instruction and / or to ensure the execution of any obligations the company undertakes (except in the case of the Licensee providing sufficient collateral to the satisfaction of the Company), and / or if the execution of the instruction is not possible within a reasonable period of time and / or if the instruction is not clear and / or if the instruction is of the type of instructions that the Company does not usually carry out. If the Company carries out the Licensee s instruction, even if it does not have to do so, this shall not constitute a precedent and shall not oblige the Company regarding instructions and/or additional actions and/or shall impair the Client's obligation to cover any outstanding balance created for the Licensee.
    • The company will be entitled, at its sole discretion, to change from time to time the rate of collateral required by it, in accordance with market conditions and the volatility of foreign exchange rates.
    • The Collateral funds will not bear any yield and/or interest, linkage differentials, etc., and the Company will hold and return these funds to you at their nominal value, subject to any use made of them by the Company or Okoora in accordance with this agreement or the API agreement.
    • Designated Account - As part of service, You shall open an account with a licensed financial assets services provider designated by Okoora, as an aggregated omnibus account to facilitate the conversion services on the terms of this Agreement. You shall assume all risk in the Account and, without limitation, shall be solely responsible for all and any funds deposited in the account and for all and any funds owing or due to the yours's Customers in connection with the Service and shall be solely responsible for the distribution and allocation of such Licensee Customer' funds, as required.
    • For any delay in the transfer of funds to the Company according to this agreement, the Company will be entitled to collect arrears interest at the maximum rate allowed by law, from the date on which you are required to make the transfer as stated and/or the payment and/or reimbursement of the expenses until the date of their actual repayment.
    • For the avoidance of doubt, it is clarified that the company does not extend your credit and will not extend you credit of any kind.
    • Although at the date of concluding the present Agreement a Reserve account is not required, the Company may decide that such a Reserve account is necessary at a later stage, which will be subject to prior notification to you. Such Reserve may be requested in case:
      • the risk of the Licensee ceasing or transferring its business or a substantial part thereof;
      • the risk of the Licensee materially altering the nature of its business;
      • if the Licensee 's business activities carry a higher than normal risk of chargebacks or other reversals of customer payments;
      • the Licensee's overall financial standing;
      • the Licensee having what the Company reasonably considers to be extended timeframes for delivery of goods or services to Customers;
      • the risk of the Licensee becoming insolvent or otherwise unable to pay debts as they fall due;
      • where there are what the Company reasonably considers to be a disproportionate number of customer complaints, Reversed Transactions, Fines, penalties or other liability related to the Licensee 's use of the Services; or
      • where the Company reasonably believes that the Licensee will not be able to perform its obligations under this Agreement.
    • Use of Third Parties: You acknowledge that the conversions are carried out with stock exchange agents and/or banks and/or brokers and/or investment companies and/or financial entities and/or others, both in Israel and outside of Israel ("The Third Parties"), at the sole discretion of the Company, and that in these cases the security funds may be held by the third parties for the Company.
      • The Company will be entitled to contract with the Third Parties at its sole discretion, in all matters related to the execution of the transactions, and you release the company from any liability in connection with the selection of the third parties and/or the contract with them in Israel or outside Israel for any damage and/or expense and/or loss and/or loss that will cause him, if caused, in connection with the third parties.
      • You agree that if and when the third party insolvency event occurs, the only claim you will have against the Company will be to receive the same amount that the Company will receive, if and as much as it is received, from The Third Parties outside Israel and/or in Israel, including those who will come in their place, for your Collateral.
    • Subject to Licensee being in compliance with payment of the consideration as set forth below, during the Term (as defined below), Licensor will provide Licensee with access to and use of the Okoora API to enable Licensee to use or offer end users the Services. Licensee may use the Okoora API subject to the restrictions set forth in these Terms and Conditions.
    • Licensee may not use the Okoora API to compete with Licensor by offering the Okoora API to any other person(s) or entity(ies) or making the Okoora API or any portion thereof public by any means, without Licensor’s express written permission.
    • This Agreement does not entitle you to any support for the Services and/or the Okoora API, unless you make separate arrangements with Licensor for such support. You are solely responsible for providing all support and technical assistance to your end users who access, deploy and/or use directly or indirectly the Okoora API. You shall not represent to any such users that Licensor is available to provide such support.
    • KYC AND COMPLIANCE OBLIGATIONS - When using the account, You shall strictly comply with any and all acceptable use policies, prohibited or sanctioned countries or persons provided by the Company (as may be changed by the Company from time to time). You shall bear the sole responsibility to perform any compliance checks and screening in relation to its Customers and to adhere to its compliance obligations. You undertakes to provide to the Company upon its request due diligence information and documentation in relation to a Customer, which the Company may decide to become necessary in the course of transaction monitoring or in any other situation where it may be required to comply with: (i) any other obligation under the applicable anti-money laundering and terrorist financing regimes and regulations; or (ii) a request from a regulator bank or payment partner.
  1. PERFORMANCE OF THE SERVICES
    • The Company shall provide the Services:
      • with reasonable care and skill; and
      • in accordance with applicable laws.
    • Time of performance shall not be of the essence.
    • The Company shall not be liable for any delay or failure in the performance of the Services caused by:
      • Licensee’s failure to integrate the Services in accordance with any integration guides, manuals or written instructions provided by the Company;
      • a breach by the Licensee of any of its obligations under this Agreement;
      • delay or refusal of a banking partner or any payment processor, which the Company uses to perform the Services to you; or
      • an event of Force Majeure.
    • The Company gives no warranty and makes no representations in relation to the Services.
  1. TERMINATION AND SUSPENSION
    • The Company may immediately suspend provision of any or all of the Services (or any element of the Services) or may terminate this Agreement immediately, by giving written notice to Company if:
      • You have failed to pay any amount due under this Agreement on the due date and such amount remains unpaid ten Business Days after You have received a written notification from the Company that the payment is overdue;
      • You fails to make two or more payments, which become due to the Company within three months of each other, on the due dates for payment;
      • The Company is required to do so by a Payment System;
      • The Company receive excessive amounts of requests for information or clarifications from Regulatory Authorities, Payment Systems, banking or payment processing partners of the Company resulting from your’s activities, inactivities and/or transactions;
      • a Regulatory Authority or a Payment System withdraws or threatens to withdraw an the Company's license or authorization to provide the Services or imposes restrictions with the effect that the Company is or will be unable to perform the Services or any element of them;
      • You fails to maintain any regulatory licences or approvals required of You to promote and/or operate its business or to perform its obligations under this Agreement;
      • Yours’s activities have, or in the opinion of the Company are likely to have, a material impact on the Company's business, commercial arrangements, reputation and/or goodwill and/or on the reputation and/or goodwill of a Regulatory Authority or а Payment System; or
      • any other clause of this Agreement expressly entitles the Company to suspend or terminate this Agreement.
    • Either Party shall have the right to suspend all or part of the Services or terminate the Agreement immediately if they are required to do so by the respective regulatory body.
  1. LIMITATION OF LIABILITY
    • THE COMPANY SERVICES ARE PROVIDED "AS-IS", "AS-AVAILABLE" WITH ALL INHERENT RISKS AND MAY NOT SATISFY ALL OF THE LICENSEE REQUIREMENTS, AND MAY NOT BE 100% UNINTERRUPTED OR ERROR-FREE. THE COMPANY MAKES NO WARRANTIES HEREUNDER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE PROFITABILITY OR SUCCESS OF THE LICENSEE BUSINESS.
    • THE COMPANY MAY BE REQUIRED TO PAUSE THE AVAILABILITY OF ANY OF SERVICE OR OKOORA API FOR THE PURPOSE OF MAINTENANCE, BUG FIXING, UPDATES, COMMUNICATION, ERRORS ETC.
    • THE COMPANY SHALL HAVE NO LIABILITY WITH RESPECT TO ANY LICENSE, SERVICE OR SYSTEM AND/OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE SOLE REMEDY OF THE AFFILIATE TOWARDS THE COMPANY WILL BE TO IMMEDIATELY END THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
    • The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause.
    • The total liability of the Company shall not exceed the Charges paid by you in each Contract Year in respect of all claims in the relevant Contract Year.
    • Neither party shall be liable for consequential, indirect or special losses or for any of the following (whether direct or indirect):
      • loss of profit;
      • of or corruption to data;
      • loss of use;
      • loss of production;
      • loss of contract;
      • loss of opportunity; or
      • loss of savings, discount or rebate (whether actual or anticipated).
    • Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • any fees due by You; or
      • any other losses which cannot be excluded or limited by law.
  1. FORCE MAJEURE
    • In this clause, Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under this Agreement, including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, hacking attack, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts, non-performance by suppliers or subcontractors, interruption or failure of utility service. Inability to pay is not Force Majeure.
    • A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:
      • promptly notifies the other of the Force Majeure event and its expected duration; and
      • uses reasonable endeavours to minimise the effects of that event.
    • If, due to Force Majeure, a party:
      • is or is likely to be unable to perform a material obligation; or
      • is or is likely to be delayed in or prevented from performing its obligations for a continuous period of more than 6 months,
either party may terminate this Agreement on not less than 30 days' written notice.
  1. Miscellanies
    • The Company may vary or amend the terms of this Agreement. Unless otherwise agreed, any such variation or amendment may be made by notice from the Company to You as set out in this clause.
    • The Company shall give You notice of any proposed variation or amendment to this Agreement (a "Variation Notice").
    • The proposed variation shall come into effect automatically on the date stated in the Variation Notice, such date to be at least two (2) weeks after the date of receipt of the Variation Notice.
    • You have the right to terminate this Agreement with immediate effect and without charge at any time after receiving a Variation Notice and before any variation stipulated in the Variation Notice becomes effective by giving the Company written notice making reference to the Variation Notice and this clause.
    • Where the Company receive no such objection from You to the proposed variation within the stipulated time frame, You will be deemed to have accepted the change.
    • You agree that the Intellectual Property Rights of the Company include foreign exchange rate quotes and the rights inherent in them, and you will not make any use of them except for the purpose of preforming this agreement. In addition, all copyrights in any document held by the company, including, without limiting the generality of the foregoing, any method, sign, text, analysis, printout, sketch, product, etc. that will be written, developed, invented and/or produced, etc. (hereinafter: "Protected Document") by the Company, including for you and /or related to You according to this Agreement, the Company will have and you will not have any claims and/or demands and/or property right and/or copyright and/or any other right of any kind and type in connection with the Protected Document
    • This Agreement is an integral part of the OKOORA API LICENSE TERMS AND CONDITIONS (“Okoora API License TAC”) and will be valid as long as the Okoora API License TAC is valid. Accordingly, in the event of termination of the Okoora API License TAC as detailed in section 15 thereof, this agreement has ended.
    • Company may issue a press release, a public announcement or otherwise make any disclosure concerning the cooperation between the parties or that the Licensee is receiving the Services contemplated in this Agreement rom the Company.
    • Sections regarding LICENSEE REPRESENTATIONS, “CONSIDERATION”, “LICENSEE RESTRICTIONS”, “CONFIDENTIALITY”, INTELLECTUAL PROPERTY RIGHTS, NO WARRANTY, LIMITATION OF LIABILITY, TERM; TERMINATION and MISCELLANEOUS of the Okoora API License TAC shall apply in their entirety to this Agreement.
D THE FOLLOWING CAREFULLY BEFORE DOWNLOADING: BY SIGNING THIS AGREEMENT, OR CLICKING “I AGREE”, "ACCEPT" OR OTHER SIMILAR CHECKBOX, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, ON BEHALF OF YOURSELF OR YOUR ORGANIZATION, (“YOU” OR “LICENSEE”) ARE ENTERING INTO A LEGAL AGREEMENT WITH HORIZON TARDING ROOMS LTD, COMPANY NUMBER 513906958, A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 30 SHESHET HAYAMIM ST., BENI BRAK (THE “COMPANY") (LICENSEE AND THE COMPANY EACH A “PARTY” AND COLLECTIVELY, THE “PARTIES”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE DATE OF SUCH OCCURRENCE BEING THE “EFFECTIVE DATE”). TO THE EXTENT THAT LICENSEE AGREES TO THIS AGREEMENT BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, LICENSEE HEREBY WAIVES ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. YOU MUST READ, AGREE AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, INCLUDING OKOORA’S PRIVACY POLICY AND OKOORA’S ACCEPTABLE USE POLICY, BEFORE YOU MAY BECOME A LICENSEE. THE COMPANY MAY CHANGE THE PRIVACY POLICY AND THE ACCEPTABLE USE POLICY FROM TIME TO TIME AND SUCH CHANGES SHALL BE EFFECTIVE AS SET FORTH IN EACH POLICY. THIS AGREEMENT IS AN INTEGRAL PART OF THE COMPANY’S SET OF AGREEMENTS AND TERMS WITH THE LICENSEE, AND ITS TERMS AND CONDITIONS ARE IN ADDITION TO AND WITHOUT PREJUDICE TO THE OTHER TERMS AND CONDITIONS OF THESE AGREEMENTS.
  1. DEFINITIONS
In these Terms and Conditions, the following capitalized terms shall have the meanings defined hereunder:
  • "Agreement" means this agreement as amended from time to time;
  • Intellectual Property Rights” means: (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) patents, patent applications and all related continuations, divisional, reissue, utility models, applications and registrations thereof, inventions (whether patentable or not), designs, trade marks (whether registered or not, including applications) and domain names; (c) trademark and trade name rights and similar rights; (d) all trade secrets and other proprietary rights in know-how and confidential or proprietary information; and (e) any corresponding or equivalent rights to any of the foregoing.
  • "Licensor" - Okoora Financial Services Israel Ltd, Israeli Company Number 516455284
  • Okoora API” means Licensor's application program interface by means of which the Services are accessible.
  • Payment System” means any bank payment, clearing or settlement systems (such as CHAPS, Faster Payments, SEPA, SWIFT, TARGET2) used in relation to the Services;
  • “Regulatory Authority” means any governmental agency or other public authority (including the courts) with jurisdiction over, a party or its Affiliates or contractors, with respect to the performance by either party of its obligations or enjoyment of its rights under this Agreement including the Capital Markets, Insurance and Savings Authority;
  • Reserve” means an amount determined by the Company from You for the purpose of providing a source of funds to pay the Company for any and all, actual and reasonably anticipated claims, losses, costs, penalties and expenses as further set out in this Agreement;
  1. LICENSEE OBLIGATIONS
    • You shall only use the Services in accordance with the terms of this Agreement.
    • You shall, at all times and in all respects:
      • perform obligations in accordance with the terms of this Agreement;
      • pay the Charges for the Services in accordance with the provisions of this Agreement;
      • co-operate with the Company in all matters arising under this Agreement or otherwise relating to the performance of the Services;
      • respond to requests for information and other banking queries as soon as possible, but in any case, before the end of the Business day following the day of receipt of the request from the Company so as to allow the Company to timely respond to such requests from its own banking partners and payment services providers engaged in the performance of the Services;
      • comply with applicable laws and regulations in relation to its use of the Services;
      • provide all other information, documents, materials, data or other items necessary for the provision of the Services or for compliance with applicable laws, to the Company in a timely manner;
      • inform the Company in a timely manner of any matters which may affect the provision of the Services or the Company’s reputation;
      • implement robust measures and procedures to prevent money laundering, financing of terrorism and to ensure that it transfers to the Company only funds from legitimate sources (whereas breach of this clause shall be deemed a material breach of the Agreement and shall entitle the Company to terminate the Agreement; and
      • obtain and maintain all necessary licences, permits and consents required in each jurisdiction in which You or your affiliates offers, provides and advertises its products and services and otherwise comply with its obligations under this Agreement.
      • use the Services only in line with its own registration, license, or other authorization, and not use or permit the use of the Services in a way that will or might constitute breach of Company’s regulatory status, license and/or regime.
    • The Licensee represents and warrants that:
      • it has the right, power and authority to enter into this Agreement and grant to the Company the rights (if any) contemplated in this Agreement;
      • it has and will maintain (of its respective Affiliate) all regulatory licences or approvals required for the provision and marketing of its services and for performance of its obligations hereunder; and
      • all other information, documents, materials, data or other items provided by you pursuant to this Agreement are true and correct and do not infringe the Intellectual Property Rights of any third party.
  1. SERVICES
    • The Company is licensed to provide services in a financial asset, in compliance with the definition of this term in the Financial Services (Regulated Financial Services) Law, 5776-2016.
    • The Company shall provide the Client with currency conversion services through Okoora API. The Company shall provide the Client with currency conversion services on national and international business days only.
    • The Licensee shall be permitted to submit requests and /or instructions to the Company only via Okoora API.
    • You are aware that after obtaining their consent to carry out the orders and/or transactions through Okoora API, it will not be possible to cancel them, and therefore it is their responsibility to verify the details of the operations and / or transactions they intend to carry out, before instructing the Company to carry them out. The company shall not be obliged to notify the Client of the non-execution of any order and/or transaction in the event that any of the Client's instructions are not carried out, in whole or in part, and the Client undertakes to be proactive follow up after the execution or non-execution of his instructions.
    • You must always keep in your account with the Company an amount equal to at least 50% of the monthly value of the conversions that will be used as collateral for the conversions ("collateral"). The Collateral must be free, at all times, from any lien and/or encumbrance and/or pledge and/or lien and/or other right of any third party.
    • As a result of substantial rate deviations, interrupted communication, force majeure, or substantial gate deviations, the company will be able to refuse to carry out the instruction. A notification will be provided via Okoora API. In the event that the Collateral is exhausted, it will not be possible to make further conversions.
    • Settling - the parties will set a date for daily settling (hereinafter: "Settling Dates"). On each Settling Date, you will transfer to your account with the Company funds equal to the amount of the conversions made in NIS or in foreign currency, and at the same time the Company will transfer the amount of the conversions in foreign currency.
    • A conversion may be cancelled by the company if the funds for it are not transferred as required by section 7 above within 24 hours of the conversion date. The company will also charge you for any damages that result from the failure to transfer the funds on time. In addition to the above, the Company will be entitled to reimbursement for any expenses it incurred as a result of the lack of collateral in connection with the services it provided to you.
    • A transfer of funds will be considered as having been carried out at the time the funds are actually received in your bank account with the company.
    • The company will quote foreign exchange rates as they are received from banks in Israel and abroad and various liquidity providers. After receiving the customer's approval to carry out the transaction, the company will act, at its discretion, to carry out the operation, including even contracting with third parties for the purpose of carrying out the transaction. The company's quotations of the rates and the results of the transaction will bind the customer in all respects.
    • You declares that he is aware of the price and/or conditions for performing any action and/or transaction (above and below: the "execution price") change all the time, and that any information that the You will receive from the Company, if received, regarding the conditions of an action or transaction should be completed prior to their execution, does not bind the Company, with the exception of the execution price and the data that the Company will inform the customer of as final when the transaction and/or operation is actually carried out. The rates will be determined by the Company only and at its sole discretion, and not necessarily be the same or similar to other rates from any source. The execution rates that will be recorded in the Company's records will bind the customer in all respects, even if different rates, including better ones, were recorded on the day of execution or purchase or realization or sale and/or other transactions and You will not have any claim and/or demand.
    • Each order will be considered a single order that is not conditioned on the execution of a conversion or the execution of any other order.
    • The Company may, but does not have to, refuse to carry out an instruction given to it by the Licensee, if such instruction is not feasible, inter alia, due to being contrary to the provisions of any law and/or to the best of the Company's knowledge, executing the Licensee's instruction will result in insufficient collateral and/or insufficient funds to cover the expenses incurred by the Company for the execution of the instruction and / or to ensure the execution of any obligations the company undertakes (except in the case of the Licensee providing sufficient collateral to the satisfaction of the Company), and / or if the execution of the instruction is not possible within a reasonable period of time and / or if the instruction is not clear and / or if the instruction is of the type of instructions that the Company does not usually carry out. If the Company carries out the Licensee s instruction, even if it does not have to do so, this shall not constitute a precedent and shall not oblige the Company regarding instructions and/or additional actions and/or shall impair the Client's obligation to cover any outstanding balance created for the Licensee.
    • The company will be entitled, at its sole discretion, to change from time to time the rate of collateral required by it, in accordance with market conditions and the volatility of foreign exchange rates.
    • The Collateral funds will not bear any yield and/or interest, linkage differentials, etc., and the Company will hold and return these funds to you at their nominal value, subject to any use made of them by the Company or Okoora in accordance with this agreement or the API agreement.
    • Designated Account - As part of service, You shall open an account with a licensed financial assets services provider designated by Okoora, as an aggregated omnibus account to facilitate the conversion services on the terms of this Agreement. You shall assume all risk in the Account and, without limitation, shall be solely responsible for all and any funds deposited in the account and for all and any funds owing or due to the yours's Customers in connection with the Service and shall be solely responsible for the distribution and allocation of such Licensee Customer' funds, as required.
    • For any delay in the transfer of funds to the Company according to this agreement, the Company will be entitled to collect arrears interest at the maximum rate allowed by law, from the date on which you are required to make the transfer as stated and/or the payment and/or reimbursement of the expenses until the date of their actual repayment.
    • For the avoidance of doubt, it is clarified that the company does not extend your credit and will not extend you credit of any kind.
    • Although at the date of concluding the present Agreement a Reserve account is not required, the Company may decide that such a Reserve account is necessary at a later stage, which will be subject to prior notification to you. Such Reserve may be requested in case:
      • the risk of the Licensee ceasing or transferring its business or a substantial part thereof;
      • the risk of the Licensee materially altering the nature of its business;
      • if the Licensee 's business activities carry a higher than normal risk of chargebacks or other reversals of customer payments;
      • the Licensee's overall financial standing;
      • the Licensee having what the Company reasonably considers to be extended timeframes for delivery of goods or services to Customers;
      • the risk of the Licensee becoming insolvent or otherwise unable to pay debts as they fall due;
      • where there are what the Company reasonably considers to be a disproportionate number of customer complaints, Reversed Transactions, Fines, penalties or other liability related to the Licensee 's use of the Services; or
      • where the Company reasonably believes that the Licensee will not be able to perform its obligations under this Agreement.
    • Use of Third Parties: You acknowledge that the conversions are carried out with stock exchange agents and/or banks and/or brokers and/or investment companies and/or financial entities and/or others, both in Israel and outside of Israel ("The Third Parties"), at the sole discretion of the Company, and that in these cases the security funds may be held by the third parties for the Company.
      • The Company will be entitled to contract with the Third Parties at its sole discretion, in all matters related to the execution of the transactions, and you release the company from any liability in connection with the selection of the third parties and/or the contract with them in Israel or outside Israel for any damage and/or expense and/or loss and/or loss that will cause him, if caused, in connection with the third parties.
      • You agree that if and when the third party insolvency event occurs, the only claim you will have against the Company will be to receive the same amount that the Company will receive, if and as much as it is received, from The Third Parties outside Israel and/or in Israel, including those who will come in their place, for your Collateral.
    • Subject to Licensee being in compliance with payment of the consideration as set forth below, during the Term (as defined below), Licensor will provide Licensee with access to and use of the Okoora API to enable Licensee to use or offer end users the Services. Licensee may use the Okoora API subject to the restrictions set forth in these Terms and Conditions.
    • Licensee may not use the Okoora API to compete with Licensor by offering the Okoora API to any other person(s) or entity(ies) or making the Okoora API or any portion thereof public by any means, without Licensor’s express written permission.
    • This Agreement does not entitle you to any support for the Services and/or the Okoora API, unless you make separate arrangements with Licensor for such support. You are solely responsible for providing all support and technical assistance to your end users who access, deploy and/or use directly or indirectly the Okoora API. You shall not represent to any such users that Licensor is available to provide such support.
    • KYC AND COMPLIANCE OBLIGATIONS - When using the account, You shall strictly comply with any and all acceptable use policies, prohibited or sanctioned countries or persons provided by the Company (as may be changed by the Company from time to time). You shall bear the sole responsibility to perform any compliance checks and screening in relation to its Customers and to adhere to its compliance obligations. You undertakes to provide to the Company upon its request due diligence information and documentation in relation to a Customer, which the Company may decide to become necessary in the course of transaction monitoring or in any other situation where it may be required to comply with: (i) any other obligation under the applicable anti-money laundering and terrorist financing regimes and regulations; or (ii) a request from a regulator bank or payment partner.
   
  1. PERFORMANCE OF THE SERVICES
    • The Company shall provide the Services:
      • with reasonable care and skill; and
      • in accordance with applicable laws.
    • Time of performance shall not be of the essence.
    • The Company shall not be liable for any delay or failure in the performance of the Services caused by:
      • Licensee’s failure to integrate the Services in accordance with any integration guides, manuals or written instructions provided by the Company;
      • a breach by the Licensee of any of its obligations under this Agreement;
      • delay or refusal of a banking partner or any payment processor, which the Company uses to perform the Services to you; or
      • an event of Force Majeure.
    • The Company gives no warranty and makes no representations in relation to the Services.
  1. TERMINATION AND SUSPENSION
    • The Company may immediately suspend provision of any or all of the Services (or any element of the Services) or may terminate this Agreement immediately, by giving written notice to Company if:
      • You have failed to pay any amount due under this Agreement on the due date and such amount remains unpaid ten Business Days after You have received a written notification from the Company that the payment is overdue;
      • You fails to make two or more payments, which become due to the Company within three months of each other, on the due dates for payment;
      • The Company is required to do so by a Payment System;
      • The Company receive excessive amounts of requests for information or clarifications from Regulatory Authorities, Payment Systems, banking or payment processing partners of the Company resulting from your’s activities, inactivities and/or transactions;
      • a Regulatory Authority or a Payment System withdraws or threatens to withdraw an the Company's license or authorization to provide the Services or imposes restrictions with the effect that the Company is or will be unable to perform the Services or any element of them;
      • You fails to maintain any regulatory licences or approvals required of You to promote and/or operate its business or to perform its obligations under this Agreement;
      • Yours’s activities have, or in the opinion of the Company are likely to have, a material impact on the Company's business, commercial arrangements, reputation and/or goodwill and/or on the reputation and/or goodwill of a Regulatory Authority or а Payment System; or
      • any other clause of this Agreement expressly entitles the Company to suspend or terminate this Agreement.
    • Either Party shall have the right to suspend all or part of the Services or terminate the Agreement immediately if they are required to do so by the respective regulatory body.
  1. LIMITATION OF LIABILITY
    • THE COMPANY SERVICES ARE PROVIDED "AS-IS", "AS-AVAILABLE" WITH ALL INHERENT RISKS AND MAY NOT SATISFY ALL OF MAX REQUIREMENTS, AND MAY NOT BE 100% UNINTERRUPTED OR ERROR-FREE. THE COMPANY MAKES NO WARRANTIES HEREUNDER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE PROFITABILITY OR SUCCESS OF MAX BUSINESS.
    • THE COMPANY MAY BE REQUIRED TO PAUSE THE AVAILABILITY OF ANY OF SERVICE OR OKOORA API FOR THE PURPOSE OF MAINTENANCE, BUG FIXING, UPDATES, COMMUNICATION, ERRORS ETC.
    • THE COMPANY SHALL HAVE NO LIABILITY WITH RESPECT TO ANY LICENSE, SERVICE OR SYSTEM AND/OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE SOLE REMEDY OF THE AFFILIATE TOWARDS THE COMPANY WILL BE TO IMMEDIATELY END THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
    • The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause.
    • The total liability of the Company shall not exceed the Charges paid by you in each Contract Year in respect of all claims in the relevant Contract Year.
    • Neither party shall be liable for consequential, indirect or special losses or for any of the following (whether direct or indirect):
      • loss of profit;
      • of or corruption to data;
      • loss of use;
      • loss of production;
      • loss of contract;
      • loss of opportunity; or
      • loss of savings, discount or rebate (whether actual or anticipated).
    • Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • any fees due by You; or
      • any other losses which cannot be excluded or limited by law.
 
  1. FORCE MAJEURE
    • In this clause, Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under this Agreement, including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, hacking attack, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts, non-performance by suppliers or subcontractors, interruption or failure of utility service. Inability to pay is not Force Majeure.
    • A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:
      • promptly notifies the other of the Force Majeure event and its expected duration; and
      • uses reasonable endeavours to minimise the effects of that event.
    • If, due to Force Majeure, a party:
      • is or is likely to be unable to perform a material obligation; or
      • is or is likely to be delayed in or prevented from performing its obligations for a continuous period of more than 6 months,
either party may terminate this Agreement on not less than 30 days' written notice.
  1. Miscellanies
    • The Company may vary or amend the terms of this Agreement. Unless otherwise agreed, any such variation or amendment may be made by notice from the Company to You as set out in this clause.
    • The Company shall give You notice of any proposed variation or amendment to this Agreement (a "Variation Notice").
    • The proposed variation shall come into effect automatically on the date stated in the Variation Notice, such date to be at least two (2) weeks after the date of receipt of the Variation Notice.
    • You have the right to terminate this Agreement with immediate effect and without charge at any time after receiving a Variation Notice and before any variation stipulated in the Variation Notice becomes effective by giving the Company written notice making reference to the Variation Notice and this clause.
    • Where the Company receive no such objection from You to the proposed variation within the stipulated time frame, You will be deemed to have accepted the change.
    • You agree that the Intellectual Property Rights of the Company include foreign exchange rate quotes and the rights inherent in them, and you will not make any use of them except for the purpose of preforming this agreement. In addition, all copyrights in any document held by the company, including, without limiting the generality of the foregoing, any method, sign, text, analysis, printout, sketch, product, etc. that will be written, developed, invented and/or produced, etc. (hereinafter: "Protected Document") by the Company, including for you and /or related to You according to this Agreement, the Company will have and you will not have any claims and/or demands and/or property right and/or copyright and/or any other right of any kind and type in connection with the Protected Document
    • This Agreement is an integral part of the OKOORA API LICENSE TERMS AND CONDITIONS (“Okoora API License TAC”) and will be valid as long as the Okoora API License TAC is valid. Accordingly, in the event of termination of the Okoora API License TAC as detailed in section 15 thereof, this agreement has ended.
    • Sections regarding LICENSEE REPRESENTATIONS, “CONSIDERATION”, “LICENSEE RESTRICTIONS”, “CONFIDENTIALITY”, INTELLECTUAL PROPERTY RIGHTS, NO WARRANTY, LIMITATION OF LIABILITY, TERM; TERMINATION and MISCELLANEOUS of the Okoora API License TAC shall apply in their entirety to this Agreement.
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