Mikata Software-as-a-Service Terms of Use

Welcome to Mikata! These Software-as-a-Service terms of use govern your use of Mikata website at: mikata.cloud (The “Website”) and Mikata Software-as-a-Service platform (the “Platform” and collectively the “Service”) which are owned and operated by Mikata Ltd. (“Mikata”, “we” and “our“).

Please carefully read the following terms and conditions (the “Terms” or “Terms of Use“). The Terms constitute a binding agreement between you and Mikata. By entering, visiting or using the Website or Service in any other manner, you indicate your acceptance of these Terms. If you do not agree to these Terms of Use, you may not access the Website or the Service, or use them in any manner.

About the Service

The Mikata Service offers an online platform that streamline engagements between users (“Members”) wish to offer, search for, and order products (“Products”). Members who publish or offer their Products are “Sellers” and Members who search for, order and purchase Products are “Buyers”. 

You must register an account to access and use many features of the Service and must keep your account information accurate. As the provider of the Service, Mikata does not own, control, offer or manage any offerings or orders made via the Service (“Offering”). Mikata is not a party to the contracts entered into directly between Sellers and Buyers, nor is Mikata a marketplace, shop or insurer. Mikata is not acting as an agent in any capacity for any Member.

If you are a Seller, you are responsible for understanding and complying with all laws, rules, regulations and contracts with third parties that apply to your Offerings.

Seller’s Obligation

Seller. As a Seller, Mikata grants you the license to use the Service including the Platform and all tools available by the Platform to display, manage and sell your Products and Offerings in accordance with the price, availability and other rules determined by you in your Offering.

Mikata & Seller Relationship. The relationship between the Seller and Mikata hereto is strictly that of independent contractors, and neither party is an agent, partner, joint venturer or employee of the other.

Contracting With Buyers. When you accept an order through the Service, you are entering into a contract directly with the Buyer, and are responsible for delivering your Product under the terms and at the price specified in your Offering. You are also agreeing to pay Mikata’s service fee and all applicable taxes (if any) for each transaction. You are the sole responsible and liable for your own acts and omissions and for the acts and omissions of anyone acting on your behalf.

Managing Your Account. The Service provides tools that make it easy for you to set up and manage your Offerings. Your Offerings must include complete and accurate information about your Products. You are responsible for keeping your Offerings information and content (like the catalog) up-to-date and accurate at all times.

Compliance With Applicable Laws. You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Offerings or Products (including but not limited to all tax related obligation). You must assure that you obtained all required licenses (if any) for the selling of your Products.

You are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes, income, or other taxes (“Taxes“).

Fees

Mikata may charge fees (and applicable Taxes) from Members for the right to use the Service or for additional services or features. More information about when service fees apply and how they are calculated can be found on our Service Fees page. Except as otherwise provided on the Mikata, service fees are non-refundable. Mikata reserves the right to change the service fees at any time, and will provide Members notice of any fee changes before they become effective. If you disagree with a fee change you may terminate this agreement at any time pursuant to the Termination Clause below.

Acceptable Use of the Service 

When using the Service, you must refrain from:

• Impersonating any person or entity, or making any false statement pertaining to your identity, employment, agency or affiliation with any person or entity; 
• Engaging in any activity that constitutes a criminal offense or gives rise to civil liability or violating any applicable law.
• Breaching theses Terms or any other applicable rules and instructions that we may provide; 
• Interfering with, burdening or disrupting the functionality of the Service;
• Breaching the security of the Website or identifying any security vulnerabilities in it;
• Circumventing or manipulating the operation, or functionality of the Service, or attempting to enable features or functionalities that are otherwise disabled, inaccessible or undocumented on the Service;
• Using or launching any automated system to collect and compile content from the Service; 
• Displaying the Service or any part thereof in an exposed or concealed frame, or linking to elements or portions of the Service;
• Displaying content from the Service in any way which may alter the content or its design; 
• Accessing or using the Service in order to develop or create a similar or competitive platforms; and
• Collecting, harvesting, obtaining or processing personal information, except as otherwise permitted herein.

WE MAY EMPLOY TECHNOLOGICAL MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE SERVICE. 

API Restrictions

The Service allows you to integrate with your third parties’ platform accounts in order to extract data into your account (e.g. delivering your catalog from your Shopify account) via our Application Program Interface (“API”). Using the API is subject to the restrictions and limitations set in these Terms of Use. In addition, while using the API you:

• You must strictly follow and adhere to the API guidelines and instructions that we convey to you with respect to each API. 
• Except as may be permitted by applicable law, you may not modify, make derivative works of, disassemble, de-compile or reverse engineer any part of the API, or otherwise attempt to uncover its underlying code, structure, implementation or algorithms. 
• You may not use the API in order to develop, or create, or permit others to develop or create, a product or service similar or competitive with the API. 
• You may not perform or attempt to perform any of the following in connection with the API: (i) breach the security of the API, identify, probe or scan any security vulnerabilities in the API, or access data you are not intended to access; (ii) interfere with, circumvent, manipulate, overload, impair or disrupt the operation, or the functionality of the API; (iii) work around or circumvent any technical limitations in the API; (iv) use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the API; (vii) impersonate any person or entity, or make any false statements pertaining to your identity; (viii) use the API in a scope or manner that may adversely impact the availability, stability or responsiveness of the API; (ix) forge any TCP/IP packet header or any part of the header information in any email; (x) send any virus, worm, Trojan horse or other malicious or harmful code or attachment; or (xi) transmit, or attempt to transmit, spam messages or communications. 
• You may not use robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the API. The foregoing shall not apply to acts of scraping, harvesting, collecting or compiling content through the API’s official, documented API, to the extent that the API’s documented functionalities and purposes are consistent with such activities. 
• YOU MAY NOT USE THE API: (A) FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LAW, INCLUDING LAWS RELATED TO EXPORT CONTROL, SPAMMING, PRIVACY, INTELLECTUAL PROPERTY, COMPUTER ACCESS, CONSUMER AND CHILD PROTECTION, OBSCENITY OR DEFAMATION; OR (B) IN ANY MANNER THAT IS HARMFUL, THREATENING, ABUSIVE, HARASSING, TORTIOUS, DEFAMATORY, VULGAR, OBSCENE, LIBELOUS OR SIMILARLY OFFENSIVE.

Links

The Service may contain links to content published on other websites provided by third parties. We do not operate or monitor these websites and content. You may find these websites, or the information and content posted there objectionable or not compatible with your requirements. By linking to a certain website, we do not endorse, or sponsor its content, or confirm its accuracy, credibility, authenticity, reliability, validity, integrity, or legality. We assume no responsibility or liability for such third-party websites or content, or their availability, or for any transactions or dealings made between you and such third-party websites. 

Termination

Unless otherwise expressly stated in any order form signed by you and Mikata, you may terminate this agreement at any time by sending us an email or by deleting your account. Mikata may terminate these Terms and your account for any reason by giving you thirty (30) days prior notice via email or using any other contact information you have provided for your account. Mikata reserves its right to terminate this agreement immediately and without notice and stop providing access to the Service if you breach these Terms or our Privacy Policy, you violate applicable laws, or we reasonably believe termination is necessary to protect Mikata, its Members, or third parties. If your account has been inactive for more than one year, we may terminate your account, providing prior notice.

Intellectual Property

The intellectual property rights associated with the Service, including copyrights, trademarks, trade names, patents, trade secrets, work methods and processes, and any other right, are the sole property of Mikata or its third-party licensors. These rights apply, among others, to information, articles, images, content, graphic design, data and its processing, the Website’s and Platform’s “look and feel”, computer code and any other detail concerning its operation.

Except as provided herein with respect to your limited access to use the Service according to these Terms, these terms do not grant or assign to you, any other license, right, title, or interest in or to the Service or the intellectual property rights associated with them. 

You are not allowed to copy, duplicate, distribute, sell, make available, market and translate any information, including trademarks, images, pictures, texts and computer code from the Service, without Mikata’s explicit prior and written consent.

You may provide Mikata with feedback, including information pertaining to bugs, errors and malfunctions of the Service, performance of the Service, the Service’s compatibility and interoperability, and information or content concerning enhancements, changes or additions to the Service that you request, desires or suggests (“Feedback”). You hereby assign all right, title and interest in and to the Feedback to Mikata, including the right to make commercial use thereof, for any purpose Mikata deems appropriate.

Privacy

We respect your privacy. Our privacy policy is available here [mikata.cloud/privacy-policy] (“Privacy Policy”) and is hereby incorporated by reference to and forms an integral part of these Terms. 

Changes and Availability

From time to time, we may change the Service’s structure, layout, design or display, as well as the scope and availability of the information and content therein, without prior notice. Changes of this type by their very nature may result in glitches or cause inconvenience of some kind. 

The operation of the Service depends on various factors such as software, hardware and communication networks of Mikata, its contractors and suppliers. By their nature, these factors are not fault free.

YOU AGREE AND ACKNOWLEDGE THAT WE DO NOT ASSUME ANY RESPONSIBILITY WITH RESPECT TO, OR IN CONNECTION WITH THE INTRODUCTION OF SUCH CHANGES OR FROM ANY MALFUNCTIONS OR FAILURES THAT MAY RESULT THEREFROM.

The availability, quality and functionality of the Service depends on various factors, including communication networks, and the quality of network connectivity, which are provided by third parties, at their responsibility. These factors are not fault-free. 

WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE ACCESSIBLE, OR AVAILABLE AT ALL TIMES OR IMMUNE FROM ERRORS, GLITCHES OR UNAUTHORIZED ACCESS. 

When You Contact Us

You have various ways of contacting us through the Website or via email. However, following any such communications, we are not under any obligation to make engagements or business arrangement with you, partner with you, provide the Service to you, engage in any present or future marketing activities or engage in any discussions or negotiations with you. 

When you contact us through the Website, you give us a worldwide, free, unlimited, sub-licensable license to use the information you convey to our business needs. Hence, it is advisable to refrain from sending us any information you deem to be commercially sensitive or valuable through the Website. 

Changes to the Terms

From time to time, we may change these Terms, in which case we post the updated Terms on the Website and will try to proactively notify you of these changes. The latest version of the Terms will always be accessible on the Website at mikata.cloud/terms.

Disclaimer of Warranty 

YOU ACKNOWLEDGE AND AGREE THAT THIS SERVICE IS BEING PROVIDED FOR USE “AS IS” AND “WITH ALL FAULTS”. YOU WILL HAVE NO PLEA, CLAIM OR DEMAND AGAINST MIKATA OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS (“STAFF”), IN RESPECT OF THE SERVICE’S FEATURES, CONTENT, LIMITATIONS OR COMPATIBILITY WITH YOUR NEEDS. YOUR USE OF THE SERVICE AND THE INFORMATION CONTAINED IN THE SERVICE, IS AT YOUR FULL AND EXCLUSIVE RISK. WE DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY.  

MIKATA DOES NOT WARRANT, AND HEREBY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE SERVICE, INFORMATION AND CONTENT OBTAIND FROM THE SERVICE OR LINKS TO OTHER WEBSITES.

YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK. YOU HEREBY ACKNOWLEDGE AND BEAR ALL RESPONSIBILITY, RISKS, DAMAGES AND LOSS THAT MY BE RESULTED OF USING THE SERVICE.

WE TAKE NO PART IN, OR RESPONSIBILITY FOR, THE OFFERINGS, DEALINGS, TRANSACTIONS AND INTERACTIONS MADE BY OR BETWEEN SELLERS AND BUYERS. THESE OFFERINGS, TRANSACTIONS, INTERACTIONS AND COMMUNICATIONS, AND ALL CONSEQUENCES RESULTING THEREFROM, ARE STRICTLY BETWEEN YOU AND THE OTHER MEMBER PARTICIPATING IN THOSE INTERACTIONS AND COMMUNICATIONS. THE RELEVANT MEMBERS THAT PROVIDED SUCH OFFERINGS ARE SOLELY RESPONSIBLE FOR THE ACCURACY, ADEQUACY, COMPLETENESS, CREDIBILITY, AUTHENTICITY, VALIDITY, INTEGRITY OR LEGALITY OF THE OFFERING (INCLUDING FEES, PRICES AND DESCRIPTIONS) AND FOR PROVIDING YOU THE PRODUCT.

YOU MAY FIND CONTENT INCOMPATIBLE WITH YOUR EXPECTATIONS, OBJECTIONABLE, ANNOYING, IMPROPER, UNLAWFUL OR IMMORAL. WE DO NOT ENDORSE, SPONSOR, RECOMMEND OR ENCOURAGE MEMBER CONTENT, INCLUDING ENGAGEMENT IN ANY OFFERINGS, DEALINGS, TRANSACTIONS AND INTERACTIONS REGARDING IT, OR CONFIRM ITS ACCURACY, ADEQUACY, COMPLETENESS, CREDIBILITY, AUTHENTICITY, RELIABILITY, VALIDITY, INTEGRITY, OR LEGALITY (INCLUDING FEES, PRICES AND DESCRIPTIONS). WE ASSUME NO RESPONSIBILITY OR LIABILITY FOR MEMBERS’ CONTENT.

Limitation of Liability 

TO THE GREATEST EXTENT PERMISSIBLE UNDER PLATFORMLICABLE LAW, MIKATA OR ITS STAFF, SHALL NOT BE LIABLE TO YOU, FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS, INCLUDING LOSS OF PROFIT AND LOSS OF DATA, COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, NEGLIGENCE, CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE SERVICE, ITS CONTENT, THE USE OF, OR THE INABILITY TO USE THE SERVICE, OR FROM ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE, OR FROM ANY FAULT, OR ERROR MADE BY OUR STAFF, OR FROM YOUR RELIANCE ON CONTENT AVAILABLE ON OR THROUGH THE SERVICE, OR FROM ANY COMMUNICATION WITH MIKATA, OR FROM RETENTION, DELETION, DISCLOSURE AND ANY OTHER USE OR LOSS OF CONTENT OR INFORMATION.

Indemnity

To the maximum extent permitted by applicable law, you agree to release, defend, indemnify, and hold Mikata and its Staff, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in connection with: (i) your breach of these Terms or our Privacy Policy; (ii) your improper use of the Service; (iii) your interaction with any Member, including without limitation any losses or damages of any kind arising in connection with or as a result of such interaction; (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights.

Miscellaneous 

Governing Law. These Terms shall be governed solely by the laws of the State of Israel without regard to its conflict of law provisions. The Tel Aviv District Court shall have sole and exclusive jurisdiction and venue over any claim in connection with the Service or in respect of any matter relating to these Terms. 

Assignment. Members may not assign these Terms without obtaining Mikata’s prior written consent. Any purported assignment without Mikata’s prior written consent is void. To the greatest extent permissible by law, Mikata may assign these Terms in their entirety, including all right, duties, liabilities, performances and obligations herein, upon notice to Member and without obtaining Member’s further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of Mikata’s equity or assets. By virtue of such assignment, the assignee assumes Mikata’s stead, including all right, duties, liabilities, performances and obligations hereunder, and Mikata shall be released therefrom.

Relationship of the Parties. The relationship between the Members and Mikata hereto is strictly that of independent contractors, and neither party is an agent, partner, joint venturer or employee of the other.

Subcontracting. Mikata may subcontract or delegate the performance of its obligations under these Terms, or the provision of the Service (or any part thereof), to any third party of its choosing (e.g. payments service providers). 

Complete Terms and Severability. These Terms together with the Privacy Policy and any order form you may sign, constitute the entire and complete agreement between the parties concerning the subject matter herein and supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of these Terms is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect. 

No Waiver. Mikata will not, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other Party, of any terms or provisions of these Terms. The waiver, by either Party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.

Contact Us

You may contact us with any questions or comments, through the Website contact form mikata.cloud/contact or at: [email protected]

Last Updated: September 2022.