Updated [Aug] 2023
The Platform is made available and managed by OLACLICK TECHNOLOGIES CO, a company headquartered in the state of Delaware, by itself or through its Affiliates (« OlaClick », « OC » or « We »).
OC and the Partner Establishment shall hereinafter be referred to individually as « Party » and jointly as « Parties ».
- Legal Nature:
(ii) « Digital Menu ». Digital menu/card generated and made available by the Partner Establishment through the OlaClick Platform listing all products and services offered by the Partner Establishment, including information such as the description and price of each product/service.
(iii) « Client ». Any person, natural or legal, who, as a final recipient, accesses the Digital Menu generated and made available by the Partner Establishment through the OlaClick Platform, to request and purchase the products and/or services offered by the Partner Establishment.
(iv) « Personal Data ». any information relating to an identified or identifiable natural person.
(vii) « OlaClick Platform ». Virtual platform accessible via the web (available at « https://www.olaclick.com/ ») through which Partner Establishments can carry out various types of actions with the aim of exposing, publicising, offering and marketing their products and/or services to Clients, including, but not limited to: (i) create and make available a Digital Menu of the products/services that the Partner Establishment wishes to offer to potential Clients, (ii) generate a QR Code for the Digital Menu; (iii) insert and/or modify the prices of the products/services offered; (iv) add, modify and delete products/services from the Digital Menu;
(v) receive orders from potential Clients via WhatsApp; and (vi) access the history of orders placed.
(ix) « Consumer Protection Legislation ». These are all laws, rules, regulations, requirements and guidelines relating to consumer protection, applicable to the Partner Establishment and/or the Clients. Partner declares to know and comply with the Consumer Protection Legislation.
(x) « Data Subject ». an identifiable natural person, one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
(xi) « Processing ». any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
(xii) « Personal Data Breach ». a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed.
(xiii) « Consent ». any freely given, specific, informed and unambiguous indication of the data subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.
(xiv) « Affiliates ». Any person, organization or company controlling, controlled by or under common control with one of the Parties.
- About the Platform:
3.1. The OlaClick Platform is a technological tool that, by using the Internet, facilitates the approximation between Partner Establishments that wish to offer and market their products and services and Clients who wish to request and purchase such products or services from the Partner Establishment, through the use of the OlaClick Platform.
3.3. Among the functionalities of the Platform available to Partner Establishments, the following stand out: (i) the creation and provision of a Digital Menu containing the products/services that the Partner Establishment wishes to offer to potential Clients, (ii) generation of QR Code for the Digital Menu; (ii) insertion and/or modification of the prices of the products/services offered in the Digital Menu; (iii) addition, modification and deletion of products/services from the Digital Menu; (v) receipt of orders from potential Clients via WhatsApp; and (v) access to the history of orders placed.
3.4. In order to guarantee the quality of the Platform, new functionalities may be included in updates and new versions of the Platform, as well as functionalities currently existing may cease to exist and/or suffer limitations. OC makes no commitment to keep active any tool, functionality or service that is currently offered or has been offered in the past, regardless of whether it was offered for free or for a fee.
3.5. The Partner Establishment states that it is aware and agrees that OC only provides the Platform to bring Partner Establishments and Clients together, by enabling Partner Establishments to create and make available their Digital Menu and for Clients to order and purchase the products and services offered. Thus, OC has no participation, interference or responsibility in the relationship established between the Partner Establishment and the Clients, including in the event of any default by the Clients.
3.6. In addition, the Partner Establishment is fully aware that OC does not offer any type of freight service, transport, delivery, nor the approach of the Partner Establishment with deliverers, and the Partner Establishment must arrange its own form of delivery of products and services to Clients, without any participation of OC.
3.7. The Platform may include the offer of third party services, which shall be provided according to terms and conditions determined by such third parties and under their exclusive responsibility (« Third Party Services »).
- Technical Requirements for the Use of the Platform:
4.1. Use of the Platform necessarily depends on equipment and devices connected to an internet network, which must be independently obtained and hired by the Partner Establishment. Access to and use of the Platform may be adversely affected by the version of the operating system of the Partner Establishment’s device or by the technical condition of the devices used by the Partner Establishment. The suitability and updating of devices, browsers or operating system versions for the operation of the Platform is the Partner Establishment’s responsibility. OC shall not be liable for any damage incurred as a result of the discontinuation and/or alteration of old versions of the Platform. We therefore recommend that the Partner Establishment access the Platform frequently to check for new updates.
5.2. The Partner Establishment shall be responsible for checking that all of its data on the Platform are correct and represent its reality at the time of registration of the information, even in the case of automatic completion of data by OC. By registering, the Partner Establishment guarantees the accuracy, clarity, authenticity, legality, validity and updating of the information provided.
5.3. The Partner Establishment shall at all times keep its data up to date and OC shall not be obliged to police or monitor the Partner Establishment’s data or any additional information provided by the Partner Establishment, but may at its sole discretion delete or question data which appears to it to be untrue or request that the Partner Establishment’s identification and registration details be updated.
5.4. When registering, the Partner Establishment must create a login and password to access the Platform. The login and password used by the Partner Establishment to access the Platform are confidential and are its sole responsibility. OC warns that a third party’s access to the Partner Establishment’s account on the Platform may give the third party access to the Partner Establishment’s data and that of its authorized Users, including Personal Data, so if the Partner Establishment has any reason to believe that the confidentiality of this information has been compromised, it must contact OC immediately.
5.5. The login the Partner Establishment creates to access the Platform shall be for personal and non-transferable use and may not be assigned to third parties, even temporarily. The Partner Establishment may not, under any circumstances, have more than one login to access the Platform. If it is necessary to modify any data, the Partner Establishment shall do so through the Platform itself, through the service channels of OC, or by e-mail
5.6. OC reserves the right to use all valid and possible means to confirm the identity of the Partner Establishment and its authorized Users and to verify compliance with the requirements for use of the Platform by the Partner Establishment and its authorized Users. In this regard, OC may, at any time, at its discretion, request copies of documents from the Partner Establishment and its authorized Users in order to verify the veracity of its registration information. If OC finds that the Partner Establishment registration contains inaccurate or outdated data, the Partner Establishment is aware and agrees that it has two (2) business days to make the necessary corrections, otherwise OC may, at its sole discretion, suspend or terminate the Partner Establishment account.
- Registration on the « WhatsApp » Platform:
7. Terms and conditions Payment of fee and/or extra features
7.1. Olaclick may charge a certain fee for the use of certain of its features, in which case, by registering for an Olaclick account, you agree to pay Olaclick the fee applicable to the feature, plan or level account chosen by you when registering or when updating such registration details, for the time specified there. Olaclick reserves the right to update or change the fee, fee structure, features or plan details at any time with notice through the platform, or any other means deemed appropriate by OC. In plan or level subscriptions plans, the fee might not include certain “advanced features” that could be purchased and charged in addition to the subscription fee.
7.2. Renewal of the selected plan will be automatic and the receipt for the renewal fee will be sent or made available to the Partner Establishment’s account of the platform’s dashboard.
7.3. The Partner Establishment can upgrade its plan at any time and its term will start from the date the new plan was chosen. In such a case, the current plan will be canceled and replaced by the new plan.
7.4. In the event that the Partner Establishment wishes to downgrade its plan, the current plan and the applicable fee will continue for the initially agreed upon term, after which it will be canceled and replaced for the new plan.
7.5. In case the Partner Establishment would like to cancel the contracted plan, the agreed plan as well as its fee will continue to be applicable for the remaining contracted period, after which it will be canceled, without any reimbursement.
7.6. Olaclick will not be responsible for any concept related to taxes or deductions; and, the corresponding taxes will be charged if necessary.
7.7. Fees may be charged to the Partner Establishment by any means and jurisdiction Olaclick deems appropriate, sending the corresponding receipt and the details of the contracted plan. Likewise, the Partner Establishment acknowledges that under no circumstances will Olaclick cancel invoices or issue credit notes.
7.8. In the event that the automatic debit for the corresponding fee is not possible, Olaclick will send a payment link to the Partner Establishment. If within a period of [*] days the corresponding payment is not made, the contracted plan will be canceled.
- Terms and conditions of online payment
8.1. Olaclick might offer a feature for accepting online payments. Payment Method availability varies by geography. Depending on your location, you may not be able to use one or more of
the Payment Methods. Payment Methods are sourced from various third-party providers, and each provider controls the terms that apply to its Payment Method. Therefore, you accept that in order to use the online payments feature, you shall, in addition to these Terms and Conditions, agree to the terms and conditions specified by the corresponding Payment Method provider. Olaclick does not provide nor is directly or indirectly involved in the online payment process and, as such, does not have any type of control or involvement over such transactions.
As a consequence, Olaclick shall not be responsible and shall not assume any liability for any online payment transactions, including those implying incorrect transactions; frauds, refunds or inaccurate data entry. The terms and conditions applicable to a Payment Method are subject to change at any time, which shall be given notice by Payment Method provider in accordance with such terms, and shall be your responsibility to periodically review your compliance with the applicable requirements.
8.2. Olaclick may provide the functionality of in-table payments, which shall be connected with the Payment Methods, for which the Partner Establishment shall accept its terms and conditions. Likewise, the commercial conditions of the in-table payments functionality shall be those that are detailed in the specific document subscribed for such service, which are subject to change at any time.
- Obligations of OC:
11.1 The obligations of OC are
(i) Integrating the Partner Establishment in the Platform,
(ii) Host the Partner Establishment Digital Menu and keep it accessible on the Platform so that the Partner Establishment can share it with its potential Clients;
(iii) Grant the Partner Establishment access to the OlaClick Platform;
(iv) Providing access to the control panel with the history of orders placed through the OlaClick Platform to the Partner Establishment; and
- Obligations of the Partner Establishment:
(i) Be responsible for the correct supply of their data and/or information, being aware that the incorrect supply may impair the commercialization of products and services to Clients;
(ii) Be responsible for the acts practiced by its collaborators, as well as for its obligations in the civil, fiscal and labour areas, including before Clients, in relation to the products and services traded through the Platform;
(iii) Keep its Digital Menu and opening hours updated on the Platform, as well as remaining online and accepting orders placed by Clients during all the opening hours informed;
(iv) Maintain the quality of the products and services offered through the Platform, preparing the orders exactly as stated in its Digital Menu and delivering the orders to the Clients, in a packaging suitable for transportation;
(v) Provide for the re-execution of any order placed by Clients in the event of any non- conformity;
(vi) Comply with all applicable laws and regulations in the production, offer and delivery of the products or services in question and be responsible for compliance with any and all rules applicable to its activities. Liability for any legal or regulatory violations shall lie solely with the Partner Establishment;
(vii) Not offer any product or service that represents, in any way, an illegal, immoral product or service, to which it is not qualified or licensed to comply or that may, in any way, cause damage to OC, the Clients, other Users or third parties;
(viii) Not offer any services for any dealings, engagement, or sale of goods/services linked directly or indirectly with Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk Regions. Additionally, it is prohibited to use OC products and services to directly or indirectly export, reexport, sell, or supply accounting, trust and corporate formation, or management consulting services to any person located in the Russian Federation. Furthermore, Partner Establishments will abstain to directly or indirectly use OC services for the following (this is not an exhaustive list but merely an illustrative one):
(ix) Prohibited business
Illegal products and services
- Illegal drugs, substances or any equipment for their production;
- Fake references or ID-providing services;
- Telecommunications manipulation equipment;
- Any business or entity that engages in, promotes or celebrates unlawful violence or physical harm, unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other characteristic;
- Products or services that are in violation of the applicable law;
Products and services that infringe intellectual property rights
- Sales or distribution of music, movies, software, or any other licensed materials without authorization;
- Counterfeit goods, illegally imported or exported products;
- Unauthorized sale of brand name or designer products or services;
- Products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights third parties;
Products and services that are unfair, predatory, or deceptive
- Pyramid schemes
- ‘Get rich quick’ schemes (for example. investment opportunities or other services that promise high rewards with the objective of misleading consumers)
- No value added services including sale or resale of a service and resale of government offerings without authorization or added value;
- Sales of online traffic or engagement;
- Negative response marketing and telemarketing;
- Predatory mortgage consulting, lending, credit repair and counseling services;
- Predatory investment opportunities with no or low money down;
- Remote technical support, mugshot publication or pay-to-remove sites, essay mills, chain letters, door-to-door sales;
- Any other businesses that OC considers unfair, deceptive, or predatory;
Adult content and services
- Pornography and other mature audience content (nudity or explicit sexual acts);
- Adult services (prostitution, escorts, pay-per view, sexual massages, and adult live chat features);
- Adult video stores;
- Gentleman’s clubs, topless bars, and strip clubs;
Following legal services
- Law firms collecting funds for other purposes than service fee payment;
- Bankruptcy attorneys;
- Bail bonds;
Firearms, explosives and dangerous materials
- Guns, ammunitions, weapons, fireworks and any similar devices;
- Peptides, research chemicals, and other toxic, flammable and radioactive materials; Gambling
- Games of chance i, and others for a monetary or material prize;
- Sports forecasting or odds making with a monetary or material prize;
- Bidding fee auctions;
- Cannabis products, dispensaries and related businesses;
- Products containing any amount of CBD/THC;
In Mexico’s jurisdiction
- Adoption agencies;
- Credit card and identity theft protection services;
- Cross-border currency exchange services;
- Debt collection agencies;
- Direct marketing- travel;
- Electronic cigarettes for card-not-present transactions;
- Game console modification devices;
- HCG weight loss;
- Investment services;
- Penny auctions;
- Pharmaceuticals wholesale for card-not-present transactions;
- Search engine optimization;
- Tobacco for card-not-present transactions;
In United States jurisdiction
- Extended warranties and subscriptions over one year;
- Sex toys;
- Sexually oriented dating services;
- Unregistered charities;
You must not use OC services for the following activities, unless you have received OC ́s written approval, following discretionary comfort by OC of the regulatory standing of the products advertised.
Regulated industries such as:
Financial products and services
- Investment and brokerage services;
- Lending services;
- Buy Now Pay Later services;
- Debt collection agencies;
- Insurance services;
- Money transmitters, currency exchange services and other money services businesses;
- Neobanks / challenger banks;
- Other financial institutions;
- Government grants;
- Embassy, foreign consulate, or other foreign governments;
Pharmaceuticals and telemedicine
- Online pharmacies;
- Prescription-only products;
- Telemedicine and telehealth services;
- Tobacco products including e-cigarettes and e-liquid;
- Credit card and identity theft protection services;
- Other age restricted goods or services;
Businesses that may pose elevated financial risk such as:
- Travel reservation services and clubs;
- Airlines and cruises;
- Timeshare services;
Non-fiat currency and stored value
- Virtual and cryptocurrencies, non-fungible tokens (NFTs), and mining services;
- Prepaid phone cards, sim cards, and phone services
- Sale of stored value or credits maintained, accepted and issued by anyone other than the seller;
- Sale of in-game currency or game items, unless the business is the operator of the virtual world;
Business models that may be particularly prone to abuse by ‘bad actors’ such as:
- Businesses where the revenue is obtain both from selling items and from signing up new sellers;
- Network marketing and referral marketing;
- Shipping and forwarding brokers;
- Shipping brokers;
- Forwarding brokers;
- Drop shipping;
- Charity sweepstakes and raffles for fundraising;
In addition, the functionality to receive or collect online payments is not available in Cuba. Olaclick is constantly monitoring the products and services offered on its platform. If as a result of these reviews, Olaclick becomes aware that any partner establishment is offering products and/or services listed as prohibited or restricted, the partner establishment will be immediately notified and the account will be deactivated. In case Olaclick discovers that the same partner establishment, under different accounts, remains to directly or indirectly offer prohibited or restricted products and/or services, Olaclick may be forced to proceed to notify the
For any questions or further information, please contact us: firstname.lastname@example.org (x) Additionally the Partner Establishment must abstain of misusing of OC services, it will be consider that a service is being misuse when the Partner Establishments do, among others, the following:
- Use OC services with false, manipulated, inaccurate, or misleading information regarding your identity, business entity, the nature of business, and any other information requested by OC (you must inform us of any information changes)
- Use OC services to facilitate transactions on behalf of another undisclosed commerce or for products/services that were not disclosed to OC;
(xi) Issue an invoice or equivalent document to the Clients, in which the value of the products/services must be exactly the same as the one advertised on the Digital Menu.
The Partner Establishment for Products of restricted use, such as tobacco and alcoholic beverages, must verify that the final Client of the products is of legal age. In the event that the Partner Establishment identifies that the final Client is not of legal age, the Partner Establishment will not deliver the products to the final Client, it being understood that, in such case, OC shall have no liability whatsoever for the non-delivery of the products.
12.2 The User may not:
(i) Use the Platform in a way that, in any way, implies violations of the rules applicable in Brazil, including the Data Protection Legislation and the Consumer Protection Legislation;
(ii) Copy, assign, license, sublicense, sell, rent, lease or give in guarantee, distribute, share, reproduce, donate, dispose of in any way, make available, give access to the Platform or transfer all or part of the Platform software, as well as its modules, parts, manuals or any information related to it, including any content from OC or other Users, under any modalities, free of charge or onerously, temporarily or permanently;
(iii) Decompile or promote, and/or facilitate, any reverse engineering, improper access, or attempted reverse engineering or improper access, to the source code of the Platform;
(iv) Employ software, techniques and/or artifices with the intention of unduly using the Platform for practices that are harmful to OC, other Users or third parties, such as hacking, scraping, crawling, exploits, spamming, flooding, spoofing, crashing, root kits, etc;
(v) Reproduce, adapt, modify and/or use, in whole or in part, for any purpose, the Platform or any content from OC or other Users, without express authorisation;
(vi) Practice acts that cause or propitiate the contamination or harm any equipment of OC, other Users and/or third parties, including through the publication or transmission of any file that contains viruses, worms, malware, bot, backdoor, spyware, rootkit, Trojan horses or any other contaminating or destructive program;
(vii) Engaging in any conduct that may interfere with the proper functioning of the Platform;
(viii) Using the Platform for a purpose other than that for which it has been made available by OC;
(ix) Use the Platform, or allow its use, for, by, of third parties or for their benefit;
(x) impersonating or attempting to impersonate other Users or using other Users’ accounts
(xi) Falsify, omit or simulate IP, network or e-mail addresses, in an attempt to conceal identity or authorship or even blame innocent third parties;
(xii) Violate or threaten the rights and interests of OC, other Users or third parties;
(xiii) Perform acts contrary to morality, law and public order and including, but not limited to, pornography, corruption, money laundering, among others;
(xiv) Attempt to appropriate the intellectual property or content of OC or other Users by any mechanism; and/or
(xv) Using the Platform with the aim of developing or operating a product similar or competing with the Platform or any other product or service of OC, or facilitating access to the Platform by a competitor of OC.
12.3. The Partner Establishment is solely responsible for the safekeeping and secrecy of the username and password of its account on the OlaClick Platform, and for restricting access to the device used to access the Platform, being responsible for all actions carried out through its account.
12.4. The Partner Establishment will be solely and exclusively responsible for the regularity, lawfulness and conformity of its activities with the legislation in force, it being incumbent on it to obtain any and all registration, enrolment, license or authorisation required for the production, offering, marketing and supply of products and services offered by it on the Platform, as well as to observe all relevant legislation, including the regulations, resolutions, ordinances, notices, orders and instructions which may be issued by the competent authorities.
12.5. The Partner Establishment assumes full and exclusive responsibility for providing the products and services it offers on the Platform, including for their suitability and quality, including in relation to Clients and third parties.
- Declarations and guarantees of the Partner Establishment:
13.1. The Partner Establishment states and warrants that: (i) is able to provide the services and products offered in its Digital Menu; (ii) has all necessary authorizations, licenses, registrations and training to provide the services and products offered in its Digital Menu, in a satisfactory and safe manner; (iii) has regular registration with any government agencies competent to supervise the activity, as required by law.
13.2 The Partner Establishment represents and warrants that it is the owner or licensee of the necessary rights over the images and/or photographs inserted, published, conveyed and/or generated in its account on the OlaClick Platform or displayed on its Digital Menu, and warrants that it has all rights and powers necessary to use such images and photographs and license their use to OC. Accordingly, the Partner Establishment declares and accepts that it shall be solely responsible for any infringement of third party rights over the authorship or ownership of said images and/or photographs. Notwithstanding the foregoing, OC may delete products, images and/or photographs contained in the Digital Menu or Partner Site account that violate applicable law or about which it has received a complaint from a third party.
- Third Party Services:
14.1 The services provided by the Platform may also use services, channels, platforms or products of third parties, including, but not limited to, the « WhatsApp » platform (« Third Party
Services »), operated by third parties that have no relationship with OC. Such Third Party Services may include, for example, services for executing and receiving payments, instant messaging applications, and others. In such cases, your use of such Third Party Services will be subject to the specific terms and conditions of each Third Party Service and OC is not responsible for and has no control over the relationship between the Partner Establishment and the Third Party, the agreed terms or the characteristics and quality of such Third Party Services.
14.2 The Platform may contain links to, or content from, other websites or third party websites of OC or non-OC partners, which does not mean that these websites are owned or operated by OC. OC has no control over these third party sites and shall not be liable for the content, practices and services offered by any third parties, even if contained on its Platform. The presence of third party content on the Platform does not imply a relationship of endorsement, approval, partnership, supervision, complicity or solidarity on the part of OC towards these sites and their content.
- OC duties:
15.1. OC may, at its sole discretion:
(i) Suspend, modify or terminate, partially or totally, the functionalities or activities of the Platform;
(ii) Carry out any and all checks, investigations, internal analysis of data related to the use of the Platform by the Partner Establishment and the adoption of any corrective measures in order to correct problems, avoid fraud, meet requests from the Partner Establishment and any other purpose necessary to preserve the integrity of the Platform and Users;
(iv) Set prices and commissions for offering certain features and/or services, even if initially offered free of charge, upon prior communication by means of the email address informed by the Partner Establishment or notice on the Platform itself, being the use of these, after such notice, considered as agreement of the Partner Establishment with such prices.
- Intellectual Property Rights:
16.6. It is expressly forbidden for the Partner Establishment, by itself, its partners, employees, collaborators and representatives:
(i) Transmit, disseminate, reproduce, copy or exploit, with commercial intent or not, the content of the Platform, in part or in whole;
(ii) Use data mining device and/or having similar functionality to collect and/or extract data from the Platform;
(iii) Manipulate or display the Platform and/or its respective content using framing or similar navigation technology;
(iv) Reverse engineering the Platform; and/or
(v) Create works derived from the Platform, its source codes or other contents and databases.
16.7. Should the Partner Establishment develop a new module or product characterising a copy, in whole or in part, whether of the database or of the software, this shall be deemed to be part of the software used on the Platform, its ownership being therefore incorporated by OC and its use subject to these contractual clauses, without any remuneration being owed by OC and the Partner Establishment, by itself, its partners, employees, collaborators and representatives, being barred from using, marketing or otherwise exploiting said module or product.
16.8. The use of the expression « OlaClick » as a brand, business name or domain name, as well as the content of the screens relating to the Platform, as well as the programs, databases, networks and files, are, and shall remain, the exclusive property of OC, and are protected by international laws and treaties on copyright, trademarks, patents, utility models, inventions, industrial designs and other intellectual property rights. The misuse and total or partial reproduction of the aforementioned contents are prohibited, unless expressly authorized in advance by OC.
16.9.2 In the event that the Partner Establishment sells its own branded products, the Partner Establishment guarantees to be the sole owner of said brand.
16.9.3. The Partner Establishment agrees to hold OC harmless from any claim, dispute, demand, penalty and/or situation that may arise in relation to the trademark displayed and/or related to the OlaClick Platform by any third party or any competent authority.
16.10. By posting any type of content on the Platform, the Partner Establishment (i) grants a free, worldwide, unlimited license, for the duration of the relationship with OC or for as long as the account is maintained, to the content of the Partner Establishment, (ii) guarantees that the content posted (including images of the products offered) is of its own authorship and/or that it possesses all the rights necessary to use and license such content to OC, (iii) guarantees that the content published on the Platform does not violate any rights or intellectual property rights of third parties, and (iv) shall be fully liable for any damages or losses of any nature whatsoever arising from the breach of such obligations and guarantees.
16.11. The Partner Establishment is aware and agrees that all content sent to OC or the Platform (including ratings, feedback, testimonials, suggestions, complaints, ideas, information, comments, contacts and interactions by any means with OC or with other Users via the Platform) shall automatically become the property of OC, which shall be the sole and exclusive owner of the intellectual property rights over such content. In the event that the assignment of the intellectual property rights over the content created by the Partner Establishment and shared with OC or other Users through the Platform is prohibited by applicable laws, the Partner Establishment hereby grants OC an exclusive, global, free, unlimited, non-revocable and valid for the entire period of legal protection, license to use and exploit the content, as it sees fit and at its sole discretion.
- Limitation of Liability:
17.1. GENERALLY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, OC DISCLAIMS ALL WARRANTIES AND/OR LIABILITIES, EXPRESS OR IMPLIED, ARISING
OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.
17.2. THE PARTNER’S USE OF THE PLATFORM IS AT ITS SOLE RISK AND LIABILITY AND THE PLATFORM IS PROVIDED AS IS. OC THEREFORE DOES NOT WARRANT
(i) THE ACCESS TO THE PLATFORM, ITS CONTENT AND/OR ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE;
(ii) THE PLATFORM AND SERVICES WILL MEET THE PARTNER ESTABLISHMENT’S NEEDS AND EXPECTATIONS;
(iii) THE PLATFORM WILL FUNCTION IN A SEAMLESS AND SECURE MANNER;
(iv) THE CONTENT AVAILABLE OR GENERATED ON THE PLATFORM WILL BE
ACCURATE OR FULLY RELIABLE; AND/OR
(v) ANY ERRORS IN THE CONTENT OR ON THE PLATFORMS WILL BE EFFECTIVELY CORRECTED.
17.3. In addition to the above provisions, OC shall not be liable under any circumstances, even if jointly or severally:
(i) By unauthorised third party access to the Partner Establishment account on the Platform, including if there is access to Personal Data;
(ii) For acts committed by other Users or by a third party using the login and password of other Users, whatever the hypothesis by which such third party had access to such information;
(iii) By acts of the Clients, including any defaults, order cancellations, or other acts which generate losses or costs to the Partner Establishment;
(iv) For any losses incurred by the Partner Establishment, including lost profits, due to the unavailability or instability of the Platform, suspension of access to the Partner Establishment’s account, unavailability of the Partner Establishment’s Digital Menu to Clients, failures in the computer system or the Platform’s servers or its connectivity with the internet in general, the Partner Establishment must maintain, at its expense, telecommunications line, internet access, communication software, email address and other resources necessary for communication with OC;
(v) By situations of Act of God or Force Majeure, under the terms of the applicable law;
(vi) For damage caused by programs harmful to the Platform, such as, but not limited to, viruses, trojans and hackers, malware and ransomware;
(vii) Direct or indirect damages, loss of profits, losses or expenses, as a result of the use or performance of the Platform, the unavailability or instability of the Platform, the suspension of access to the Partner Establishment’s account or the unavailability of the Partner Establishment’s Digital Menu to Clients;
(viii) Damages or losses arising from the delay or inability to use the Platform;
(ix) Loss or inadequate use of information sent through the Platform; and/or
(x) Damage resulting from reliance by the Partner Establishment on any information provided by other Users.
17.4. OC does not warrant that the functions contained in the Platform will meet the Partner Establishment’s needs, that the operation of the Platform will be uninterrupted or error-free, that any functionality will continue to be available, or that the Platform will be compatible with or function with any third party software, applications or services.
17.5. FURTHERMORE, OC DOES NOT WARRANT, ENDORSE OR ASSUME ANY RESPONSIBILITY FOR INFORMATION PROVIDED BY OTHER USERS OR PARTNERS OR THIRD PARTIES THROUGH THE PLATFORM OR HAVE ANY INVOLVEMENT IN THE RELATIONSHIP BETWEEN THE PARTNER AND THE CLIENTS. THE PARTNER ACKNOWLEDGES AND AGREES THAT OC HAS NO RESPONSIBILITY FOR
MONITORING TRANSACTIONS OR COMMUNICATIONS WITH OTHER USERS OR THIRD PARTIES. USERS ARE SOLELY RESPONSIBLE FOR ALL COMMUNICATIONS, TRANSACTIONS, EMPLOYMENT AND INTERACTIONS THAT THEY HAVE WITH OTHER INDIVIDUALS OR ENTITIES THROUGH OC PLATFORM. NOTWITHSTANDING THE FOREGOING OC RESERVES THE RIGHT TO REMOVE IN ITS SOLE DISCRETION, FOR ANY REASON AND WITHOUT PRIOR NOTICE, ANY MESSAGES, INFORMATION, DOCUMENTS AND/OR CONTENT IF THERE IS ANY SUSPICION OR EVIDENCE OF FRAUD OR ATTEMPTED WRONGDOING ON THE SITE.
- Term and Termination:
18.4. During the notice period, in the event of termination without cause by the Partner Establishment, the obligations of the Parties will remain in force, especially with regard to the performance of the Partner Establishment on the Platform relating to the offer, marketing and supply of products and services available in its Digital Menu.
- Independence of the Parties:
- Act of God or force majeure :
- Applicable Law and Forum:
- Personal data protection:
24.1. The Partner Establishment acknowledges that it may have access to Personal Data sent by OC. The use, production, reproduction, transmission, distribution, processing, storage,
The use of Personal Data for any purposes that have not been expressly authorized by the Clients and/or OC is prohibited.
24.3 The Parties shall ensure:
(ii) Processing in compliance with the Personal Data Legislation; and
- General provisions:
25.4 Responsibility for the products displayed: The Partner Establishment declares and acknowledges that OC is not the owner, offeror and/or possessor of the products displayed through its Digital Menu. The Partner Establishment declares and agrees to be solely responsible for the products displayed through its Digital Menu. Likewise, it declares that the products and/or services offered are lawful under applicable law and do not violate any legal rule or are considered an infraction, violation or crime under applicable law. OC does not guarantee the veracity of the information included by the Partner Establishment in its Digital Menu, and, therefore, the Partner Establishment shall hold OC harmless from any loss and/or damage generated to Clients, other Users or third parties in connection with the publication and/or distribution of such information.
25.5. Modifications to the OlaClick Platform: The Partner Establishment represents and agrees that at any time and without notice, OC may modify the design, look and feel and artwork of the OlaClick Platform.
25.6. Availability, security and stability: OC does not guarantee the availability or uptime of the OlaClick Platform. In the event of instability or major technical inconveniences of the Platform, OC shall have no liability to the Partner Establishment, but shall make every effort to stabilize its operation.
25.7. Support and communication channel: The Partner Establishment may communicate with OC through the following communication channels: (i) email [email@example.com] or (ii) by the support button on the OlaClick Platform dashboard.
25.8 Source of Funds and Terrorist Financing Declaration: The Partner Establishment declares that its revenue is derived from lawful activities, which are not included in the money laundering and terrorist financing control lists, managed by any national or foreign authority, and that it is consequently obliged to answer for all damages it may cause as a result of this declaration. Accordingly, OC may deprive the Partner Establishment from using the OlaClick Platform if the Partner Establishment is included in the U.S. Office of Foreign Assets Control (OFAC) list issued by the U.S. Treasury Department, the United Nations list and other public lists related to money laundering and terrorist financing.
25.9. Business ethics and anti-corruption: The Partner Establishment undertakes to implement internal control mechanisms in order to prevent the occurrence of acts of corruption in its dealings. In accordance with the foregoing, the Partner Establishment must not receive or offer, directly or indirectly, by itself or through its partners, employees, administrators or subordinates:
(i) sums of money,
(ii) any object of pecuniary value or
(iii) any other benefit or utility, in exchange for:
(iii) or delaying, any act in connection with the performance of its duties.
25.10. Safety and hygiene: The Partner Establishment acknowledges that it is entirely responsible for the quality, hygiene, preparation and safety of the ingredients used in the preparation of the products it sells through the Platform. Accordingly, the Partner Establishment agrees to comply with all applicable food safety regulations and protocols, including those related to preventing Covid-19 or any other similar situation. OC shall not be liable in any degree for any violation by the Partner Establishment of the above criteria.
25.11. Restricted Sales: The Partner Establishment acknowledges that it has the authorisations and licenses from the competent authorities for the offer and sale of alcoholic beverages, if offered. Similarly, Partner-Establishment undertakes to comply with regulations regarding zoning restrictions on sales, hours and any other type of limitations applicable to the marketing of these products, especially the prohibition on the sale of alcoholic beverages to persons under the minimum legal age.
- Communication with OC:
26.2. By using the Platform or sending us emails or other communications from any electronic device, the Partner Establishment is communicating with us electronically.
THE PARTNER ESTABLISHMENT AUTHORISES US TO SEND ELECTRONIC COMMUNICATIONS BY VARIOUS MEANS, SUCH AS E-MAIL, TEXT MESSAGING, PUSH MESSAGES OR APPLICATION-BASED INFORMATION. THE PARTNER ESTABLISHMENT CONSENTS TO AND AUTHORIZES THE SENDING/RECEIVING OF ANY CONTACTS, NOTIFICATIONS, MESSAGES, DISCLOSURES AND OTHER COMMUNICATIONS DELIVERED ELECTRONICALLY BY THE APPLICATION OR PARTNERS COMPRISING THE PLATFORM.