Shalem Platform Inc. (“Shalem“, “we“, “us“, “our“) operates an online payment plan platform (“Platform“) enabling retailers, merchants, sellers of goods or services (“Retailer”), to offer their customers, buyers, and shoppers (“Buyer”) installment sales. 

This platform agreement together with the ordering form, the e-signature agreement, and the Privacy Policy (collectively the “Agreement“) which govern the Retailer’s access to the Platform and use of the Service (as defined below). These Terms constitute a binding agreement between Shalem and the Retailer.

1. Acceptance 

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING THE PLATFORM, USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS, THE E-SIGN AGREEMENT AND CONSENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU HEREBY UNDERTAKE YOU ARE AUTHORIZED TO DO SO. YOU SHOULD RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

2. Amendments 

Shalem may make changes to this Platform, the Services and the Agreement, provided, however, that such changes will not impose additional obligations on the Retailer unless Retailer has agreed in advance. Shalem will inform the Retailer via email or through the Retailer Account, 30-days in advance, of any material changes made to the Platform, the Services or the Agreement, as applicable. BY USING THE SERVICES AND PLATFORM FOLLOWING SUCH NOTICE OR CHANGE WILL BE DEEMED ACCEPTANCE OF ANY CHANGES. 

3. Account and Eligibility  

In order to register and create an account (“Account”) the Retailer needs to be an established US based entity (and in certain states, obtain a registration or license); the Service are not meant to be used by individuals for personal use. During the registration, the Retailer will provide Shalem all needed information such as contact information, billing address, type of products or services sold, number of stores, branches, as applicable, and any other information needed for Shalem to conduct a “know your business” (“KYB”) process and approve the Retailer. The Retailer will provide financial information to which the payment will be made. Any information provided is subject to the Privacy Policy. In addition, following the registration, the Retailer will be assigned with a number of authorizations that provide its store sellers with access to the Platform based on user name and credentials assigned to it. Each seller will have its own access to the Platform, the Retailer is the admin in the Account. The Retailer and sellers are solely responsible for the information provided, its accuracy and keeping the credentials confidential and secure and notifying Shalem upon becoming aware of any suspicious activity conducted through the Account at: security@shalemplatform.com.. Failure to do so shall constitute a breach of the Agreement, which may result in immediate termination of the Retailer Account. The Retailer or seller may not (i) select or use a name of another person with the intent to impersonate that person; or (ii) use as a name subject to any rights of a person other than itself without appropriate authorization. Shalem reserves the right to refuse registration of or deny access in its sole discretion. Shalem reserves the right to reassess the Retailer’s eligibility for use of any of the Services from time to time. This may include obtaining updated business information or financial records as reasonably required to evaluate the Retailer’s eligibility.

4. Service Overview 

Shalem Platform provides Retailers a technology, cloud-based, solution for installment payments and to enter into a Retailer Installment Sale Contract, as defined under applicable state and federal laws (“Installment Agreement”) with the applicable Buyer. The Installment Agreement, will govern the payment plan chosen by the Retailer and Buyer, Shalem solely provides the technology and the suggested plans, however, the Retailer has the sole discretion to chose the installments and payments. The installment payments are processed by Payment Processor, as detailed and defined below. The payment plans are based on the Buyer’s profile, including age, occupation, income, credit report and Shalem’s tier assessment, however also subject to other criteria such as location, applicable laws and regulation limitations, past transactions and shopping history. The criteria differ between Retailers and is subject to their sole discretion, Shalem provides the profile information and merely suggests several payment plans following such tier.  The Retailer, in its sole discretion can set up the payment plan for different products and Buyers based on the information provided by the Platform (“Services”). The Services are not lending services, the Installment Agreement is subject to state and federal RISA and TILA regulations, and is not subject to any Usuary policies and regulations. No interests are to be added. Any financial amounts and fees due or payable on the payment plans or other obligations shall not exceed the maximum rate allowed by applicable RISA regulations.  

5. License to Access and Use 

Subject to the terms of the Agreement, Shalem hereby grants Retailer a limited, non-exclusive, non-transferable, revocable license to access the Platform and use the Services during the Term. The Retailer acknowledges that Shalem may change, deprecate or republish patches and updates for the Services or feature(s) of the Services or Platform from time to time. The Retailer will not, and will not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or Services; modify, translate, or create derivative works based on the Platform or Services; use the Platform or Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. The use of the Platform does not grant any right of ownership over any aspect of the Platform or over any of Shalem’s intellectual property rights, including but not limited to, patents, copyrights, trademarks, trade secrets, and other intellectual property rights. Shalem retains all ownership rights, title and interest throughout the world in and to all aspects of the Platform and the intellectual property rights. The Retailer may not challenge Shalem’s ownership of and to the Platform, Service or any intellectual property rights associated therein. The Retailer’s right to use the Platform and Services is limited to the usage rights expressly granted by Shalem, and such right is specifically restricted to the Services. Retailer may not share, transfer or sell the rights to use of the Platform or Services with anyone or assist a third party in using the Platform in any way. In addition to the aforesaid, the Retailer shall not: (i) violate any local, state, or federal laws or regulations, or any policies that are posted on the Service and Platform; (ii) infringe any third-party rights, including without limitations intellectual property rights, privacy rights, publicity rights, or other rights; (iii) circumvent or manipulate the fee structure, the billing process, or otherwise the Platform or Services, including by access or use another seller or Retailer account without their express consent; (iv) distribute viruses, harmful code, phishing scams, or any other content or technologies, or otherwise take any other actions that do or are intended to harm Shalem, the Platform, the Services, any third party, or their interests or property (including their intellectual property rights, privacy rights, and publicity rights); (vi) use any robot, spider, scraper, or other automated means to access the Services or interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair any device, software system, or network connected to or used in relation to the Services, Platform or Account; or interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services.

6. Buyer Consents and Requirements 

Shalem will provide the Buyer user interface and onboarding sale journey (“Sale UI”), in no circumstance does this suggest that Shalem is entering into, or responsible for, the Installment Agreement with the Buyer and it should be made clear to the Buyer that Shalem is only operating the technology gateway platform to facilitate the payment by way of installment. For each payment plan, the Retailer must ensure that the Buyer accepts and approves all required forms, during the Sale UI including, the E-Signature agreement, the Installment Agreement, the Truth in Lending Disclosure, the payment authorization, the consent to make a soft call to the card bureau (collectively the “Buyer Forms”). By accepting and approving the Buyer Forms, the Buyer consents to the amount, the number and schedule of installments, the amount captured in each installment, and any other terms set forth therein including the payment of financial amounts and payment plan fees, if applicable. The Retailer has no right to amend, vary or supplement the terms of the Buyer Forms, without prior written consent from Shalem, and shall be in addition to Retailer’s own standard trading terms for the supply of goods or services, shipment, returns and refunds. The Buyer Forms are contracts entered into between the Retailer and the Buyer, the Retailer is solely responsible for fulfilling any and all obligations of such Buyer Forms, and shall comply with all applicable laws governing such Buyer Forms and the Services provided by Shalem. Shalem is not a party to the Buyer Forms, except were required on behalf of the Retailer, and disclaims all responsibility for Retailer’s or Buyer’s compliance with the Buyer Forms.

7. Agent and Authorization 

For purposes of providing the Service and processing the payments, the Retailer hereby appoints Shalem as its authorized agent and grants Shalem authority to undertake the following actions on behalf of Merchant (“Authority”): (i) create an account with third-party payment processors which process the installments, as may be added and removed from time to time (“Payment Processor”), for the purpose of accepting, processing and settling payments and installments on behalf of the Retailer and providing payment services to Retailer (“Connected Account”); (ii) manage the Connected Account, take actions needed to provide the Services, on behalf of the Retailer as may be required; (iii) share with the Payment Processor any personal information, confidential information and transaction information as may be requested by Payment Processor from time to time; (iv) instructing Payment Processor to deduct Shalem’s fees, as detailed below; and receive or transmit remaining balance to the Connected Account; (v) provide the Payment Processor with the Retailer bank account details, for the purpose of initiate ACH entries to Retailer Bank Account for the purpose of crediting payment settlement amounts and other amounts due to Retailer and debiting amounts owed by Retailer (if applicable), including fees, chargebacks, refunds, fines or penalties, in each case in connection with the use of the Platform, Services and Payment Processor services; (vi) add or remove Payment Processors; and (vii) execute any information, documentation, in order to effect the Authority, if needed, as Retailer’s attorney-in-fact. Shalem will be authorized to act as the Retailer’s agent solely for the purpose of providing the Services outlined in these Terms or, and to the extent applicable in order to collect an unpaid payment by using a collector. The appointment will end if this Agreement is terminated. 

8. Payment Processor Agreements and Terms 

The initial Payment Processors shall be First Data Merchant Services LLC, (“CardConnect”) and Stripe Inc. (“Stripe”) and the Retailer is subject to such Payment Processor terms and conditions, privacy policies, card network rules, and agreements (“Payment Processor Agreement(s)”). Retailer understands and agrees that Shalem is not a party to any Payment Processor Agreement, however, as part of the Services, Shalem manages the activity and transaction through the Connected Account on behalf of the Retailer, therefore both parties must undertake necessary steps to ensure that they understand the terms and conditions of the Payment Processor Agreement, and comply with such terms and conditions, as may be modified by the Payment Processor from time to time. 

9. Fees and Payments 

Payment Fees: The Retailer shall pay Shalem a fixed fee per each Executed Payment Plan, for the purpose of this Agreement the “Executed Payment Plan” shall mean a payment plan that was accepted by the Buyer and the Buyer authorized and accepted the Buyer Forms through the Platform (“Fixed Fee”). In addition, the Retailer shall pay a fixed percentage of each installment transaction (“Installment Fee”). The Fixed Fee and the Installment Fee shall be collectively referred to as “Service Fees”. Value added tax or any similar taxes required by law in connection with the Services shall be in addition to the Service Fees. The Retailer authorizes Shalem or the Payment Processors to make regularly scheduled charges from Connected Account or the Retailer Bank Account, as set forth above, for all Service Fees and other amounts owed to Shalem under this Agreement. Service Fees will be payable monthly in arrears, subject to rights of setoff contained herein, including in connection with chargebacks and refunds (as set forth below). Retailer acknowledges that Shalem may not provide prior notice of each Fee unless required by law. Notwithstanding the foregoing, Shalem reserves the right, in its sole discretion, to suspend or cancel the Service if any Service Fees remain unpaid for more than ten (10) business days after the payment due date. Shalem will notify the Retailer 30-days in advance regarding any change to the Service Fees by direct notification sent to the email address provided or through the Retailer Account. Any change to the Service Fees can occur due to Payment Processor change of fees or in the event the Buyer and refunded the entire payment prior to the payment plan completion. The Service Fees are non-refundable, in the event the Buyer dispute a payment processed by Shalem or Payment Processor, as applicable, the Retailer shall reimburse Shalem for any fees subsequently charged as a result. Non-Payment Fees: The Service further includes non-payment fees, such as, but not limited to, fees that apply to each payment plan check, including fees for conducting credit checks and assessing the Buyer’s tier. Such fees shall be fixed fees and in addition to the Service Fees (“Assessment Fees”). Shalem reserves the right to set off a minimum amount for Assessment Fees or require the Retailer to purchase pre-paid assessment packages.  Promotions: Free trials or free transaction checks may be provided following a promotion, temporary discounts may be offered as well, however following the term of such promotion, the Retailer will be charged any and all applicable fees, with or without notice. Taxes: The Retailer shall bear and be responsible for all taxes, government fees and fines. All payment obligations under this Agreement are required without deduction of any taxes. The Retailer shall comply with all applicable tax laws and regulations, and agrees to indemnify Shalem for any taxes and related costs paid or payable by Shalem attributable to taxes that would have been Retailer’s responsibility. 

10. Chargebacks 

Shalem does not guarantee actual payment, and the full payment, or any single instalment, may be returned or charged back, like any other payment card transaction. In the event of a chargeback, the Platform will be able to automatically generate a response on your behalf to the Payment Processor and assist the Retailer in resolving the dispute. Notwithstanding anything herein, the Retailer, and solely the Retailer shall be liable for any chargeback initiated by the Buyer and shall indemnify and hold Shalem harmless for any damage, loss, cost or liability relating to, or resulting from, any such chargeback. Chargebacks occurred due to fraud may cause cancellation of any future installments and payments as well, without liability to Shalem. The Service Fees and Assessment Fees paid will not be reimbursed upon a grant of refund or chargeback.

11. Shalem Representations, Warranties and Obligations

Shalem represents and warrant that: (i) the Services will substantially conform to all applicable laws and regulations and will be provided in a timely and commercially reasonable manner and in accordance with the Agreement and applicable technical documentation; (ii) the Platform does not and will not knowingly infringe intellectual property rights; and (iii) it will make best efforts to correct any errors and provide support according to the service level agreement (“SLA”). EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH HEREIN, THE SERVICES AND PLATFORM ARE PROVIDED “AS-IS”, AND SHALEM HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.  Shalem does not make any warranty as to the results that may be obtained from use of the Services or Platform or that the Services or Platform are free of errors or malicious code, and specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, quality, suitability, and non-infringement. 

12. Retailer Representations, Warranties and Obligations 

Retailer Represents and Warrants: (i) the information provided is truthful, accurate, current, and complete, and shall provide Shalem with complete and accurate information regarding the Retailer, Retailer’s business and the Retailer Bank Account as and to the extent Shalem may request from time to time; (ii) that Retailer must, at or before transacting with a Buyer, prominently inform the Buyer of the: Retailer identity (including prominently displaying its registered legal name and any trading name on the Retailer’s website) and address of its principal  place of business; the terms and conditions of sale including the Retailer’s delivery policy and returns and cancellation policies (which policies shall at all times comply with applicable law including the Card Rulers); the date on, and currency in which, any charges will commence; the dispute and complaints policy and procedure, customer service email and telephone contact details; and display a privacy policy; (iii) is engages in a lawful business and is licensed to conduct its business under the laws of all jurisdictions, if applicable, and will ensure not to sell goods or services to a Buyer that is subject to sanctions or are considered illegal or impermissible subject to applicable laws and card network regulations, and advise Shalem immediately from becoming aware of any Buyer that becomes subject to sanctions; (iv) the use of the Services is subject to the by-laws, operating regulations, terms and conditions, rules, guidelines, policies and procedures of any card association or payment network used to process any payment, or applicable to any payment method used to make any payment, through the Platform and Services, as any or all of the foregoing may be amended and in effect from time to time; (v) it is fully responsible for managing and resolving disputes with Buyers arising from the sale of goods or services. Retailer shall: (i) maintain all books and records required by the Payment Processor, in accordance with the Card Network Rules or by law or regulatory bodies, and by Shalem, as requested from time to time; (ii) 

13. Term and Termination 

The Agreement becomes effective upon the first use of the Platform and remains in effect until terminated by either party (“Term”). Both parties may terminate the Agreement and cease the use of the Platform or Services, by providing the other party with thirty (30) days’ prior written (Retailer shall send notice to: contact@shalemplatform.com and Shalem will use the email address provided during the onboarding). Further, Shalem may terminate the Agreement upon any of the following: (i) upon ten (10) days’ prior written notice, if there is or may reasonably be an increase in risk factors associated with the Retailer Account; or (iii) immediately, if the Retailer changes the basic nature of its business or does not comply with the terms of, or perform any of its obligations under this Agreement or the Card Networks or any regulations, including any statute, law, rules and regulations applicable, or (v) if the Retailer become, or are declared to be, subject to any bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors. Upon termination of this Agreement, the Retailer shall cease any use of the Service or Platform and any license granted herein shall immediately be revoked. Shalem will continue to facilitate processing of any remaining installments under existing payment plans which were approved prior to the termination date or the date in which the Account was deleted (“Existing Plan”), and the Retailer may not cancel any Existing Plan or transfer an Existing Plan to another vendor. The Retailer may close the Account at any time, however, closing the Account does not necessarily delete or remove the information Shalem processes and does not lawfully terminate this Agreement. The following sections shall survive termination: Section 14, 9, 16, 17, 18.

14. Confidentiality 

The term “Confidential Information” as used herein means any information in whatever form, whether or not marked as “Confidential” or “Proprietary”, which is or should be reasonably be considered confidential including, without limitation, the terms of this Agreement, and any information relating to processes, practices, products, customer lists, payment transactions processed hereunder, the accounts, finance or contractual arrangements or trade secrets of the other party. The receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, a receiving party may disclose Confidential Information to its insurers, regulators, pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method and in connection with enforcing its rights under law and equity.

15. Privacy and Security 

Shalem collects, retain, uses and shares information in accordance with the Privacy Policy and in compliance with applicable data protection laws and regulations. Each party agrees to maintain commercially reasonable administrative, technical, and physical procedures to protect Buyer’s information, including personal information and sensitive information and other non-public personal information from unauthorized access, accidental loss, modification, or breach. However, no security system is impenetrable and Shalem cannot guarantee that unauthorized parties will never be able to defeat our security measures. Retailer provides the Buyer’s data and other information to Shalem with the understanding that any security measures that Shalem provides may not be appropriate or adequate for Retailer’s business, and Retailer agrees to implement security controls that meet specific requirements. Shalem, in its sole discretion, may take any action, including suspension of Retailer Account, Connected Account or otherwise, to maintain the integrity and security of the Services, personal information, or otherwise to prevent harm to Retailer, its Buyers, or others. 

16. Limitation of Liability

In no event will either party or any of our respective affiliates, vendors, officers, directors, employees, contractors or agents be liable toward the other party for any indirect, incidental, consequential or special damages, including, without limitation, damages for lost revenue, lost profits (real or anticipated), lost business, lost data, injury to business reputation or cost of procurement of substitute services, whether in contract or in tort, including negligence or otherwise, regardless of whether such party has been advised of the possibility of such damages. Subject to any limitations under applicable, Shalem’s total aggregate liability, under or in relation to any warranty or condition implied by law, shall be limited to the aggregate sum total of Service Fees paid to Shalem by Retailer in connection with the access to the Services or Platform. The Retailer solely assume the risk associated with defaulted payment plans. Nothing in this Agreement limits or excludes either parties’ liability for fraud or fraudulent misrepresentation, or any liability that cannot be limited or excluded by applicable law. 

17. Indemnification

Except for losses resulting from Shalem’s misconduct, negligence, wilful violation of its applicable law, the Retailer shall indemnify, defend and hold Shalem and its affiliates, subsidiaries, and their respective officers, directors, and employees harmless from any losses, damages, claims, liabilities and expenses, including reasonable attorney’s fees, related to the use of the Platform or Services. 

18. Disputes

This Agreement will be governed by the laws of the State of New York, exclusive of its rules governing choice of law and conflict of laws.  Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by confidential, binding arbitration under the rules relating to commercial arbitration of the American Arbitration Association. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING HEREUNDER.

19. Miscellaneous

Assignability: This Agreement may not be assigned by either party without the advance written consent of the other party, which consent shall not be unreasonably withheld, except that either party may assign its interests in this Agreement to a parent corporation or affiliate now existing or hereinafter formed without advance written consent.  In addition, Shalem may assign, transfer or novate this Agreement (or any rights arising out of it) to any successor corporation in the event Shalem is acquired, or to any financier, lender, third party investor, third party purchaser of receivables or to any special purpose Shalem established by any of the foregoing at any time in its absolute discretion. Notices: Any notices sent in relation to this Agreement will be sent by email and effective upon delivery contact@shalemplatform.com. Waiver: if either party fails to enforce any provision of this Agreement, or to exercise any right or remedy under this Agreement or applicable law to which it is entitled, such failure will not be construed as a waiver of such party’s right to assert or rely upon any such provision, right or remedy. Any waiver by either party of a breach of any provision of this Agreement must be in writing, and no such waiver will be construed as a waiver of any other or subsequent breach of such provision or a waiver of the provision itself. Independent Contractor: Nothing contained herein will in any way constitute any association, partnership, agency, employment, debtor, creditor relationship, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties. Severability: If any provision of this Agreement or portion thereof is held to be unenforceable, this determination will not affect the remainder of this Agreement. Entire Agreement: This Agreement, sets forth the entire understanding between the parties and supersedes any other agreement or understanding concerning the subject matter of this Agreement.