Marketer’s Terms and Conditions for Marketing
These are the terms, conditions and understandings (the "T&C") for the provisions of the Connecting Activity (as defined hereunder) by you (hereinafter: the "Marketer") to Easysafe (C.D.) Ltd., with its office at 5 Hayetsira Street, Raanana, 43663, Israel (hereinafter: the "Company") (each a "Party" and together the "Parties").
WHEREAS: Company is a provider of, inter alia, the E-Z-Safe system service (hereinafter: the "Service") as provided on www.e-z-safe.com (hereinafter: the "Site"); and
WHEREAS: Marketer wishes to connect potential clients to Company for the provision of Services by Company to such clients (hereinafter: the "Connecting Activity"); and
WHEREAS: Company and Marketer wish to define the terms and conditions under which Marketer will perform its obligations subject to and in accordance with the provisions of these T&C.
It is therefore declared, stipulated and agreed between the parties as follows:
1. Marketer's Representations and Obligations
Marketer represents, warrants and obligates as follows:
1.1. It read and examined these T&C and received from Company any and all information, which is required for its performance under these T&C, and understood all of its obligations and liabilities attributed to him and all of Company's demands, terms, details, criteria, needs and requests, all in accordance with these T&C.
1.2. There are no legal or other barriers to its entering into these T&C and to the performance of its commitments and/or obligations hereunder.
1.3. Throughout the Term (as defined hereunder), Marketer shall promote Company's Service to potential clients. The introduction of Company and/or the Services to potential clients shall all be performed by Marketer in the manner instructed by Company.
1.4. It shall not create any obligation and/or commitment on behalf of Company towards any potential client and/or Client (as defined hereunder), including, but not limited to, any collection of payments from Clients on behalf of Company, and/or any third party, indicating that he does have any authority to act on behalf of Company or to obligate or bind Company in any way whatsoever.
2. The Scope of these T&C
2.2. In the event that Company wishes to be contracted with Marketer in accordance with the provisions of these T&C, Company and/or Company's administrator shall notify Marketer by email that Company agrees to allow Marketer to promote the Service provided by Company to potential clients (hereinafter: the "Effective Date").
2.3. For the purpose of performing the Connecting Activity by Marketer, Company shall provide Marketer with its own designated website (hereinafter: the "Marketing Site"), which will allow Marketer to include to its Marketing Site any data, information, photos, text, graphics, music, sounds, images, Marketer's logo and other materials (hereinafter: the "Marketer's Advertisement") in addition to Company's logo and Service.
2.4. Marketer agrees that it shall use the Marketing Site and the Site only in a manner that complies with all applicable laws in the jurisdictions in which it uses the Marketing Site and/or Site, as relevant, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. Except as specifically authorized herein, Marketer may not: (i) modify, translate, distribute or create derivative works of the Marketing Site and/or Site; (ii) copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works, transmit, or in any way exploit any part of the Marketing Site and/or Site, except any use with respect to the Connecting Activity, in accordance with the provisions of these T&C; (iii) decompile, reverse engineer, disassemble, or otherwise reduce the code used in any software on the Marketing Site and/or Site into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software.
2.5. Marketer agrees that any information or other material that it shall upload, post, transmit or otherwise make available through its use of the Marketing Site: (a) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) shall not violate any law, statute, ordinance or regulation; (c) shall not be intentionally malicious or derogatory toward any person; (d) shall not be harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, or contain pornography or racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense; or (e) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
2.6. Company shall be entitled to remove any and all of Marketer's Advertisement from the Marketing Site, at any time and for any reason at its sole discretion, and Marketer shall not have any claim and/or demand, of any kind, against Company in this respect.
2.7. Without derogating from the generality of the foregoing, it is hereby clarified that Marketer is the sole liable and responsible for the content of any of information and/or other material it shall upload, post, transmit or otherwise make available through its use of the Marketing Site and any damage and/or claim which shall arise as a result of the use of, or inability to use, the Marketing Site and/or the said information and/or materials shall be borne solely by Marketer.
2.8. The Connecting Activity performed by Marketer shall be provided on a non-exclusive basis. For the avoidance of doubt, Company shall be entitled, at any time and at Company’s sole discretion, to engage with any third party for such party to provide Company with services similar to the Services.
2.9. Marketer acknowledges that the prices of which Company shall require from the Client, for providing the Services, shall be determined solely and exclusively by Company, at Company's sole discretion.
2.10. Subject to the performing of the Connecting Activity by Marketer throughout the Term (as defined hereunder), Company shall provide Marketer, via the Marketing Site with access to information with respect to the Clients it provided the Company with, including, the number of Clients, the type of service such Clients receive from Company and the sum of Commission (as defined hereunder) Marketer is entitled to by Company for the Connecting Activity.
3.1. Throughout the Term of these T&C and no later than the Termination Date (as defined hereunder), as a result of Marketer's Connecting Activity, with respect to each final, binding and unconditional engagement achieved between Company and a potential client connected to it by Marketer (such potential client hereinafter referred to as "Client" once said engagement is achieved), pursuant to which the Client purchases Company's services during the Term of these T&C, Marketer shall be entitled to receive from Company a commission equal to Forty percent (40%) of Company's actual net revenue received from Client, with respect to the provisions of Services by Company, in the same payment terms agreed with the Client (the "Commission"), provided however that at the time of signup of a potential client (provided by Marketer to Company) such client is not already engaged with the Company for the provisions of the Services.
3.2. Notwithstanding anything to the contrary, it is hereby clarified that, Company shall be entitled, at its sole discretion and for any reason whatsoever without having to explain to Marketer, to refrain from entering into any business engagement for the provision of the Services with any potential client introduced to it by Marketer, and Marketer shall not be entitled to any payment and/or consideration, of any kind whatsoever, with respect to such potential client, nor shall it have any claim and/or demand, of any kind, against Company in this respect.
3.3. The Commission specified in these T&C is the sole, final and exhaustive consideration to which Marketer shall be entitled to pursuant to these T&C and it includes, inter alia, all costs and expenses, of all kinds whatsoever, that Marketer shall incur in connection with any of its obligations pursuant hereto, except such costs and expenses that Company shall authorize Marketer to incur and agree to reimburse it for – all in advance and in writing.
3.4. All payments to Marketer pursuant to these T&C shall be made in USD.
3.5. All the sums and amounts to which Marketer may be entitled to, as mentioned in these T&C, include all taxes and levies of any kind whatsoever, which are or may be imposed in connection therewith.
4. Term and Termination
4.1. These T&C shall become effective upon the Effective Date and shall be in effect for a period of twelve (12) months commencing on the Effective Date (the "Initial Term"). The Initial Term will automatically extend for additional, successive twelve (12) month terms (hereinafter: the "Extended Term"; the Initial Term together with the Extended Term shall be referred to in these T&C – the "Term"), unless either Party notifies the other Party, in writing, thirty (30) days prior to the termination date, as detailed in such notice of termination (hereinafter: the "Termination Date").
4.2. In the event that these T&C shall be terminated and the Term of these T&C shall be terminated, in accordance with the provisions of section 4.1 above, Marketer shall not be entitled to any Commission following such Termination Date.
4.3. With respect to the said termination, nothing shall derogate from any other remedy of which Company is entitled to in accordance with these T&C and/or by law.
Marketer is an independent contractor, and nothing in these T&C shall be deemed to constitute neither a relationship of partners, joint ventures, or of principal and agent, franchiser and franchisee, employer and employee or of any association or relationship between the Parties.
Marketer agrees that:
6.1. Any information disclosed to Marketer by Company pursuant to these T&C or which otherwise comes into Marketer's knowledge with relation to these T&C, whether commercial, financial, technical or other, including, without limitation, Client lists, trade secrets, products and services ("Confidential Information"), shall be deemed the property of Company, and shall be returned to Company upon request or upon termination of these T&C - whichever is earlier. The Confidential Information shall be held in confidence by Marketer and may be used only for the purpose of providing the Connecting Activity pursuant to these T&C.
6.2. The provisions of this section 6 shall survive the termination of these T&C.
7.1. The terms and conditions stipulated herein do not create any right or benefit enforceable by any person or entity not a Party to these T&C.
7.2. The terms and conditions is governed by and shall be construed in accordance with Israeli law, and the parties hereby submit to the exclusive jurisdiction of the competent Israeli courts in Tel-Aviv.
7.3. These T&C constitutes the entire understandings between Marketer and Company, relating to the matters contained herein, and supersedes and cancels all prior terms, conditions and representations, whether written or oral.
7.4. No variation of these T&C shall be valid unless done in writing and signed by both Marketer and Company.
7.5. Any notice given under these T&C shall be deemed to have been received: immediately - if delivered by hand, or within five (5) business days - if sent by registered mail, or on the next business day - if sent by email or facsimile and there is an automated confirmation of successful transmission.