SSC INTERNATIONAL LTD
VENDOR TERMS AND CONDITIONS
SSC International Ltd. (“SSC”) and the party engaging it (“you”) agree that the standard terms and conditions contained herein (this “Agreement”) shall govern all engagement letters (each, an “EL”, collectively, the “ELs”) which are mutually agreed by the parties, and shall supersede any and all other terms and conditions (including those contained in your EL) unless mutually agreed upon in writing by the parties. SSC and you are each referred to individually as a “Party” and collectively as the “Parties”.
1. Engagement and Services.
(a) **Engagement.** You hereby engage SSC to carry out the services set forth in Exhibit A/Engagement Letter attached hereto (the “Services”), and SSC hereby accepts such engagement. To such an end, you appoint SSC as its non-exclusive sales prospecting arm, so as to enable SSC to schedule calls with potential customers on your behalf.
(b) **Standard of Services.** All Services to be provided by SSC shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of a consultant with the background and experience that SSC has represented. Subject to any obligations it has toward any third parties and pursuant to the confidentiality undertakings herein, you will provide SSC with such access to your information, property, and personnel as may be reasonably required by SSC to carry out the Services.
(c) **Tools, Instruments, and Equipment.** SSC shall provide its own tools, instruments, equipment, and place of performing the Services unless otherwise agreed between the Parties. If requested by SSC, you will also provide it with a company email address for sales prospecting services.
(d) **Representation and Warranty.** SSC hereby represents and warrants that: (i) it is under no contractual, regulatory, legal, or other restrictions or obligations which are inconsistent with the execution of this Agreement or which will interfere with the performance of the Services; (ii) has the right to provide the Services without violating the rights of any third party; and (iii) the Services will be performed by individuals and SSC contractors with the requisite training, background, experience, technical knowledge, and skills to perform Services.
(e) **Marketing/Promotional Rights.** Notwithstanding anything to the contrary in this Agreement, SSC shall be entitled to display images of your logo in its marketing materials and collateral. Subject to the mutual agreement of the Parties, they shall publish joint press releases.
(f) **Compliance.** You represent, warrant, and covenant that the products and/or services for which SSC is rendering its Services comply (and will continue to comply) with all applicable laws and regulations in each of the territories and markets in which SSC is tasked or otherwise authorized with promoting them. Without limiting the generality of the foregoing, you agree to be responsible for the manner, methodologies, means, and technologies utilized by SSC to carry out its Services if the same is expressly stated on the corresponding EL or otherwise agreed upon by the Parties in writing (which includes email communications). You further acknowledge that SSC shall not be required to carry out its own review and analysis of the laws governing email delivery per country targeted nor the sale and use of your products and services. SSC does not assume responsibility for compliance with the laws and regulations applicable to the promotion of your products and services via email, or sale or use of your products/services. In addition, you shall be solely responsible for the accuracy, quality, and legality of information supplied to SSC regarding your products/services, as well as the legality of any leads and prospects.
(h) **Permission for Use of CHATGPT Technology in Email Personalization**
Authorization: By agreeing to these Terms and Conditions, the User expressly grants SSC Digital (hereinafter referred to as “The Company”) the right to utilize the CHATGPT technology or similar technologies for the purpose of crafting and personalizing emails sent to the User.
Quality Control and Privacy Assurance: While The Company maintains the right to conduct sporadic spot-checks of the personalized emails for quality control and to ensure the efficiency of the technology, it does not, by default, read, review, or store each individualized email generated through the CHATGPT technology. These checks are designed to uphold the standard and relevance of the communication but are not intended as a comprehensive review of each email. The User acknowledges and agrees that The Company shall not be held liable for any errors, omissions, or inaccuracies generated by the CHATGPT technology in the personalized emails.
(a) **Term.** This Agreement shall commence on the Effective Date of the applicable EL and shall remain in effect until terminated by either Party in accordance with the provisions of this Section 2 (the “Term”). The terms outlined in this terms of service supersede the terms in the engagement letter. SSC reserves the right to terminate at any time.
(b) **Termination for Convenience.** This Agreement may be terminated by either Party, without cause, and without liability, by giving thirty (30) calendar days prior written notice of such termination to the other Party. 30-days notice termination should be sent via email along with the payment for the last month as well as any outstanding payments. Once the payment(s) and the email are received, the 30 days period will begin.
(c) **Termination for Cause.** This Agreement may be terminated by either Party, by giving fifteen (15) calendar days written notice of such termination in the event of (i) any breach that a Party that is curable and has failed to cure within such fifteen (15) calendar days after receipt of written notice by the non-breaching Party, or (ii) the insolvency, liquidation or bankruptcy of the other Party; to the extent of a breach that is not curable, the non-breaching Party may terminate this Agreement immediately by providing written notice of such to the other Party.
(d) **Effects of Termination.** Upon the effective date of termination of this Agreement, all legal obligations, rights, and duties arising out of this Agreement shall terminate except for such legal obligations, rights, and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement. The
Confidentiality undertaking set forth in Section 4 shall survive termination of this Agreement indefinitely. So long as this Agreement is terminated for any reason other than the SSC’s breach pursuant to Section 2(c) hereof, you shall continue to pay to SSC the Success Fee in accordance with each corresponding EL.
(e) **Survival.** The following provision of this Agreement shall survive the termination of this Agreement: 1(f), 2, 3, 4, 5 (for a maximum period of two (2) years) and 6 and all other provisions of this Agreement that by their nature extend beyond the termination of this Agreement.
(f) **Pause.** You may choose to pause your campaigns for up to 3 months provided 30 days notice has been sent in writing. After receiving a 30 days notice, a pause fee of $500, will be charged monthly. All databases, unsubscribes, and reporting data will be maintained during this period.
3. Consultancy Fee and Expenses
(a) **Consultancy Fee.** In consideration of the Services rendered hereunder by the SSC, during the Term, you will pay SSC the consulting fees set forth in the corresponding EL(s) which may comprise a monthly retainer and/or a success fee (collectively, the “Consulting Fees”). Any pricing adjustments including additional campaigns/services or pricing increases will be sent in writing via email or post and honored immediately. Unless expressly set forth in a corresponding EL, payment to SSC will be due upon delivery of the Services described in the EL, and SSC makes no representations, warranties, or guarantees regarding customer engagement or any other targets, outcomes, or results deriving from such Services.
(b) **Expenses.** The SSC shall be entitled to reimbursement for all expenses approved in advance by you that are reasonably incurred in the performance of the Services. Reimbursements shall be paid on Net 15 day terms from SSC’s submission of receipts or other written substantiation for such expenses.
(i) Credit Approval: Clients with approved credit are on net 30-day terms from the invoice date.
(ii) Upfront Payment: Clients without credit approval require payment in full on or before the first (1st) day of each month in which we, SSC, are engaged to render Services.
(iii) Service Suspension: If payment is not received on time, SSC reserves the right to suspend the performance of its Services until payment is received. Notwithstanding such suspension, clients will continue to be billed for their agreed retainer during the suspension period.
(iv) Retainer Fee: All fees are retainer fees payable to SSC. It is explicitly understood that the billing for SSC’s services is not contingent on performance or success, and services rendered are not based on success outcomes unless otherwise outlined in the Engagement Letter.
(d) **Non-Circumvention.** You shall not do anything during the Term of this Agreement or thereafter, whether directly or indirectly, to obviate, circumvent or otherwise undertake measures to avoid having to pay any of the fees due and owing to the SSC hereunder.
5. Confidential Information.
(a) **Confidentiality.** Each Party (the “Receiving Party”) agrees not to use any of the Confidential Information of the other Party for any purpose, other than to enforce its rights and perform its obligations hereunder. Receiving Party shall safeguard, and avoid disclosure or use of the Confidential Information of the Disclosing Party as such Party employs with respect to its own Confidential Information of like importance which in no event shall be less than a reasonable standard of care. Without limitation of the foregoing, Receiving Party agrees during the term of this Agreement and thereafter to hold such Confidential Information in strict confidence, not to disclose it to third parties or to use it in any way, commercially or otherwise, except as otherwise expressly authorized by this Agreement. Receiving Party will limit the disclosure of the Confidential Information to its employees, consultants, affiliates, agents, and subcontractors, who have a “need to know” in order to perform its obligations under this Agreement and who: (i) have been advised of the confidential nature thereof, and (ii) are parties to written agreements no less restrictive than this Section 4 as to the non-disclosure and non-use of such Confidential Information; and remain liable for any breach of this Agreement by any such employees, consultants, affiliates, agents and subcontractors, as if the Receiving Party breached this Agreement. In the event either Party or any of its representatives receive a request by valid deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process to disclose any of the Confidential Information, such Party shall provide the other with prompt written notice of the existence, terms, and circumstances of such request so that a protective order or other appropriate remedies may be sought. In the event that such protective order or other remedy is not obtained prior to the date a Party is legally required to comply with such request, or that the other Party waives compliance with the provisions hereof, the Party receiving such protective order agrees to furnish only that portion of the Confidential Information which is legally required. For purposes of this Agreement, “Confidential Information”, whether written or oral, and in any form which such information is either marked as confidential or proprietary or which a reasonable person would understand to be confidential under the circumstances surrounding disclosure, shall include without limitation, research and development, manuals, reports, drawings, plans, flowcharts, software (in source or object code), program listings, data file printouts, processes, trade secrets, inventions, mask works, ideas, processes, formulas, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, information regarding plans for research and development, marketing and selling plans, business plans, new product plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, and information regarding the skills and compensation of employees or consultants of the relating to a Party’s business or technology.
**6. Indemnification; Limitation of Liability.**
**(a) Indemnification.** Each Party will indemnify the other Party, and its directors, officers, employees, and agents (each, an “Indemnitee”), and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses) arising in connection with any and all claims, demands, lawsuits, or investigations by a third party against an Indemnitee (a “Third-Party Claim”), to the extent caused by or arising out of: (a) any breach by the Indemnifying Party of this Agreement or applicable law, or (b) the gross negligence or willful misconduct on the part of the Indemnifying Party, its sub-licensees or consultants in performing any activity contemplated by this Agreement on behalf of the Indemnifying Party. The Indemnifying Party shall assume the defense of any Third-Party Claim subject to indemnification as provided for in this Section 5 by giving written notice to the Indemnitee(s) within thirty (30) days after the Indemnifying Party’s receipt of an indemnification claim notice. In order to receive indemnification hereunder, an Indemnitee must provide written notice of any Third-Party Claim, including all reasonable details, promptly following becoming aware of such or of any grounds for a Third-Party Claim. Upon assuming the defense of a Third-Party Claim, the Indemnifying Party shall select and appoint the lead legal counsel for the defense of the Third-Party Claim. Upon the assumption by the Indemnifying Party of the defense of a Third-Party Claim, the Indemnifying Party will not be liable to the applicable Indemnitee(s) or any other Indemnitee for any legal expenses subsequently incurred by such party(s) or other Indemnitee in connection with the analysis, defense or settlement of the Third-Party Claim; provided, however, that the Indemnitee shall have the right to participate in such defense with counsel of its choice at its own expense. The Indemnitee will, and will cause each other Indemnitee to, cooperate in the defense of such Third-Party Claim, at the Indemnifying Party’s expense, and will furnish such records, information, and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with the defense of such Third-Party Claim, all at the Indemnifying Party’s expense. No settlement shall be entered into by an Indemnifying Party without the applicable Indemnitee’s prior written consent, such consent not to be unreasonably withheld; unless such settlement includes a waiver of any claims against the Indemnitee and no obligation to make any payment. Indemnitee shall not make any admission or enter into any settlement without the Indemnifying Party’s prior written consent.
**(b) Exclusion of Special Damages.** Except for a breach of a Party’s confidentiality obligations hereunder or a Party, in no event shall either Party be liable for any indirect, special, punitive or consequential damages that the other Party may incur by reason of its having entered into or relied upon this agreement, regardless of the form of action in which such damages are asserted, whether in contract, tort (including negligence), strict liability or otherwise and even if foreseeable and/or if such party has been advised of the possibility of such damages.
**(c) Limitation of Liability.** Except for (i) the breach of a Party’s confidentiality obligations hereunder, (ii) a party’s indemnification obligations hereunder, or (iii) damages resulting from a party’s gross negligence or willful misconduct, in no event shall either Party’s liability to the other party for damages of any nature exceed the fees paid by you to the SSC in the 3 months preceding the claim. Notwithstanding anything to the contrary herein, and except in the event of SSC’s intentional misconduct or as otherwise limited by applicable law, in no event shall SSC’s total aggregate liabilities of any nature arising hereunder exceed the total amounts paid by the client to SSC in the six (6) months preceding the claim.
**(a) Force Majeure.** Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume. In the event the interruption of the excused Party’s obligations continues for a period in excess of twenty (20) calendar days, either Party shall have the right to terminate this Agreement upon ten (10) calendar days’ prior written notice to the other Party.
**(b) Assignment.** This Agreement may not be assigned by any Party without the prior written consent of the other Party, and any attempted assignment shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
**(c) Entire Agreement.** This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior written or oral agreements, understandings, or arrangements between them.
**(d) No Third-Party Beneficiary.** This Agreement shall be for the sole benefit of the Parties and their respective heirs, successors, permitted assigns, and legal representatives and is not intended, nor shall be construed, give any person, other than the parties their respective heirs, successors, assigns, and legal representatives, any legal or equitable right, remedy or claim hereunder.
**(e) Relationship of the Parties.** In the performance of this Agreement, SSC shall act in the capacity of an independent contractor and not as your employee or agent.
**(f) Governing Law.** This Agreement shall be governed by and construed in accordance with the internal laws of the State of Israel. In any legal proceeding arising out of this Agreement, the reasonable legal fees and expenses of the prevailing party shall be reimbursed by the other party.
**(g) Dispute Resolution.** The Parties desire that any controversy or claim arising out of or related to this Agreement will be resolved in an expeditious and efficient manner exclusively in accordance with this dispute resolution procedure. A dispute under this clause shall be initiated by delivering written notice to the other Party briefly stating the nature of the dispute and requesting resolution; provided that a Party may apply immediately to a court in order to obtain equitable relief as set forth in Section 4(e) above. Except as otherwise specified, each party shall bear its own costs and fees relating to any dispute. The Parties agree that before the initiation of any legal proceeding with respect to any issue arising out of the transactions contemplated by the Agreement, they shall cause their respective representatives to attempt to resolve in good faith all disputes between the parties. The parties agree that they will each nominate a senior executive to act to attempt to resolve the dispute and these senior executives shall meet
to attempt in good faith to resolve such dispute within fifteen (15) business days of notification of such dispute. In the event any dispute is not resolved by a meeting of the Parties pursuant to Section 6.6(a), the dispute shall be referred to the courts situated in Tel Aviv/Jaffa.
**(h) Amendments; Waivers.** This Agreement may not be amended or modified except by a writing signed by the Parties. No waiver of any provision, or consent to any exception to the terms, of this Agreement, shall be effective unless in writing and signed by the Party to be bound and then only to the specific purpose, extent, and instance so provided.
**(i) Severability.** If for any reason any portion of this Agreement shall be held invalid or unenforceable, the same shall not affect any other portion hereof, and the remaining portions hereof shall remain in full force and effect.
**(j) Waiver.** No failure by any Party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder by any party preclude any other or future exercise of that right or any other right hereunder by that Party.
**(k) Updates.** From time to time during the Term, SSC may decide to update this Agreement. At least ten (10) days before the updated Agreement is scheduled to go into effect, SSC shall notify you in writing of such update(s) (e.g., by sending you the latest updated version of this Agreement). You shall have five (5) days to terminate this Agreement if you choose not to accept the updated Agreement, and after this period, the updated Agreement shall be deemed the binding agreement in force and effect between SSC and you.
**(l) Notices.** Any notice or other communication hereunder must be given in writing and (i) delivered in person, (ii) transmitted by facsimile or telecommunications mechanism, including email, (iii) mailed by certified or registered mail, postage prepaid, receipt requested, or (iv) sent by reputable overnight courier, to the address of each Party set forth on the corresponding EL.
**(m) Headings; Construction.** The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular, the singular the plural, and the part the whole, (ii) references to one gender include all genders, (iii) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (iv) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” (v) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole, (vi) the term “days” refers to U.S. calendar days and not business days, unless expressly noted; (vii) any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, foundations and trusts (in each case whether or not having separate legal personality); and (viii) where a word or phrase is given a defined meaning in this Agreement, any other part of speech or other grammatical form in respect of such word or phrase has a corresponding meaning. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.