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Vendor Terms and Conditions

These terms and conditions (“Terms”) are a legally binding agreement betweenWadi DigitalLtd. (“Wadi Digital,” “we,” “us,” or “our”), and you, a brand or company who has signed up for our Services (as such term is defined below) (“Vendor,” “your” or “you”) that are available via our website, in order to publish your Vendor Content (as such term is defined below) on our Platform (as such term is defined below) to be advertised or re-posted by influencers ("Influencer(s)") on their social media account ("Social Media Account").These Terms along with the applicable Work Order (collectively, "Agreement") will govern your use of the Services and we recommend that you take the time to read these Terms before signing up for our Services.

By signing up for our Services, creating an account and clicking "Submit" (or similar wording) you acknowledge that you have read and understood these Terms. You agree to be bound and to fully comply with the Terms as well as any and all applicable laws and regulations with respect to and during your use of the Services. You further acknowledge that these Terms constitute a binding and enforceable legal electronic contract between you and us. If you do not agree to the Terms please do not use the Services in any manner whatsoever.

AMENDMENTS

We reserve the right to periodically amend or revise the Terms at our sole discretion; such changes will be effective immediately upon the display of the revised Terms. The last revision date will be reflected in the "Last Amended" heading. Your continued use of the Services following such amendments constitutes your acknowledgement of and consent to the amended Terms and your agreement to be bound by them. We will make best efforts to provide you with written notification in the event that we make any material changes to the Terms.

SCOPE OF SERVICE

  1. The Cyfluencer platform ("Platform") allows you to connect with Influencers who will re-post and advertise your content, products or blog posts that you publish on our Platform ("Vendor Content" and "Services," respectively) on his or her Social Media Account (each, a "Post"). Subject to the terms and conditions of this Agreement, Wadi Digital grants the Vendor a revocable, limited, non-exclusive, non-transferable, non-assignable and non-sub licensable license, during the term of this Agreement, to use our Platform solely for the purpose of using the Services as set forth herein.
  2. Wadi Digital, in its sole discretion, is entitled to: (a) determine the scope of the Services provided to the Vendor or otherwise, the features, settings or other tools which are available as part of the Services and Platform; and (b) modify, correct, amend, update, enhance, improve, remove, replace or make any other changes to, or discontinue, or cease, temporarily or permanently, the Services and Platform, without liability to the Vendor.
  3. The Vendor may not use the Services or Platform in any manner that is not expressly permitted by this Agreement.

LICENSE GRANT AND INTELLECTUAL PROPERTY

  1. The Services, Platform and any part thereof (excluding the Vendor’s Intellectual Property) are the exclusive property of Wadi Digital and is protected by copyright, trademark and other intellectual property laws and treaties. All rights related to the Services and Platform are owned solely by Wadi Digital or its licensors and this Agreement does not convey any title or ownership rights to the Vendor. Except as provided herein, Wadi Digital retains all right, title and interest in and to the Services and related marks, logos and content, including without limitation any derivatives, improvements and modifications thereto, and all intellectual property rights therein.
  2. Except as provided herein, the Vendor retains all right, title and interest in and to the Vendor Content and any related marks, logos and content, and all intellectual property rights therein (“Vendor’s Intellectual Property”). Subject to the terms and conditions of this Agreement, the Vendor grants Wadi Digital a revocable, limited, license, during the term of this Agreement, to use the Vendor’s Intellectual Property solely for the purpose of providing the Services under this Agreement.

SIGN UP AND CREATE AN ACCOUNT

  1. You will need to sign up and create an account ("Account") before you can publish any Vendor Content on our Platform. The information you provide us during the sign-up process as well as in connection with your Account will be processed in accordance with our Privacy Policy, we therefore advise you to read the Privacy Policy carefully. You hereby represent and warrant that any and all information provided by you through the Services and in connection with your Account is and will be accurate, up to date and complete.
  2. We reserve the right to refuse or cancel a request to use our Services (even if we have previously confirmed it), at our sole discretion. Please contact us at: support@cyfluencer.com, if your request to use our Services has been refused or canceled and you believe that this was due to an oversight on our part.

CONSIDERATION & TAX

  1. Vendor shall pay Wadi Digital the consideration listed in the applicable WO for the Services (“Consideration”). The Consideration and the payments that you will need to remit to us shall be verified and calculated by our third party service providers and based on the clicks generated for each Post ("Calculations"). You will have 10 days to dispute any Calculations and upon the conclusion of such 10 day period, such Calculations will be considered as final and you will no longer be permitted to dispute such Calculation or the payment of the applicable Consideration.
  2. The payment shall be based solely on the Calculations and our reports, which will be available in the Vendor’s Account (“Reports”). The Reports, books and records shall constitute final evidence regarding the Considerations.
  3. You will be automatically billed at the end of each month based on the Reports and in accordance with the payment instructions that you provided us via your Account.
  4. Each party shall bare its own taxes, duties and charges imposed or that may be imposed by any applicable governmental agency in connection with the Agreement and each party’s performance hereunder.
  5. Unless otherwise instructed by the Vendor, Wadi Digital may, in its sole discretion, not provide a particular Influencer with Consideration for a specific Post in which the Influencer did not comply with the terms and guidance provided to it by Wadi Digital or the Vendor as set forth in the Influencer Terms and Conditions and the Platform (“Instructions”).

REPRESENTATIONS AND WARRANTIES

  1. Each of Wadi Digital and the Vendor represents and warrants that: (a) the Agreement constitutes a valid and legally binding obligation of it, enforceable against it in accordance with its terms; (b) it has all requisite corporate power and authority to enter into, deliver, and perform its obligations under the Agreement; and (c) the entering into of the Agreement or the performance by it of its obligations under the Agreement do not and will not violate any other obligation or agreement, law or regulation by which it is bound or to which it is subject.
  2. The Vendor further hereby represents and warrants, as follows: (i) it has full rights and power to publish the Vendor Content on the Platform and that such Vendor Content will be original and will not infringe upon any intellectual property or other rights of any person, whether contractual, statutory or common law; (ii) it will not commit any act which brings Wadi Digital into public disrepute or which will otherwise disparage or harm us in anyway; and (iii) it will comply with all applicable federal, state and local laws, regulations, and administrative guidelines.
  3. You further represent and warrant that you shall not, nor agree, authorize or encourage any third party to: (i) use the Services in a non-compliant, unlawful, illegal, fraudulent or inappropriate manner; (ii) circumvent, disable or otherwise interfere with security-related features of the website and Services or prevent others from using the Service; (iii) modify, create a derivative work of, reverse engineer, disassemble the Services; (iv) remove, deface, obscure, or alter the website and Services or any content therein including any copyright notices, trademarks, or other proprietary rights provided as part of the Services; (v) use the website or Services for benchmarking purposes; (vi) use the Service to promote, conduct, or contribute to fraudulent, illegal or otherwise inappropriate activities, including without limitation, deceptive impersonation; or (vii) otherwise use the website or Services in any unlawful manner or in breach of this Agreement.
  4. It is hereby clarified that Wadi Digital is not, and shall not be responsible or liable in any manner for any Post or other content made publicly available by the Influencer that was not in compliance with the Instructions, nor will Wadi Digital be held liable with respect to the legality or accuracy of such Post. Furthermore, Wadi Digital shall not be responsible or liable for the Influencer`'s use of the Vendor’s trademarks or trade names or with respect to the viewers who will be exposed to the Post. Wadi Digital shall have no liability for any costs, or damages incurred to the Vendor as a result of the Post or Influencer’s actions.
  5. You acknowledge and agree that our business model is based off of our Platform and our relationship with the Influencers and the Vendors. You therefore, hereby undertake and covenant that you will not, during your use of the Services and for an additional period of six (6) months following the termination of the Services and these Terms for any reason ("Non-Solicitation Period"), directly or indirectly, solicit or contact any Influencer for any reason, without the prior written approval of Wadi Digital ("Wadi Digital Approval"). Furthermore, you hereby undertake to immediately inform Wadi Digital in the event that any Influencer contacts you during the Non-Solicitation Period.

PRIVACY

Our Privacy Policy describes how we process, use, store and share your information when you access our website and use the Services, and is incorporated in this Agreement by reference.

CONFIDENTIALITY

  1. For the purpose of this Agreement, "Confidential Information" shall mean any non-public, proprietary, confidential or trade secret information of a party that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, business procedures, technology and any related documentation, client list, developments, business partners or other information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information shall not include any information which: (i) was known to the Receiving Party or in its possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is independently developed by the Receiving Party without reliance on or use of the Confidential Information or any part thereof and the Receiving Party can show written proof of such independent development; (iv) required to be disclosed by applicable law, regulatory authority or a valid court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice of the required disclosure in order for the Disclosing Party to obtain a Protective Order and the disclosure shall be limited to the extent expressly required; (v) is approved for release by prior written authorization of the Disclosing Party; or (vi) the Receiving Party can demonstrate was disclosed by the Disclosing Party to a third party without any obligations of confidentiality.
  2. During the term of this Agreement and for a period of three (3) years thereafter, each party agrees that it will not disclose or use the Confidential Information of the Disclosing Party without the Disclosing Party`'s prior written consent. Each party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information, during the term of this Agreement and for a period of one (1) year thereafter to prevent the disclosure of the other party’s Confidential Information other than to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for such party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section. This Confidentiality section shall survive any termination or expiration of this Agreement as set forth herein.

DISCLAIMER OF WARRANTIES

Except as provided herein, the Services are provided on an "as is" and "as available" basis without warranties of any kind, express or implied, including, without limitation, representations, warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, and those arising by statute or from a course of dealing or usage of trade.Wadi Digital does not warrant that the Services will operate error-free, or that the website or Services are free of viruses or other harmful code or that it will correct any errors in the Services. You agree that Wadi Digital will not be held responsible for any consequences to you or any third party that may result from technical problems, including without limitation in connection with the internet or any telecommunications or social media providers. We make no representations or warranties that the Services are or will be available for use in any particular location or at any specific time or that the Vendor will profit or derive any economic benefit from the Services. Except as expressly stated herein, Wadi Digital does not make any representations, warranties or conditions of any kind, express or implied, as to the security of any information you may provide or activities you engage in during the course of your use of the Services. Your use of the Services is at your own risk and responsibility. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, WADI DIGITAL (INCLUDING, WITHOUT LIMITATION, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, COLLECTIVELY: “AFFILIATES”), AS WELL AS ITS VENDORS, DISTRIBUTORS, THIRD PARTY LICENSORS, OR EQUIPMENT AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOST PROFITS, INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DEVICE FAILURE, OR MALFUNCTION, OR DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE OR SERVICES EVEN IF WADI DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, WE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS HEREIN THAT IS CAUSED BY AN EVENT OUTSIDE OF OUR CONTROL (I.E., ANY ACT OR EVENT BEYOND OUR REASONABLE CONTROL). WADI DIGITAL AND ITS AFFILIATES, SHALL BEAR NO RESPONSIBILITY AND SHALL NOT BE HELD LIABLE FOR ANY OF THE POSTS OR ANY OF THE VENDOR CONTENT AND SUCH RESPONSIBILITY OR LIABILITY SHALL BE SOLELY THAT OF THE APPLICABLE INFLUENCER OR VENDOR. IN NO EVENT SHALL WADI DIGITAL`'S AND ITS AFFILIATES`' AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICES, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT OF THE AGGREGATE CONSIDERATION RECEIVED BY WADI DIGITAL FROM VENDOR IN THE 6 MONTHS PRECEEDING THE FIRST CLAIM TO ARISE OUT OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY DOES NOT AFFECT WADI DIGITAL’S LIABILITY FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

Vendor shall indemnify, defend, and hold Wadi Digital and its Affiliates from and against any claim, action, loss, liability, damage, penalty, cost or expense (including reasonable attorney fees) that Wadi Digital may suffer or incur as a result of: (a) any failure by the Vendor to comply with the terms of this Agreement; (b) any negligence or willful misconduct of the Vendor; (c) any alleged or actual violations by the Vendor of any applicable law, regulation or rule; or (d) any infringement of third party rights, including intellectual property rights and privacy rights, resulting from the Vendor’s actions or omissions (including the Vendor Content). Vendor will fully cooperate with Wadi Digital in the defense and settlement of any third party claim and at Wadi Digital`'s demand will assume responsibility for the investigation, preparation, defense, trial and settlement of such claim, with the express provision that Vendor will not settle the claim without the Wadi Digital`'s prior written explicit approval.

TERMINATION

You may terminate these Terms and your use of the Services at any time. If you wish to terminate your use of the Services, you may do so by simply stopping to use the Services or by sending us a request to delete your Account. We may terminate these Terms, your access to all or any part of the Services at any time, with or without cause and with or without notice, effective immediately. In the event certain residual Clicks remain following your termination of the Services, we will automatically bill you for those residual Clicks on the subsequent month following your termination of the Services. Such termination may result in the destruction of all information and data associated with your use of the Services. We may change, modify, suspend, or discontinue any aspect of the Services at any time without notice to you and without any liability to you whatsoever in connection therewith.

DISPUTE RESOLUTION

In the event of any dispute that you may have with us, you hereby agree to first contact us at: support@cyfluencer.com and attempt to resolve the dispute with us informally. If we were unable to resolve the dispute with you informally, we each hereby agree to resolve any claim arising out of or in connection with or relating to this Agreement via the exclusive jurisdiction of the appropriate courts in Tel Aviv, Israel. This Agreement is governed by and construed in accordance with the laws of the State of Israel.

MISCELLANEOUS

This Agreement, constitutes the entire understanding between the parties with respect to the use of the Services. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof. Failure of Wadi Digital to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed as a waiver of such rights or of subsequent actions in the event of future breaches. This Agreement and any right granted herein may not be assigned by you without the prior written consent of Wadi Digital. Wadi Digital may assign its rights and obligations set forth herein at any time, at its sole discretion. Your relationship with us is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed as creating a partnership, agency, joint venture or employment relationship.

CONTACT US

If you have any questions or comments about these Terms, please contact us at: support@cyfluencer.com.

You may also contact us at:

Wadi Digital Ltd.

Gush Chalav 24/1

Pardes Hannah-Karkur, Israel