PARTNER REFERRAL PROGRAM TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS (“TERMS”) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU (“YOU”, OR “MEMBER”) AND SPOTT INCREDIBLES TECHNOLOGIES LTD. AND ITS AFFILIATES (“COMPANY”). IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THESE TERMS.

The language of these Terms and all attachments or amendments to these Terms, contract interpretations, notices and dispute resolutions is hereby expressly agreed to be the English language. By entering into the Agreement, you hereby irrevocably and unconditionally waive any applicable law requiring an original (non-electronic) signature or delivery or retention of non-electronic records.

The section and sub-section headings in these Terms are for convenience of reading only and shall not be used or relied upon for interpretive purposes. These Terms constitute the entire agreement and understanding of the parties relating to the subject matter hereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written, electronic, oral or otherwise. Notwithstanding the foregoing, these Terms may be amended by Company from time to time.

1. The Engagement. By opening an Account (as defined below) and clicking on the “I Accept” button (or equivalent checkbox), you hereby represent that you have fully read and understood the terms hereunder and accept the terms and conditions of these Terms for joining Company’s referral program (“Program”). As a Member of the Program, you will refer persons, corporations or any other entity  with which Company is not currently engaged with (each, a “Potential Customer”) in order to purchase Company’s products and/or services (“Products”), and in consideration receive Commission (as defined below) for such referral.
2. Account. In order to participate in the Program, you will have to fill out a form on our website available at: https://spottme.com/partners-porgarm/ and create an account in the Third Party Service (as defined below) (“Account”). You agree not to create an Account for anyone else or use the Account of another without their permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify Company immediately of any breach of security or unauthorized use of your Account. If you wish to delete your Account you may send an email request to info@spott.co.
3. Third Party Service. As part of your registration as a Member of the Program, we will provide you with a link that might use a third party service which shall complete your onboarding to the Program (“Third Party Service”). It shall be your sole responsibility to complete and provide any necessary actions or information required to use the Third Party Service. By joining the Program, you hereby release Company and waive any and all claims that you may have against Company with respect to your use of the Third Party Service, including with respect to any terms and conditions of such Third Parties Service Third Party Terms, applicable privacy policies or any other rules or regulations of such Third Party Service.
4. Restrictions. As a Member, you agree not to:

4.1.   harvest or collect email addresses or other contact information of other Members by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

4.2.   use automated scripts to collect information from or otherwise interact with Company;

4.3.   upload, post, transmit, share, store or otherwise make available any content that Company deems to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;

4.4.   register for an Account on behalf of an individual other than yourself, or register any group or entity unless you are expressly authorized to do so;

4.5.   impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;

4.6.   upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other illegal or unethical form of solicitation; and

4.7.   upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

5. Power to Enter into Agreements. You shall not have the right, power or authority to enter into an agreement, grant a promise, provide warranties or to commit Company in any manner whatsoever. Agreements, engagements, promises and/or commitments entered by Company with Potential Customers, if any, shall be made directly by Company, at Company’s absolute and sole discretion. Company may reject any business combination under its sole and absolute discretion and in which case you shall not be entitled to payment in connection therewith. You shall not be entitled to use Company’s name, trade names, trademarks or logos other than in the manner expressly authorized by Company.
6. Member’s Representations. You hereby represents and warrants that: (i) all terms and conditions of the Agreement relating to Potential Customers shall be negotiated by Company and entered into solely by Company and the Potential Customers; (ii) no material submitted through your Account or otherwise posted, transmitted, or shared by you on or through the Program will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, or contain libelous, defamatory or otherwise unlawful material; and (ii) you will fully comply with all applicable laws, regulations and ordinances and that your participation in the Program does not and shall not conflict with any other activities or services provided by it to any third parties.
7. Terms of Compensation

7.1.   Commission. In consideration for referring Potential Customers, you shall be entitled a commission as specified in the Third Party Service for every Potential Customer that enters into a commercial agreement for the procurement of the Products that you refer to Company (“Commission”). The Commission shall become due and payable in accordance with the payment terms specified in the Third Party Service.

7.2.   Taxes. All payments of Commission are inclusive of all taxes or charges of any kind, including without limitation excise, sales, use or value-added taxes. If applicable laws require the withholding of such taxes, Company will deduct the taxes from the related payment otherwise due Consultant, and such taxes shall be paid to the proper taxing authority

7.3.   Full Consideration. Other than the consideration specified in this Section 6, which consideration constitutes full consideration for the Services rendered hereunder, the Consultant will not be entitled to any other consideration for rendering the Services hereunder.

7.4.   Terminated Customers. Immediately upon the occurrence of any of the following within 60 days as of the engagement between the Company and the Potential Customer, with respect to any Potential Customer, Company shall have no further obligation to pay you Commission: (i) the cancellation, suspension or termination of any line of credit, loan, advance, funding or other Company products or services to a Potential Customer for any reason in Company’s sole discretion; or (ii) a Potential Customer’s account becoming delinquent, charged-off or otherwise removed from good standing by Company for any reason in Company’s sole discretionr.

8. Confidentiality; Proprietary Rights

8.1.   Confidentiality. You acknowledge that, from time to time, you may be exposed to certain information concerning Company, Company’s customers, the Products and proposed new versions of the Products, that is Company’s confidential and proprietary information and that is not generally known to the public (“Confidential Information”). You agree that you will take all appropriate steps to protect such Confidential Information from unauthorized disclosure, that you will not disclose such Confidential Information to any third party, and that you will not use any Confidential Information (other than as authorized by these Terms) without the prior written consent of Company. Your obligations with respect to Confidential Information shall continue for a period of 5 years from the date of termination of these Terms, or until such Confidential Information becomes publicly known, other than by breach of these Terms by Consultant. Without derogating from any other remedies available under applicable law or agreement, Company shall be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the covenant set forth in this Section 8.

8.2.   Proprietary Rights. Company does not sell, convey, assign or transfer and Member does not and shall not acquire any rights in the Products or any part thereof and/or in the Intellectual Property Rights embodied therein or connected thereto. You hereby acknowledge Company’s exclusive right to the Intellectual Property Rights and the Confidential Information, and that Company owns, and shall remain the sole owner, of such rights. “Intellectual Property Rights” shall mean all of Company’s intangible legal rights, titles and interests evidenced by or embodied in or connected or related to the Products, including without limitation: all inventions, patents (whether patentable or un-patentable and whether or not reduced to practice), patent applications, trademarks, service marks, trade dress, logos, trade names, corporate names, domain names, any work of authorship (regardless of copyrightability), copyrights (including moral rights), trade secrets, Confidential Information, and all other proprietary rights in whatever form or medium.

9. Term and Termination

9.1.   Term. These Terms shall commence upon the successful registration to the Program, and shall remain in force unless earlier terminated in accordance with Sections 9.2 and 9.3 (“Term”).

9.2.   Termination for Convenience. Both you and Company may terminate these Terms for convenience, at any time, upon sending a written termination notice to the other party.

9.3.   Termination for Cause. Either party may terminate these Terms, termination for cause, at any time if the other party is in default with respect to any provision of these Terms (including without limitation, the performance of Services) and such failure or default continues unremedied for a period of 14 days after receipt of written notice thereof from the non-defaulting party.

9.4.   Consequences of Termination. Upon termination of these Terms for any reason: (i) you shall cease promoting and marketing the Products; and (ii) Company shall pay any Consideration owed to you pursuant to your activity as Member.

9.5.   Survival. Notwithstanding anything to the contrary, the provisions of Sections: ‎6, ‎8, ‎9.4, ‎9.5, ‎10, ‎11 and ‎12 shall survive termination of these Terms.

10. Indemnification. Consultant shall indemnify Company for any cost, liability or harm (including, without limitation, reasonable attorneys’ fees and court costs) suffered or incurred by Company, its officers, directors, employees and agents, and derived from Consultant’s breach of any provision of these Terms and/or misrepresentation with respect to parties’ relationship hereunder, Products, Company and/or its activities and/or services.
11. LIMITATION OF LIABILITY. COMPANY’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER RELATED TO OR ARISING OUT OF THESE TERMS REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE) SHALL NOT BE GREATER THAN THE COMMISSION PAID BY COMPANY TO YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
12. Miscellaneous

12.1.  Subcontracting and Assignment. Consultant shall not assign and/or subcontract any of its rights and obligations under these Terms, except with Company’s prior written consent. Company may assign any of its rights and/or obligations hereunder at Company’s sole discretion.

12.2.  Notices. All notices or reports permitted or required under these Terms shall be in writing in English and shall be by personal delivery, by express courier service (such as FedEx or UPS) that requires proof of delivery, certified or by registered mail, return receipt requested, or by facsimile or electronic mail, and shall be deemed effective: (a) if mailed, 5 business days after mailing; (b) if sent by messenger or express courier service, upon delivery; and (c) if sent via facsimile or electronic mail, upon transmission (if transmitted and received on a non-business day – on the first business day following transmission). Company’s email for notices: legal@spott.co.

12.3.  Independent Contractors. These Terms does not create and shall not be construed as creating an employer-employee relationship between Company and Consultant or any of its employees, nor any agency, joint venture or partnership. Consultant hereby represents that it is acting solely as an independent consultant of Company, and that Company has no obligation under applicable law regarding employee liability and that the total commitment liability of Company in connection to these Terms is the Commission described in Section 7 above.

12.4.  Entire Agreement. The parties have read these Terms, and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications between them, oral or written, relating to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party.

12.5.  Waiver. Neither party’s failure to exercise any of its rights hereunder shall constitute or be deemed a waiver or forfeiture of any such rights.

12.6.  Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws provisions. The courts of Tel Aviv, Israel shall have sole and exclusive jurisdiction and venue over any dispute related to these Terms and both parties hereby consent to such jurisdiction and venue.

Last Updated: January 2022