SmartReach AI

Terms and conditions

Please read these Terms and Conditions (hereinafter referred to as the “Agreement”) carefully as they contain important information regarding your legal rights and obligations as Client under which you are allowed to access and use SmartReach AI website, platform, and services.

Prior acceptance of this Agreement provisions is mandatory for using SmartReach AI website, platform, and services. By accepting the provisions of this Agreement, you represent that you have fully read and understood this Agreement and agree to be bound by this Agreement, and you have the full power and authority to enter into this Agreement, personally or on behalf of the entity that you legally represent, and to assume the obligations imposed herein or to assume them on behalf of the entity that you legally represent. If you do not have such authority, or you do not agree with this Agreement, you may not use the website, platform, and services.

Accessing and/or using the website, platform, and services by any person or entity qualifies automatically and without any other formality, the respective person or entity as a Client within the meaning of this Agreement and imposes the obligation to comply with the provisions set forth in this Agreement and any applicable Order Form.

The website https://www.smartreachai.com (hereinafter referred to as the “Website”) and the platform https://app.smartreachai.com (hereinafter referred to as the “Platform”) are owned and managed by SSC International Ltd, a company incorporated by Israel laws, headquartered at Mishol Hateana 3, Karnei Shomron, Israel.

Applicability

This Agreement is a contract that governs Client’s access and use of SmartReach AI Website, Platform, and Services. This Agreement consists of the following documents:

General Terms, which contain the core legal and commercial terms that apply to your use of SmartReach AI Website, Platform, and Services.
Order Form, which contains all of the details about your purchase, including your subscription term, and services purchased and your fees.
Data Protection Addendum (DPA), which regulates the processing of personal data by SSC International Ltd on behalf of Client, available at https://app.smartreachai.com/dpa.

By executing an Order Form and/or using SmartReach AI Website, Platform, and Services, you are agreeing to the terms of this Agreement.

Definitions

“Company”, “us”, “we” or “our” means SSC International Ltd and any of its affiliates that are providing the Website, Platform, and services.
“Client”, “you” or “your” means current or potential customer of SSC International Ltd, as a user of the Website, Platform, and services provided by SSC International Ltd, or as identified in the applicable Order Form.
“Parties”, or individually the “Party”, hereinafter collectively refers to Company and Client.
“Affiliates” in relation to any of the Parties to this Agreement means any individual or corporate entity which directly or indirectly controls, or is controlled by, or is under common control, or is under the same control of any of the Parties to this Agreement; for the purpose of this definition, the term “control” means the possession (direct or indirect) of the power to vote in excess of 50% of the voting equity interest of the entity.
“Order Form” means Company’s approved form or online subscription process by which Client agrees to subscribe to the Services. It contains the details about Client’s purchase, including subscription term, specific terms, and services purchased and fees. For the avoidance of any doubt, each Order Form shall be deemed complemented with the provisions of this Agreement, unless otherwise expressly or impliedly provided for thereunder.
“Account” means a combination of a username and password required to authenticate a user in the Platform in order to access the Services provided by Company.
“Services” hereinafter means all of Company’s web-based websites, applications, tools and platforms that Client has subscribed to under an Order Form or that Company otherwise makes available to Client, and are developed, operated, and maintained by Company, accessible via the Website, the Platform or another designated URL, and any ancillary products and services, including consulting services, that Company provides to Client either for a fee or free of charge; the Services or other products or features made available by Company to Client on an unpaid trial or free basis are considered free Services.
“Services Catalog” means the list of all Services provided by Company.
“Subscription” means the Services acquired by the Client for which the Client pays a Fee.
“Subscription Term” means the initial term of Client’s subscription to the applicable Services, as specified in Client’s Order Form, and each subsequent renewal term (if any). For free Services, the Subscription Term will be the period when Client accessed the Services on a free basis or during which Client has an Account to access the Services free of charge.
“Fee” means the amount to be paid by Client for the Services, including any finance charges or payments to reinstate the Services.
“Users” means Client’s employees, representatives, consultants, contractors, or agents who are authorized to use the Services for Client’s benefit.
“Recipient” means Client’s recipients and other individuals about whom Client has given information or has otherwise interacted with via the Services.
“Company Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, scripts, programs, software and tags that Company incorporates into the Services.
“Client Data” means all information that Client submits or collects via the Services. Client Data does not include Company Content.
“Personal data” means any information relating to an identified or identifiable natural person.
“Confidential Information” means any data, document or information, regardless of their nature, whether or not marked or otherwise designed as confidential, whether in document, electronic or some other form disclosed by one Party to the other Party, and includes, without limitation, information that is not publicly known regarding business, finances, existing and prospective customers, vendor identities, business and marketing plans, proposals, projections, forecasts, works in progress, employees and any salary rights and/or compensation, drawings, manuals, intellectual property rights, works susceptible to be protected by any intellectual property rights and/or any related applications, process and fabrication information, research plans and results, applications, computer programs, data bases, software flow charts, specifications, technical data, scientific and technical information, test results, market studies, equipment of any kind, engineering, manufacturing and know-how related to any of the above. The confidential information includes both information of and/or relating to the disclosing Party and its Affiliates and information received by the disclosing Party from third parties which the disclosing Party is obliged to keep confidential.
“Third-Party Technology” means non-embedded products, software, technology, websites, and professional services that are provided by third parties which interoperate with, are linked to or are used in connection with the Services. These products, software, technology, and services include non-Company apps available from, for example, our communities, directories, links and integration made available through the Services and or software that is provided to the Client by third parties.
“Authorized Payment Method” means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your Account with a third party.

Interpretation

In this Agreement, unless the context otherwise requires, words denoting the singular include the plural and vice versa, words denoting persons include legal entities, partnerships and other legal persons and references to a person include its successors and permitted assigns.
In this Agreement, a reference to a specified section, clause or appendix shall be construed as a reference to that specific section, clause or appendix to this Agreement.
In this Agreement, a reference to any agreement shall be construed as a reference to such agreement as it may have been amended, supplemented, or assigned from time to time.
In this Agreement, the headings are inserted for convenience of reference only and not affect the interpretation of this Agreement.

Access to and use of Services

Subject to this Agreement, Company shall provide to Client its Services. During the Subscription Term, we shall provide your Users access to use the Services as described in this Agreement and, if applicable, in the Order Form. We might provide some or all elements of the Services through third party service providers. You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Services to your Affiliate’s users or allow them to receive the Services purchased under an Order Form, provided that, all such access, use and receipt by your Affiliate’s users is subject to and in compliance with this Agreement and you shall at all times remain liable for your Affiliates’ compliance with this Agreement.
The limits that apply to you will be specified in your Order Form, this Agreement or in our Services Catalog, and for our free Services, these limits may also be designated only from within the Services itself. You must be 18 years of age or older to use the Services.
You may subscribe to additional features of the Services, as described in the Services Catalog, by placing an additional order or activating the additional features from within your account (if this option is made available by us). This Agreement shall apply to all additional Order Forms and all additional features that you activate from within your Client account (if this option is made available by us).
Depending on your Services, you may be entitled to downgrade your Subscription. For further information on the downgrade terms that apply to your Subscription, please refer to your Order Form.
We may modify the Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience. For further information on our modification rights that apply to your Services, please refer to your Order Form.
For information on the client support terms that apply to your Services, please refer to your Order Form.
You shall not use the Services in any way that violates these terms or for any purpose or in any manner that is unlawful or prohibited by this Agreement. You may not use the Services if you are legally prohibited from receiving or using the Services under the laws of the country in which you are resident or from which you access or use the Services. You shall notify us promptly of any unauthorized use of your or your Users’ account by using the contact details from section 17 ‘Contact data’.
You acknowledge that the Services have been designed to process or manage Personal Data in accordance with the provisions of the Data Processing Addendum. You represent and warrant that you possess sufficient rights in and to the Client Data and that you have obtained all required consents from Users and Recipients, as may be necessary, to permit the use contemplated under this Agreement. We shall not have, and we specifically disclaim any liability that may result from your use of the Services to collect, process or manage Personal Data.
If you register for free Services, we will make the applicable Services available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period (if not terminated earlier); or (ii) the start date of your paid Subscription. Unless you purchase a Subscription to the applicable Services before the end of the free trial, all of your data in the Services will be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.

Fees and payment

The Fee shall remain fixed during the Subscription Term unless: (i) you upgrade Services or base packages; (ii) you subscribe to additional features or Services; or (iii) otherwise agreed to in your Order Form. We may also choose to decrease your fees upon written notice to you.
If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all Fees payable during the Subscription Term. In the event of a failed attempt to charge your Authorized Payment Method (for example, if your Authorized Payment Method has expired or is no longer valid), we reserve the right, and you authorize us, to retry billing your Authorized Payment Method. If you update your Authorized Payment Method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your Authorized Payment Method through our payment service providers and automatically resume billing. We may suspend or terminate your Services in accordance with section 14 ‘Term, Suspension and Termination’ if we remain unable to successfully charge a valid Authorized Payment Method or if you fail to pay out the due payments.
If you are paying by invoice, we will invoice you no more than thirty (30) days before the beginning of the Subscription Term, and other times during the Subscription Term when Fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the applicable Order Form.
You shall keep your business information up to date, including your company name, address, and primary contact. You shall also keep your Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information. You authorize us to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are nonrefundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.
Upon renewal, we may increase your Fees up to our then current list price set out in our Services Catalog. If this increase applies to you, the increased Fees will apply at the start of the next renewal term. If you do not agree to this increase, either Party can choose to terminate your Subscription at the end of your then-current term by giving the notice required in clause 14.2, section 14 ‘Term, Suspension and Termination’.
All amounts are due and payable within the term specified in the Order Form or the associated invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per week or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid, including all accrued fees. Client shall reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Company to collect any amount that is not paid when due. Amounts due from Client under this Agreement may not be withheld or offset by Client against amounts due to Client for any reason.
All fees are exclusive of taxes, which we will be charged as applicable. You agree to pay any taxes applicable to your use of the Services. You will have no liability for any taxes based upon our gross revenues or net income.
Other than net income taxes imposed on Company, Client shall bear all taxes, duties, and other governmental charges (collectively “taxes”) resulting from this Agreement. Client shall pay any additional taxes as are necessary to ensure that the net amounts received by Company after all such taxes are paid are equal to the amounts that Company would have been entitled to in accordance with this Agreement as if the taxes did not exist.
You shall not do anything during the Subscription Term 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 us hereunder.

Client’s Statements and Responsibilities

Client undertakes to make the payments in accordance with section 5 ‘Fees and payment’, above.
Client shall immediately inform Company of any circumstances likely to adversely affect the performance of the Services and shall act in a manner as to prevent and/or to mitigate any such adverse effects.
Client is responsible for all activities that occur within Client account and agrees to always maintain the security and secrecy of Client account username and password, and not to share these details with any person who is not authorized to use Client account. Client also agrees to promptly notify Company of any unauthorized use of Client username, password or other information, or any other breach of security that Client becomes aware of involving or relating to the use of the Services.
Client is responsible for obtaining internet access to use the Services. Rates and charges may apply for data used over your mobile or landline network when you use the Services from your device. You are solely responsible for these rates and charges.
Client is responsible for purchasing, using and updating a device compatible with the Services to access and use them. Company does not warrant or represent that the Services or any part thereof will function on any particular device or that it is compatible with any device, program or equipment.
Client shall make sure that Client’s internet enabled device and telecommunication systems carry the appropriate anti-virus software necessary to minimize the risk of any harmful viruses infecting Client’s internet enabled device. For the avoidance of doubt, Company shall not be responsible for any security issues that Client faces as a result of connecting to the Services via an unsecured network.
The Services require that Company has ongoing access to accurate, complete, and up to date Client Data, and certain rights to access and use the Users and Recipients data. Client will provide to Company, or cause the provision to Company of, access to Users and Recipients data via the method set forth in the applicable Order Form.
Subject to the terms and conditions of this Agreement, Client hereby grants Company, during the term of this Agreement, a worldwide, non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable, non-transferable license to collect, use, store, modify, reproduce, transmit, and otherwise process Client Data solely for purposes of providing the Services.
In accessing and/or using the Services, you agree that you shall not submit or upload any Client Data that (i) is false, inaccurate, or misleading; (ii)present yourself as having another identity in order to deceive or mislead other persons, entities, institutions or authorities; (iii) is defamatory, abusive, harassing, threatening, or an invasion of a privacy right of another person; (iv) is bigoted, hateful, or racially or otherwise offensive; (v) is violent, vulgar, obscene, pornographic, or otherwise sexually explicit, or harms or can reasonably be expected to harm any person or entity; (vi) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including content that is, or represents an attempt of harassment, theft, or conspiracy to commit any criminal activity; (vii) infringes or violates in any manner any copyright, patent, trademark, or other proprietary right of any person, or any right of a third party including right of privacy (specifically, you must not distribute another person“s personal information of any kind without their permission) or publicity or any confidentiality obligation; (viii) violates applicable laws concerning child pornography, or otherwise intended to protect the health or well-being of minors; (ix) is not yours or where you do not have a right to make it available under applicable law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (x) contains a virus, worm, trojan, or corrupted data or other harmful component, that may affect, impair or damage or otherwise tampers with the operation of the Services, or any computer devices, programs or connected network or the property of another, or otherwise interferes with any person or entity“s use.
Client shall update the Client Data accessible and/or made available, including through Third-Party Technology that is provided to the Client by third parties, on a regular basis and, in any event, promptly after Company’s reasonable written request.
Client is responsible to provide, use, maintain and update only real, accurate and complete data and information about Client and Users. Client shall not impersonate any person or entity or misrepresent Client’s identity or affiliation with any person or entity, including using another’s entity username, password or other information, or another’s person name.
Client shall comply with all applicable laws related to the use of the Services, including any applicable export laws.
Client shall not directly or indirectly export, re-export, or transfer the Services to prohibited countries or individuals or permit use of the Services by prohibited countries or individuals.
In accessing and/or using the Services you have specific obligations and you agree not to: (i) use the Services to send junk e-mail, spam, chain messages, pyramid schemes or any other unsolicited, commercial or other way; (ii) post, transmit, publish, distribute or broadcast any material or information that is defamatory, illegal, obscene, indecent, threatening, abusive, harassing or unlawful; (iii) post, transmit, publish, distribute or broadcast any material or information that could incite discrimination, hatred or violence against any person or group, based on race, religion, disability, nationality or otherwise unlawfully; (iv) threaten, abuse, disrupt, defame, make obscene gestures or in any way violate the legal rights (including the right to privacy or dignity) of other users or other persons; (v) solicit personal information from any child or adolescent or exploits people under the age of 18 in a sexual or violent manner; (vi) provide, collect or store personal information about other users or other persons, including email addresses and phone numbers, unless you have a legal right to do so; (vii) advertise or offer to buy or sell goods or services for any commercial purpose, unless the means of communication made available by the Services specifically allows such communications and only for the category of services and/or goods explicitly provided for; (viii) promote in any way any escort services, prostitution, or sexual acts; (ix) violate applicable laws and/or regulations; (x) access or use the Services offerings in any way that could disable, overburden or affect the contracting or performance of the Services or that would lead to interference with another party using and benefiting from the Services; (xi) post, transmit, publish, distribute or broadcast any material or information that you do not have the right to transmit by law or under a contract or contractual or fiduciary (fiduciary) relationship, such as personal, privileged information or confidential information disclosed in the course of employment or the execution of a confidentiality agreement; (xii) create, publish or distribute “fake news”, “hoax news”, Deep Fake content or similar content; (xiii) attempt to gain unauthorized access to any of the Services, offers, other accounts, devices, computer systems or networks connected to the Services by hacking, password cracking or any other means; (xiv) promise, offer, give or demand bribes from other users in connection with the services offered through the Services; (xv) makes improper use of our support services or may lead to submitting false reports of abuse or misconduct; (xvi) acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms”); (xvii) is antisocial, disruptive, or destructive, including “flaming", `“spamming`“, "flooding", "trolling”, as those terms are commonly understood and used on the Internet.
Client agrees and expressly grants Company the right to utilize Third-Party Technologies, such as CHATGPT technology or similar technologies, for the purpose of crafting and personalizing emails sent as part of the Services. Client acknowledges and agrees that Company shall not be held liable for any errors, omissions, or inaccuracies generated by the CHATGPT technology in the personalized emails.
By connecting your LinkedIn profile to the Services, Client acknowledges and agrees to the integration of Services with Third-Party Technologies. Company does not represent and declares that is not authorized as an official feature of LinkedIn, and Company does not take responsibility for the practices and policies of LinkedIn. Company disclaims any and all liability for any damages, losses, or disruptions that may result from the use of Services, in case of a ban on your LinkedIn account due to the activities executed by the User. Client takes full responsibility for its use of the Services and the associated risks.
Client is responsible to use the Company Content only in accordance with the terms of this Agreement. Client and User may not copy, publish, download, transmit, distribute, rent, sell, use, permit access to or otherwise exploit in their own or third party applications or projects, nor intermediate or alienate, or decompile, reverse engineer, disassemble or otherwise reduce to a human-readable form in any way the Company Content incorporated, integrated or published in the Services, without the prior written and explicit consent of Company, except where explicitly stated otherwise.
Client represents and warrants to Company that: (i) Client and its Users shall comply with all applicable laws in connection with its obligations under this Agreement and their use of the Services; and (ii) Client shall provide all notices required, and shall obtain all necessary and sufficient rights, permissions, (sub)licenses, capacity, consents, and authority, to fully comply with and perform its obligations, and grant the rights and licensed granted to Company, under this Agreement, in each case without violation of applicable laws, infringement, misappropriation, or dilution of any third party rights (including intellectual property, publicity, privacy, or other proprietary rights of Users and Recipients), or breach of any terms or conditions in any agreement or privacy policies with a third party (including the Client providers of Third-Party Technology); (iii) Client shall obtain all necessary and sufficient rights, permissions, (sub)licenses, and authority from Recipients, Users, or other third parties which are required for Company to collect, use, access, and otherwise exploit such information for purposes of providing the Services and, where necessary, integrating the Services with Third-Party Technology that is provided to the Client by third parties in order for Client to transmit to Company and for Company to access and use the Client Data stored, retained, collected, or uploaded thereon.
Client and its Users are not employees, representatives, or agents of Company, and shall not represent, or in any way indicate, suggest, or imply, they are affiliated with Company or that Client is credentialed, endorsed, recommended, or evaluated by Company in any manner.

Company’s Statements and Responsibilities

Company may delay or refuse Client’s Subscription when the necessary information requested is not provided, as well as when a User has a situation that generates a conflict-of-interest incompatible with this Agreement, the Services, or the activity of Company and/or any entity associated with it.
Company can block access to the Services if there are indications of fraud or when the regulations in force, this Agreement or other provisions or obligations of the Client are not respected. To avoid any confusion, Company may transfer, suspend, block, close and/or delete a Client account when that Client no longer meets the conditions for using the account and/or when they no longer have the right to use the account for any reason, or when an authority or a body with specific powers orders the transfer, suspension, blocking, closure and/or deletion of the account.
Company undertakes to provide the Services with due care and professionalism, in accordance with the specifications contained in the relevant Order Form, as well as with any applicable legal enactments.
Company may change the Services or delete Company Content at any time, in any way, for any or no reason.
Company shall immediately inform Client of any circumstances likely to adversely affect the performance of the Services and shall act in a manner as to prevent and/or to mitigate any such adverse effects.
Company is not responsible for any damage or effect that may be caused by the declaration or incorrect completion by the Client of the data they provide.
Company shall comply with all applicable laws in the provision of the Services and the processing of Client Data. Company reserves the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
Client is warned that the Services may be affected by certain malfunctions and/or delays inherent in the use of the Internet and/or electronic communications for which Company assumes no responsibility.
Subject to the terms and conditions of this Agreement, Company grants Client, during the Subscription Term, a non-exclusive, royalty-free, fully paid-up, non-sublicensable, non-transferable license to access and use the Services. While Client is using the Services, Company does not transfer the Company Content to Client.
Company hereby warrants to the Client that the Services to be provided under this Agreement and the applicable Order Form and their use for the purposes indicated by or reasonably inferred herein and in the applicable Order Form, do not infringe any patents, copyright, or other similar industrial, commercial or intellectual property right.

Intellectual Property

All information, materials, Company Content, trademarks, service marks, trade names, and trade dress incorporated into our Services are our copyrighted intellectual property.
Company owns all present and future intellectual property rights. This refers to all non-tangible assets and any corresponding property rights under the laws of any jurisdiction including but not limited to creative works, designs, symbols, literary and artistic works, images, trade secrets, proprietary data, like customer lists and all products developed in whole or in part by Company.

Confidentiality

The receiving Party shall (i) protect the confidentiality of the Confidential Information of the disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care; (ii) not use any Confidential Information of the disclosing Party for any purpose outside the scope of this Agreement and the relevant Order Form; (iii) not disclose Confidential Information of the disclosing Party to any third party, other than to those of its employees/ contractors/ affiliates/ agents/ third party service providers who are required in the course of their duties to receive and acquire the same for the purposes consistent with this Agreement and the relevant Order Form, and who have signed confidentiality agreements with the receiving Party containing protections no less stringent than those herein.
No information shall be subject to any restrictions against disclosure or use under this Agreement, and shall not be considered Confidential Information, when (i) is or becomes public knowledge otherwise than through default on the part of the receiving Party or any of its employees/ contractors/ affiliates/ agents/ third party service providers; (ii) is already lawfully in the possession of the receiving Party prior to its disclosure by the disclosing Party; (iii) hereafter becomes lawfully available to the receiving Party otherwise than from the disclosing Party; or (iv) is required to be disclosed under any federal, state, or local law, statute, rule or regulation, subpoena, legal process or court order.
All Confidential Information shall be treated as the sole property of the disclosing Party. At any time, upon the disclosing Party’s request, the receiving Party shall return to the disclosing Party such information or destroy all documents or other materials containing, reflecting or referring to such information, keep confidential all such information, and not directly or indirectly use such information for any competitive or other commercial purpose. In case Company is unable to provide its Services under this Agreement and any applicable Order Form due to the return and/or destruction of Confidential Information, then Company shall be released from any of its obligations and liabilities arising strictly out of its impediment to performance.

Data Protection and Security

Company is committed to conducting its business in full compliance and in accordance with the applicable data privacy and protection laws and regulations.
Company shall take all possible steps that a responsible and competent provider of services such as Company would be expected to take to maintain the security and integrity of all Client Data. Specifically, Company shall (i) take reasonable steps to ensure that Services are secure from unauthorized access by implementing administrative, physical and technical safeguards to protect Client Data in ways that are no less rigorous than accepted industry standards and security best practices; (ii) meet obligations in relation to security of processing and notification of personal data breaches; and (iii) as soon as Company becomes aware of any virus, malware, unauthorized access, or other harmful code that affects the Services, immediately remove the harmful code, as applicable, and take proactive steps to prevent future occurrences.
Company shall employ credible efforts to guarantee the security and integrity of all Client Data and that the Website, the Platform and the Services are available 24 hours a day, 7 days a week. Upgrades, maintenances, emergency repairs, and telecommunication failures may prohibit the availability of the Website, the Platform and the Services. Client agrees that Company is not going to be responsible for any incident that may happen to Client or any other party for any discontinuance, suspension, amendment, or lack of availability of the Website, the Platform and the Services.
Detailed information about how Company processes personal data can be found in the Privacy Policy available at https://app.smartreachai.com/privacy-policy, while the information regarding the use of cookies can be found in the Cookie Policy available at https://app.smartreachai.com/cookie-policy.
The processing of personal data by Company as Data Processor, on behalf of Client, is governed by the provisions of the Data Processing Agreement (DPA) available at https://app.smartreachai.com/dpa.

Publicity

You grant us the right to add your name and company logo to our customer list and to list you and your reviews on the Website. You can opt-out of this use by writing us on any communication channels listed in section 17 ‘Contact data’.
You shall not, without our prior written consent, make any external communications (such as, but not limited to press releases or other public communications), by any communication channel, related to (i) us and our affiliates, shareholders, personnel or employees; (ii) our services, network or any business aspect; or (iii) any aspect arising out or otherwise related to this Agreement. The content of the information and materials to be used in external communications, as well as the terms and conditions of such use shall be also submitted for our prior written approval.

Indemnification

You shall indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third party claim, suit, action, or proceeding (each, an Action) brought against us and our officers, directors, employees, agents, service providers, licensors, and Affiliates by a third party not affiliated with us or our Affiliates, to the extent that such Action is based upon or arises out of (i) unauthorized or illegal use of the Services by you or your Affiliates; (ii) your or your Affiliates“ noncompliance with or breach of this Agreement; (iii) your or your Affiliates“ noncompliance with or breach with any applicable law, including data privacy and anti-spam laws; (iv) your or your Affiliates“ use of Third-Party Technologies that is provided to you by your third parties; or (v) the unauthorized use of the Services by any other person using your User information.
We will notify you in writing within thirty (30) days of our becoming aware of any such claim, give you sole control of the defense or settlement of such a claim, and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers and Limitation of Liability

THIS CLAUSE STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS CLAUSE. We warrant that (i) the Services will be provided in a manner consistent with generally accepted industry standards; and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Services; provided however, this warranty shall not apply to you if you only use the Services free of charge. In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then either Party may terminate this Agreement by providing the other Party written notice after the end of the Remedy Period. If you terminate the Agreement for this reason, we will promptly refund any prepaid but unused Fees covering use of the Services after termination. We shall not have any obligation or liability under this clause if the non-conformance is caused by or based on (i) any combination of the Services with any hardware, software, equipment, or data not provided by us; (ii) modification of the Services by anyone other than us, or modification of the Services by us in accordance with specifications or instructions that you provided; or (iii) use of the Services in violation of or outside the scope of this Agreement.
Except as set forth in clause 13.1 above and without limiting our obligations under this Agreement, we and our Affiliates and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security, accuracy or completeness of the Services, data synched to or made available from the Services or Company Content for any purpose. When used, application programming interfaces (APISs) may not be available at all times. To the extent permitted by law, the Services and Company Content are provided “as is” without warranty or condition of any kind. We disclaim all chargebacks, warranties and conditions of any kind, whether express, implied or statutory, with regard to the Services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement. Without prejudice to the generality of these terms of services, we do not warrant that the Services or Company Content are free from errors or are fully secure of breach.
To the extent permitted by law and notwithstanding anything to the contrary contained in this Agreement, under no circumstances, including negligence, shall Company or its Affiliates be liable to Client or any other person or entity for any indirect, incidental, special, exemplary, punitive, or consequential damages, or loss of profits, revenue, data or business opportunities arising out of the use of, or the inability to use, the Services or the conduct or actions, whether online or offline, of any user of the Services or any other person or entity, or related to this Agreement or any applicable Order Form, whether an action is in contract or tort and regardless of the theory of liability, even if Company name is apprised of the likelihood of such damages occurring. Moreover, under no circumstances shall Company be held liable for any delay or failure in performance resulting directly or indirectly from an act of force majeure or causes beyond Company’s reasonable control.
Except for Client liability for payment of fees, Client liability arising from Client’s obligations under section 12 ‘Indemnification’, and Client liability for violation of Company intellectual property rights, if, notwithstanding the other terms of this Agreement, either Party or its Affiliates is determined to have any liability arising out of or related to this Agreement (including but not limited to warranty claims) to the other Party, its Affiliates or any third party, regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, the Parties agree that the aggregate liability of a Party and its Affiliates shall be limited to a sum, equal to the total amounts paid or payable by Client for the Services in month preceding the claim (determined as of the date of any final judgement in an action); provided however, this limitation shall not apply to Client if Client only use the free Services, and in this case, if Company is determined to have any liability to Client or any third party arising from Client use of the free Services, then Company aggregate liability shall be limited to one hundred U.S. dollars.
Company and its Affiliates disclaim all liability with respect to Third-Party Technology that is provided to Client by third parties and that Client uses. Company’s licensors shall have no liability of any kind under this Agreement.

Term, Suspension and Termination

This Agreement shall commence upon your access to the Services, either free or for a Fee, and, unless terminated earlier in accordance with this Agreement or any applicable Order Form, will continue until the expiration or earlier termination of the Services or all Order Forms. Each Order Form shall commence upon the start date of the initial Subscription Term set forth therein and, unless terminated earlier in accordance with this Agreement, will continue until the expiration of that initial Subscription Term.
Upon expiration of the initial Subscription Term, the applicable Order Form will automatically renew for additional successive terms equal in length to that initial Subscription Term unless and until either Party cancels the Subscription. This condition shall not apply to Client if Client only uses the free Services.
We may suspend any User’s access to any or all Services without notice for (i) use of the Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement or any applicable Order Form; (ii) use of the email send service, part of the Services, that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by Recipients; or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity. We may, without notice, review and delete any Client Data or Client materials that we determine in good faith violate these terms, or any applicable Order Form, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Client Data or Client materials.
If you fail to timely pay the Fee or unless the full amount has been paid by the due date set forth in this Agreement or any applicable Order Form, we may, without limitation to any of your rights or remedies, immediately suspend your access to any or all the Subscriptions until we receive all amounts due. If a Subscription is suspended for non-payment, we may charge a reactivation fee to reinstate the Subscription. Notwithstanding such suspension, you will continue to be billed your Fee during the suspension period.
If your use of the Services is (i) being subjected to denial-of-service attacks or other disruptive activity; (ii) being used to engage in denial-of -service attacks or other disruptive activity; (iii) creating a security vulnerability for the Services or others; (iv) consuming excessive bandwidth or storage; or (v) causing harm to us or others; then we may suspend all or any access to the Services. We will make commercially reasonable efforts to limit the suspension to the affected portion of the Services, and each Party will make reasonable efforts to promptly resolve the issues causing the suspension of the Services. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our Affiliates, our prospects, or our clients.
You may choose to cancel your Subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Fees, and you shall promptly pay all unpaid fees due through the end of the Subscription Term.
We shall have the right to terminate this Agreement and any applicable Order Form, by written notice, without the intervention of a court or other formalities in this respect, in case you fail to timely pay the due Fee within a period exceeding by 30 (thirty) days the Fee due date, or within a certain period, as may be agreed between the Parties in writing.
Either Party may terminate this Agreement or any Order Form if the other Party does not cure its material breach of this Agreement or applicable Order Form within sixty (60) days of receiving written notice of the material breach from the non-breaching Party. Termination in accordance with this clause 14.8 shall take effect when the breaching Party receives written notice of termination from the non-breaching Party, which notice must not be delivered until the breaching Party has failed to cure its material breach during the 60-day cure period.
If this Agreement or any applicable Order Form expires or is terminated for any reason, upon the effective date of such expiration or termination, all outstanding Order Forms and access to the Services shall automatically terminate and (i) you shall pay us all outstanding payment obligations, which will become immediately due and payable; and (ii) any and all liabilities accrued prior to such date shall survive. The termination of this Agreement or any applicable Order Form for whatever reason shall not affect the survival of any other provision, which under reasonable interpretation would be intended to survive or come into effect upon termination; such provisions expressly survive termination of this Agreement or any Order Form. The termination of this Agreement or any Order Form for whatever reason shall not affect the rights or liabilities of the Parties accrued prior to the effective date of termination, unless otherwise agreed in writing between the Parties.

Governing Law and Jurisdiction

This Agreement and any applicable Order Form shall be governed by, construed and interpreted in all respects in accordance with the local laws of State of Israel.
Any claim, whether based on agreement, tort or other legal theory (including, but not limited to, any claim of fraud or misrepresentation), arising out or relating to this Agreement or any Order Form, including its interpretation, performance, breach or termination, not resolved by good faith negotiations and escalation, shall be resolved by the competent courts of law of State of Israel.

Miscellaneous

This Agreement (including each Order Form), along with our Data Processing Addendum is the entire agreement between the Parties for the Services and supersedes all other proposals and agreements, whether electronic, oral or written, between the Parties. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, supplier portal, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written comments made by us regarding future functionality or features of the Services. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement shall govern our relationship and the translated version is provided for convenience only and shall not be interpreted to modify the English version of this Agreement.
In the event of a conflict between the terms of the Agreement and an Order Form, the terms of the Order Form will control, but only as to that Order Form.
You shall not assign or transfer this Agreement or any Order Form without our prior written consent, except that you may assign this Agreement or any Order Form to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement or any Order Form to any of our Affiliates or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
We may modify any part or all this Agreement, in which case we shall notify you by email or in-platform notification. Such updates will enter into force in 30 days from receiving notice from us. If you do not notify us of the non-acceptance of the amendments, until such amendments come into force, you will be deemed to have accepted the updated Agreement. Your notification of non-acceptance of the updates to the Agreement will result in the termination of the Agreement latest at the renewal date, period during which the existing version of the Agreement will apply. This condition shall not apply to you if you only use the free Services, in which case we will publish the updated Agreement on the Website.
Except for payment obligations of amounts due under this Agreement or any Order Form, neither Party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, insurrection or sabotage; strikes, lock-outs or riots; act of God; earthquakes, floods; fire, explosion; electrical, internet, or telecommunication outage that is not caused by the obligated Party; government restrictions; pandemic; or other event outside the reasonable control of the obligated Party. Each Party shall use reasonable efforts to mitigate the effect of a force majeure event. 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, Company and Client may each terminate the applicable Order Form upon providing ten (10) days’ prior written notice, in which case Company will refund to Client any pre-paid fees paid by Client under the applicable Order Form which will be prorated for the termination portion of the then-current Subscription Term.
Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either Party more than one (1) year after the cause of action has accrued.
Client and Company agree that no joint venture, partnership, employment, or agency relationship exists between the Parties. The Parties agree that nothing in this Agreement shall make Company’s personnel an employee, agent or partner of Client.
If any part of this Agreement or any Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement or any Order Form will continue in effect.
Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity, other that the Parties hereto and their respective successors and assignees, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Company’s Services may include information about or links to websites or communication channels of third parties that are outside of Company’s custody and/or control. Any link to other websites or communication channels is not an endorsement of them, and Client agrees that Company and its Affiliates shall not be held responsible for the content or availability of any of those websites. Client is advised to carefully read and review the terms and conditions of each of those websites and communication channels when browsing on them to get an understanding of how such websites and communication channels are functioning.
Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement or any applicable Order Form and that it is binding upon such Party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement or any Order Form.
The following sections shall survive the expiration or termination of this Agreement: Section 2 ‘Definitions’, Section 8 ‘Intellectual Property’, Section 9 ‘Confidentiality’, Section 11 ‘Publicity’, Section 12 ‘Indemnification’, Section 13 ‘Disclaimers and Limitation of Liability’, Clause 14.9, Section 15 ‘Governing Law and Jurisdiction’, Clause 16.5 and Clause 16.6.

Contact data

All notices and other communications that are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have seen duly given if delivered e-mail. Notices shall be sent to Company using support@smartreachai.com.