SSC International Ltd. and the party engaging it (“you”) agree that the standard terms and conditions contained herein (this “Agreement”) shall govern your use of www.ssc-digital.com/smartreach(“the Website”) and SmartReach AI externalized application solution (the “Platform”) 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”.

The Website and Platform are developed and being run by SSC International Ltd. (“SSC”, “us” and “we”), a company incorporated by Israel laws. Therefore, this Agreement is between you (“you”, “your”, or “Client”) and SSC. We provide access to the Website and Platform conditioned upon the acceptance of all terms and conditions stated below. 

If you are registering for using the Website and Platform on behalf of an organization, you are consenting with these terms and conditions for that organization and pledging that you are entitled, on behalf of that organization, to concur on, and do hereby accept on, this Agreement. For this case, “you” and “your” will also refer to that organization.

1. Engagement and Services

(a) Engagement. You hereby engage SSC to carry out the services available on the Platform (the “Services”) and SSC hereby accepts such engagement. The Services offer various features, including, but not limited to management of emailing campaigns with real-time monitoring of sent email deliverability, sending and managing, transactional emails, as well as all related services. 

(b) Standard of Services. Subject to any obligations SSC has toward any third parties and pursuant to the confidentiality undertakings in Section 4, you will provide SSC with access to your information as may be reasonably required by SSC to carry out the Services. SSC shall use reasonable efforts, to ensure that emails sent by you are properly routed to their recipients’ electronic mailboxes. We shall provide you with an online automatic monitoring service, enabling you to update and modify your mailing lists and emailing campaigns in real-time. You may also subscribe to additional recommended services. Such additional services shall be invoiced separately and provided only after your prior acceptance of a quotation and areas referenced in the Engagement Letter.  

(c) Platform and Services. The Services are hosted on the servers and/or cloud that SSC designates and that you may execute remotely. SSC reserves the right, at any time during the term of the Agreement, to adapt, arrange and/or modify any of the components granting access and use rights to the Services. Similarly, SSC may, at any time, discontinue providing a platform deemed undesirable and/or obsolete and migrate the Services to a new infrastructure, in which case SSC will endeavor to inform you as early as possible and invite you to migrate your account to the new infrastructure.

When you use our Services, you are responsible for your usage of the Platform. SSC Digital reserves the right, at its sole discretion, to take any necessary action to address any improper use. You subscribe to the Services in your name and on your behalf and are not entitled to send via our Services promotional emails for a third party, nor to assign the use of all or part of the Services to your own customers, even for free.

The provision and contracting of the Services require your registration with your real, correct, current and complete personal data requested, and the fulfilment of the legal conditions and those stipulated in this Agreement. You agree to provide, maintain, and update true, accurate, current and complete information about yourself or the organization you represent. You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s username, password, or other account information. 

When registering for an account, you will be required to provide all the necessary information for creating your account. You are entirely responsible for the security and confidentiality of your email and password and agree not to share these details with any person who is not authorized to use your account. You also agree to promptly notify us of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to the Services. In addition, you agree to exit from your account at the end of each session.

(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; and (ii) has the right to provide the Services without violating the rights of any third party.

(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 you are going to use the Services. 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. 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 regarding your products/services, as well as the legality of any leads and your potential customers (hereinafter referred to as “Prospects”). You may not use the Services in a manner that constitutes “unlawful” spam or impermissible email marketing. 

(g) Client Data. “Client Data” means, information, data, personally identifiable information, and other content, other than Aggregated Data, in any form or medium, that is submitted, posted, or otherwise transmitted by or on your behalf through the Services. “Aggregated Data” means data and information related to your use of the Services that are used by SSC in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services, to develop and make improvements to the Services, and for any other business purpose.

SSC acknowledges that, as between SSC and you, you own all rights, title, and interest, including all intellectual property rights, in and to the Client Data. You hereby grant to SSC a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for SSC to provide the Services, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Client Data incorporated within the Aggregated Data. 

You represent and warrant that you possess sufficient rights in and to the Client Data and that you have obtained all the required consents from Prospects, as may be necessary, to permit the use contemplated under this Agreement. In the event that you purchase Services or request that SSC collect personally identifiable information from customers, clients, prospects, or any other identifiable person in connection with the Services: (a) you shall (i) provide all required notices and obtain all necessary consents for SSC to collect, process, disclose, share, transfer, or otherwise use customers, clients, prospects, and other identifiable persons, including all personally identifiable information and other data in connection with the Services; (ii) maintain a privacy policy that accurately reflects your (and SSC’s) use of the personally identifiable information; and (iii) comply with all applicable data privacy and data security laws; (b) SSC will act on your behalf as data processor, and (c) the data processing shall be governed by the data processing agreement (“DPA”). 

(h) AI Technology. By agreeing to this Agreement, you expressly grant SSC the right to utilize the CHATGPT technology or similar technologies for the purpose of crafting and personalizing emails as part of the Services. You acknowledge and agree that SSC shall not be held liable for any errors, omissions, or inaccuracies generated by the CHATGPT technology in the personalized emails.

2. Termination.

(a) Term. This Agreement shall commence when the payment for the Services is processed (“Effective Date”) and shall remain in effect until terminated by either Party in accordance with the provisions of this Section 2 (the “Term”). 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, and in SSC case, by giving thirty (30) calendar days prior written notice of such termination to the other Party, in accordance with Section 6 letter (k).  

(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. 

(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.

3. Fees 

(a) Payment. You are required to pay in full on or before the first (1st) day of each month in which we, SSC, are engaged to render Services. If payment is not received on time, SSC reserves the right to suspend the performance of its Services until payment is received, or to terminate the Services. 

(b) 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.

4. Confidential Information.

(a) Confidentiality. For purposes of this Agreement, “Confidential Information”, 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, reports, drawings, plans, software (in source or object code), program listings, data file printouts, processes, data, including personal date, programs, other works of authorship, know-how, developments, designs and techniques, marketing and selling plans, licenses, prices and costs, prospects and customers of the relating to a Party’s business or technology.

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. If 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.

(b) Exceptions. Notwithstanding anything in this Agreement to the contrary, Confidential Information need not be treated as such if it is or has become: (i) published or otherwise available to the public other than by a breach of this Agreement; (ii) rightfully received by the Receiving Party from a third party without confidential limitation; (iii) approved in writing for public release by the Disclosing Party; or (iv) known to the Receiving Party prior to its first receipt of such Confidential Information from the Disclosing Party, as properly documented by the Receiving Party’s files.

(c) Terms of this Agreement. Neither Party shall disclose the contents of this Agreement to any third party without the prior written consent of the other Party, except: (i) to its advisors, investors, attorneys or auditors who have a need to know such information, (ii) as required by applicable law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, (iv) as may be required in connection with the undertakings in this Agreement; or (v) in connection with a Party’s enforcement of its rights hereunder.

5. Indemnification; Limitation of Liability.

(a) Indemnification. Each Party (an “Indemnifying 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 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.

You shall without any limitation whatsoever indemnify SSC harmless for any and all direct and indirect damages arising out of or in connection with any infringement of your obligations under Intellectual Property, Confidential Information and Data Protection. 

(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 SSC in the month preceding the claim. 

You shall without any limitation whatsoever indemnify SSC harmless for any and all direct and indirect damages arising out of or in connection with any infringement of your obligations under Intellectual Property, Confidential Information and Data Protection. 

6. Miscellaneous

(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. 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, the dispute shall be referred to the courts situated in Tel Aviv/Jaffa.

(h) 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.

(i) 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.

(j) 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.

(k) Notices. Any notice or other communication hereunder must be given in writing and shall be deemed to have been duly given if transmitted by telecommunications mechanism, including email.

When delivered to SSC, you shall use SSC’s contact details, support@smartreachai.com, and when delivered to you, SSC shall use your contact data provided when creating your account. 

(l) 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 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.