Buyer Terms of Service

Last Updated: September 1st, 2024

THESE TERMS AND CONDITIONS (THIS “Agreement“) CONSTITUTE A BINDING CONTRACT BETWEEN YOU (“you” or “Buyer“) AND SOURCIX LTD., A COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL, TOGETHER WITH ALL OF ITS AFFILIATES (“SOURCIX“, “we“, “us” and “our“). THIS AGREEMENT SHALL GOVERN BUYER’S USE OF THE PLATFORM (AS DEFINED BELOW) THROUGH WHICH BUYERS CAN SOURCE MANUFACTURING SERVICES (AS DEFINED BELOW) MADE AVAILABLE ON THE PLATFORM BY VENDORS (AS DEFINED BELOW) WHICH ARE PART OF SOURCIX’S VETTED NETWORK OF VENDORS, AND/OR MANAGE THEIR EXISTING VENDORS. 

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT. BY CLICKING “I AGREE” BELOW, OR BY OTHERWISE ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING (THE DATE OF SUCH OCCURRENCE BEING THE “Effective Date“): 

• THIS AGREEMENT, AND 
• OTHER SUPPLEMENTAL TERMS AND POLICIES REFERENCED BELOW THAT ARE EXPRESSLY STATED TO BE INCORPORATED INTO, AND MADE A PART OF, THIS AGREEMENT BY REFERENCE. 

IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.

This Agreement (including its Schedules) represents the entire agreement between you and SOURCIX with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and SOURCIX with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement, you hereby irrevocably waive, to the maximum extent legally permitted, any Law (defined below) applicable to you requiring that the Agreement be localized to meet yours language (as well as any other localization requirements) or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. 

SOURCIX reserves the right to modify this Agreement at any time by posting the modified Agreement at the website footer[●]. Such modifications will be effective ten (10) days after such posting, and your continued use of the Platform shall constitute your acceptance of such modifications. In such cases, we will also update the “Last Updated” date set forth above. Please check the above webpage regularly for any modifications.

1. DEFINITIONS AND INTERPRETATION

This Agreement contains a range of capitalized terms, some of which are defined in this Section, and some of which are defined elsewhere. The Section and sub-Section headings in this Agreement are for convenience of reading only, and may not to be used or relied upon for interpretive purposes.

“Content” means any text, data, information, images, graphics, sounds, videos, audio clips, links, and/or other similar materials. 

“Intellectual Property” means any and all inventions, discoveries, improvements, works of authorship, technical information, data, technology, know-how, show-how, designs, drawings, utility models, topography and semiconductor mask works, specifications, formulas, methods, techniques, processes, databases, computer software and programs (including object code, source code, APIs, and non-literal aspects), algorithms, architecture, records, documentation, and other similar intellectual property, in any form and embodied in any media.

“Intellectual Property Rights” means any and all rights, titles, and interests in and to Intellectual Property (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered), and includes without limitation patents, copyright and similar authorship rights, personal rights (such as Moral Rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights. 

“Law” means any federal, provincial, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.

“Manufacturing Services” any manufacturing services made available by Vendor on the Platform for the production of a product, whether through the Marketplace or not.

“Marketplace” means SOURCIX’s online marketplace on the Platform, through which Buyers may contract with SOURCIX for the procurement of Manufacturing Services by Vendor via the Platform. 

“Moral Rights” means any rights of paternity or integrity, or any right to claim authorship of a work, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any work, whether or not such would be prejudicial to the honor or reputation of the creator of the work, and any similar right, existing under judicial or statutory Law of any jurisdiction, or under any treaty.

“Order” means an order for the purchase of one or more Manufacturing Service(s), which is issued by you via the Marketplace. 

“Platform” means SOURCIX’s proprietary online marketplace platform, called SOURCIX. For the purposes of this Agreement, references herein to “Platform” shall also be deemed to include all related APIs and other technology made available by SOURCIX to enable use of the Platform.

“Privacy Policy” means SOURCIX’s then-current privacy policy available on the SOURCIX website[●]  (“Privacy Policy“). 

“Product” means a finished product made as a result of Manufacturing Services pursuant to an Order.

“Update” means an upgrade, update (such as a fix or patch), or other modification, improvement, enhancement or customization to or of the Platform.

“Vendor” means a manufacturer offering its Manufacturing Services on the Platform.  

“Vendor Content” means Content inputted or uploaded by Vendor (or by SOURCIX on Vendor’s behalf) to the Platform (such as Manufacturing Services descriptions and images, Manufacturing Services pricing and shipping information, Order statuses, Vendor’s trademarks, service marks, brand names, and logos etc.).

2. BUYER ACCOUNT

In order to seek Manufacturing Services on the Platform, you must register for an account by submitting the information requested in the applicable web form (a “Buyer Account“). You represent and warrant that all information submitted during the registration process is, and will thereafter remain, complete and accurate. As between you and SOURCIX, you alone shall be responsible and liable for maintaining the confidentiality and security of your Buyer Account credentials, as well as for all activities that occur under or in the Buyer Account. You must immediately notify SOURCIX in writing of any unauthorized access to, or use of, the Buyer Account, or any other suspected or actual breach of security or malicious use; but you also acknowledge that SOURCIX may be unable to remedy the damage or loss (or otherwise assist) in such scenarios. Personally identifiable information received during the Buyer Account registration process will be stored and used by SOURCIX in accordance with the Privacy Policy.

3. ACCESS

Subject to the terms and conditions of this Agreement, SOURCIX grants you a limited, non-exclusive, non-assignable, non-sublicensable, revocable right, during the Term (defined below), to access and use the Platform solely for your own internal business purposes of seeking and buying Manufacturing Services and utilizing the vendor management features (collectively, the “License“). 

4. ORDERING MANUFACTURING SERVICES

1. The Platform allows you to create and submit a request for a quote for Manufacturing Services (“Request”), and to select a particular quote (Winning Quote”) in two different ways:
   1. Uploading to the Platform a list of Vendors that you work with, and submitting your Request to those Vendors. Vendors from such list may bid and submit their quotes and proposals to manufacture products pursuant to your Request (“Quote”). Once you select a Winning Quote, you shall contract with such Vendor directly via the Platform, in which case you shall be responsible for finalizing all commercial and legal terms, and shall independently arrange with Vendor for such Manufacturing Services to be performed and products to be delivered, and SOURCIX shall have no liability in relation thereto (a “Direct Engagement”); or
   2. Issuing a Request via the Marketplace, such Request to be submitted only to those Vendors which have completed SOURCIX’s vetting process. Such vetted Vendors may bid and submit their Quotes to manufacture products pursuant to your Request. Once you select a Winning Quote, you issue your Order via the Marketplace and SOURCIX will contract directly with you for the performance of Manufacturing Services by such Vendor (a “Marketplace Order”). The terms at Appendix A (“Marketplace Terms”) shall apply to Marketplace Orders. 
2. By submitting a Request, Buyer warrants and represents that the Quote Request is accurate and authorizes (a) SOURCIX to reproduce, distribute and display the Request on the Platform and (b) Vendors to receive, view and consider the Quote.

5. USAGE RESTRICTIONS

You shall not (and shall not permit or encourage any third party to) do any of the following: (a) reproduce the Platform; (b) sell, assign, lease, lend, rent, distribute, or make available the Platform to any third party, or otherwise offer or use the Platform in a time-sharing, outsourcing, or service bureau environment, nor will you allow any third party to use the Platform through your Buyer Account; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of the Platform; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Platform; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Platform; (f) make a derivative work of the Platform, or use the Platform to develop any service or Manufacturing Services that is the same as (or substantially similar to or competitive with) the Platform; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Platform; (i) take any action that imposes or may impose (at SOURCIX’s sole discretion) an unreasonable or disproportionately large load on the Platform’s infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Platform; and/or (j) use the Platform to infringe, misappropriate or violate any third party’s Intellectual Property Rights, or any Law.

6. THIRD PARTY SOFTWARE

The Platform may include third party software components that are subject to open source and/or pass-through commercial licenses and/or notices (“Third Party Software” and “Third Party Software Terms and Notices“, respectively). SOURCIX may make available a current list of such Third Party Software and Third Party Software Terms and Notices. You acknowledge that your use of the Platform is also governed by such Third Party Software Terms and Notices, and that to the extent of any conflict between this Agreement and any Third Party Software Terms and Notices, the latter shall control. Notwithstanding the foregoing sentence or anything in this Agreement to the contrary, SOURCIX does not make any representation, warranty, guarantee, or condition, and does not undertake any defense or indemnification with respect to any Third Party Software.

7. THIRD PARTY CONTENT AND SOURCES

The Platform may present, or otherwise allow you to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by SOURCIX (such Content, “Third Party Content“). The Platform may also enable you to communicate with the related third parties. The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by SOURCIX of such Third Party Content or third party, nor any affiliation between SOURCIX and such third party.

SOURCIX does not assume any responsibility or liability for Third Party Content, or any third party’s terms of use, privacy policies, actions, omissions, or practices.

8. BUYER CONTENT

1. Responsibility. As between you and SOURCIX, you are solely responsible and liable for any Content you may submit and for the consequences of publishing it (including, but not limited to, for obtaining any consents from individuals appearing therein), and for the way in which it is used by others, and you agree to hold SOURCIX harmless, and expressly releases SOURCIX, from any and all liability arising from such Content. Without limiting the generality of the foregoing sentence, you acknowledge and agree that when accessing and using the Platform: (i) you will be exposed to Content from a variety of other users, and that SOURCIX is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such Content; and (b) you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable. You hereby irrevocably waive any legal or equitable rights or remedies you may have against SOURCIX with respect to such Content.
2. No Obligation by SOURCIX. SOURCIX has no obligation to accept, display, review or maintain any Content. SOURCIX  may, without notice, edit, replace and/or delete your Content, including, but not limited to, if SOURCIX: (a) determines that you are in breach of any provision of this Agreement or have violated (or are suspected by SOURCIX  of violating) any Law; and/or (b) deems it helpful or reasonably necessary to comply with any applicable Law, legal process, or governmental request, to enforce the Agreement (including investigations of potential violations thereof), to detect, prevent, or otherwise address fraud, security issues, and/or to protect against harm to the rights, property or safety of SOURCIX, its users, or the public.

9.  DIRECT ENGAGEMENTS

In respect of any offering of Manufacturing Services through a Direct Engagement, and each Vendor thereof, SOURCIX makes no representation, warranty, guarantee, or condition as to whether: (a) Vendor has obtained any licenses, permissions, consents, approvals, authorizations or has the appropriately skilled personnel required to provide the Manufacturing Services,; (e) information about the Manufacturing Services appearing on the Platform is accurate; (c) Vendor is able to fulfill any order or provide any Manufacturing Services it offers. SOURCIX shall have no liability for the acts, errors, omissions, representations, warranties, breaches, or negligence of any Vendor or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom; You hereby irrevocably waive any legal or equitable rights or remedies you may have against SOURCIX with respect to any and all Vendor Content and/or Manufacturing Services related to Vendors you interact with through the Marketplace, or with respect to any Direct Engagement.

Without derogating from the above paragraph, in respect to Direct Engagements: 

1. You are purchasing Manufacturing Services from the respective Vendor only (and not from SOURCIX), and SOURCIX has no authority to act on behalf of the Vendor. Vendor shall be responsible to Buyer for the manufacture of the product, the arrangements regarding payment, delivery, specifications, warranties and any other relevant terms.
2. You shall share any requests, specifications, complaints and/or any communication directly to Vendors. SOURCIX shall assume no responsibility for any claims or complaints related to the Manufacturing Services. 
3. SOURCIX may at its sole discretion offer to act as an intermediary between you and or assist you in your communications with or against the Vendor.

10. PAYMENT TERMS

1. Subscription Fees. You shall pay SOURCIX the subscription fees specified in the subscription plan page on the SOURCIX website or according to any other applicable agreement signed between the parties [●] (the “Subscription Fees“).
2. Other Fees. You shall pay SOURCIX whatever other fees or charges are specified in the Winning Quote as handling fee [●]  (“Other Fees“, and together with the Subscription Fees, the “Fees“).
3. General. Unless expressly stated otherwise: (a) all Fees are stated, and are to be paid, in U.S. Dollars; (b) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; (c) all Fees shall be paid within thirty (30) days of receipt of invoice; and (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the greater of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable law.
4. Payments to Vendors. For clarity, in the event of Direct Engagements, you shall pay the Subscription Fees to SOURCIX, and the applicable payment for Manufacturing Services to Vendor directly. In the event of Marketplace Orders, in addition to the Subscription Fees, you shall also pay SOURCIX for the cost of the Manufacturing Services as stipulated in Appendix A and further detailed in the applicable Order.  All payment terms shall be set forth in the applicable Quote.

11. UPDATES

All references herein to the “Platform” shall be deemed to include any Updates made available as well. SOURCIX may from time to time provide Updates, but shall not be under any obligation to do so. Such Updates will be supplied according to whatever then-current policies SOURCIX may have in place, and some Updates may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by SOURCIX in its sole discretion. Some Updates may include automatic updating or upgrading without any notice or obligation to you, and you consent to any such automatic updating or upgrading of the Platform. In some cases, you may be required to install the Update manually. An Update may be accompanied by separate or additional terms and conditions, in which case such terms will (as determined in such terms and conditions) apply instead of, or in addition to, this Agreement. SOURCIX may in its sole discretion charge for Updates. SOURCIX is under no obligation to provide any technical support for the Platform. 

12. OWNERSHIP AND CONTENT LICENSE

1. Platform. Buyer hereby acknowledges that the Platform is or may be protected by Intellectual Property Rights (and similar) Laws, treaties, and conventions. Any rights not expressly granted herein are hereby reserved by SOURCIX and its licensors. As between you and SOURCIX (and except for the License), SOURCIX is the sole and exclusive owner of all Intellectual Property Rights in and to the Platform, the Documentation, and all Content generated or otherwise provided or appearing on or in the Platform. For the avoidance of doubt, “SOURCIX” and “SOURCIX.ca” (and their respective logos) are trademarks of SOURCIX, and all other trademarks appearing within the Platform or Documentation are the trademarks of their respective owners.
2. Content. As between you and SOURCIX, you are the sole and exclusive owner of any Content you may publish on the Platform. Notwithstanding such ownership: 
   1. You hereby grant SOURCIX a worldwide, assignable, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers of sublicensees), irrevocable and perpetual license, in any media format and through any media channels (now known or hereafter developed): (a) to access and use your Content to perform under this Agreement, including without limitation to provide you and Vendor with the functionality of the Platform and any technical support; and (b) to access and use your Content on an aggregated or otherwise anonymous basis for improving the Platform, marketing and promoting the Platform, analytics, and generally research and development, ((a) and (b) collectively, the “SOURCIX License“). The SOURCIX License shall survive any termination of this Agreement.
   2. To the extent you have any Moral Rights in or to any of your Content, you hereby irrevocably waive (and agrees never to assert) against SOURCIX, SOURCIX’s licensors and suppliers, and/or any other Platform user, any such Moral Rights.
3. Feedback. If you provide SOURCIX with any ideas, suggestions, or similar feedback about performance of the Platform and/or for improving the Platform (“Feedback“), you hereby grant SOURCIX a worldwide, assignable, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers of sublicensees), irrevocable, and perpetual license, in any media format and through any media channels (now known or hereafter developed), to access, use, reproduce, distribute, publish, broadcast, make available to the public, modify, adapt, edit, create derivative works of, publicly display, publicly perform, and otherwise commercially exploit such Feedback (the “Feedback License“). You hereby represent and warrant that: (A) your Feedback does not, and will not, infringe, misappropriate or violate any third party’s Intellectual Property Rights, or any Law; and (B) you have obtained, and will maintain during and after any termination of this Agreement, all licenses, permissions, consents, approvals, and authorizations required to grant the Feedback License. The Feedback License shall survive any termination of this Agreement.

13. CONFIDENTIALITY

Each party (the “Recipient“) may have access to certain non-public or proprietary information and materials of the other party (the “Discloser“), whether in tangible or intangible form, including but not limited to any and all specifications, formulas, artwork, designs, drawings, code, inventions, prototypes, computer programs, algorithms, records, data, ideas, methods, techniques, processes and projections, plans, materials, analyses, notes, legal documents, and other data and information (in whatever form), as well as improvements, patents (whether pending or registered), trade secrets, and any know-how related thereto, relating to Discloser, and information learned by Recipient from Discloser through inspection, that relates to Discloser’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel or third-party confidential information (“Confidential Information“). you acknowledge that SOURCIX’s Confidential Information shall include Content provided by you. The parties agree that each of the provisions of this Agreement (including without limitation pricing and payment terms) are the Confidential Information of SOURCIX. Confidential Information shall not include information and material which: (a) at the time of disclosure by Discloser to Recipient hereunder, is in the public domain; (b) after disclosure by Discloser to Recipient hereunder, becomes part of the public domain through no fault of the Recipient; (c) was rightfully in the Recipient’s possession at the time of disclosure by the Discloser hereunder, and which is not subject to prior continuing obligations of confidentiality; (d) is rightfully disclosed to the Recipient by a third party having the lawful right to do so; or (e) independently developed by the Recipient without use of, or reliance upon, Confidential Information received from the Discloser. The Recipient shall not disclose the Discloser’s Confidential Information to any third party, except to its employees, advisers, agents and investors with a need to know in order to perform the obligations herein, subject to substantially similar written confidentiality undertakings), and subject to Recipient remaining at all times liable for acts and/or omissions of third parties with whom it shares Confidential Information. Recipient shall take commercially reasonable measures, at a level at least as protective as those taken to protect its own Confidential Information of like nature (but in no event less than a reasonable level), to protect the Discloser’s Confidential Information within its possession or control, from disclosure to a third party. The Recipient shall use the Discloser’s Confidential Information solely for the purposes expressly permitted under this Agreement. In the event that Recipient is required to disclose Confidential Information of the Discloser pursuant to any Law, regulation, or governmental or judicial order, the Recipient will (a) promptly notify Discloser in writing of such Law, regulation or order, (b) reasonably cooperate with Discloser in opposing such disclosure, (c) only disclose to the extent required by such Law, regulation or order (as the case may be). Upon termination of this Agreement, or otherwise upon written request by the Discloser, the Recipient shall promptly return to Discloser or destroy (at Recipient’s option) its Confidential Information (or if embodied electronically, permanently erase it), and certify compliance writing. Recipient hereby acknowledges that a breach of this Section could cause irreparable harm and significant injury to Discloser and the Buyers that may be difficult to ascertain. Accordingly, Recipient agrees that Discloser, in addition to any other right or remedy that they may have available to it at law or in equity, will have the right to seek and obtain immediate injunctive relief in any jurisdiction to enforce obligations under this Section without the necessity of proving actual damages and without the necessity of posting bond or making any undertaking in connection therewith. SOURCIX warrants and represents that your list of Vendors provided to SOURCIX through a Direct Engagement and updated from time to time will constitute Confidential Information which will be kept in strict confidence and will be used solely for the purpose of providing you with the Platform and its features. 

14. DISCLAIMERS

1. THE PLATFORM, DOCUMENTATION, AND ANY CONTENT WHATSOEVER ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY SOURCIX AND ITS LICENSORS AND SUPPLIERS.
2. IN ADDITION, NEITHER SOURCIX NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION:
   1. REGARDING THE POSSIBILITY OR PROBABILITY OF CONCLUDING TRANSACTIONS WITH VENDORS, OR OF RECEIVING RESPONSES TO YOUR REQUESTS, OR THAT VENDORS OR SOURCIX WILL ULTIMATELY CONTRACT WITH YOU TO PROVIDE MANUFACTURING SERVICES (EVEN IF YOU SELECT A WINNING QUOTE); 
   2. IN RESPECT OF DIRECT ENGAGEMENTS, REGARDING THE CONTRACTUAL OR BUSINESS RELATIONSHIP (OR LACK THEREOF) THAT WILL BE ENTERED INTO BETWEEN YOU AND VENDOR OR REGARDING VENDOR’S WILLINGNESS OR ABILITY TO PROVIDE MANUFACTURING SERVICES, OR REGARDING THE MANUFACTURING SERVICES AND THE PRODUCTS MANUFACTURED AS A RESULT THEREOF;
   3. REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE PLATFORM, DOCUMENTATION, OR CONTENT;  
   4. THAT YOUR USE OF, OR RELIANCE UPON, THE PLATFORM, DOCUMENTATION, OR CONTENT WILL MEET YOUR REQUIRMENTS OR EXPECTATIONS;
   5. THAT THE PLATFORM, DOCUMENTATION, OR CONTENT WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED; OR
   6. REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS.
3. Some jurisdictions’ Laws do not allow the disclaimer of certain implied warranties or conditions, and to the extent applicable to you, SOURCIX limits the duration of such warranties and conditions to the duration of ninety (90) days from the Effective Date. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION (DISCLAIMER) IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SOURCIX.

15. LIMITATION OF LIABILITY

1. IN NO EVENT SHALL SOURCIX OR ANY OF ITS LICENSORS OR SUPPLIERS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:
   1. ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; 
   2. ANY LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS;
   3. ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR
   4. THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
      THE COMBINED AGGREGATE LIABILITY OF SOURCIX UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE LOWER OF: (A) ONE THOUSAND U.S. DOLLARS (US $1,000), AND (B) THE AMOUNT ACTUALLY PAID BY YOU (IF ANY) TO SOURCIX DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.
2. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF SOURCIX HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT LIABILITY.
3. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY TO ANY SOURCIX LIABILITY ARISING: (A) FROM DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; OR (B) FROM FRAUD.  
4. Some jurisdictions’ Laws do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to you, such exclusions and limitations shall not apply.  YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION (LIMITATION OF LIABILITY) IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SOURCIX.

16. INDEMNIFICATION

If any third party (including, but not limited to, a regulatory or governmental authority or a Vendor) brings any kind of demand, claim, suit, action or proceeding against SOURCIX and/or any of our respective directors, officers, founders, employees, or representatives (each, an “Indemnitee“), and it is based upon or arises from:

1. Your use of the Platform; and/or
2. Your breach of any provision of this Agreement,

(each of the foregoing, an “Indemnity Claim“) then, upon written request by SOURCIX (to be decided in its sole discretion), you agree to assume full control of the defense and settlement of the Indemnity Claim; provided, however, that (i) SOURCIX reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Indemnity Claim, and in such cases you agree to reasonably cooperate with SOURCIX’s defense activities at your own cost and expense; and (ii) you shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s).

In addition, and regardless of whether (or the extent to which) you controlled or participated in the defense and/or settlement of an Indemnity Claim, you agree to indemnify and hold harmless the Indemnitee(s) for and against: (A) any costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnitee(s) in the defense of the Indemnity Claim; and (B) any amounts awarded against, or imposed upon, the Indemnitee (C) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including without limitation any fines or penalties).

17. TERM AND TERMINATION

1. Term. This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance herewith (the “Term“).
2. Termination for Convenience by SOURCIX. SOURCIX reserves the right to immediately terminate this Agreement, or otherwise modify, suspend or discontinue your access to and use of the Platform (or any part thereof), for any reason whatsoever, at any time, upon notice to you, and you agree that SOURCIX shall have no liability to you for any such termination, modification, suspension or discontinuance. Upon termination for convenience by SOURCIX pursuant to this Section, SOURCIX shall refund you any prepaid Subscription Fees covering the remainder of the term of your subscription after the effective day of termination. Existing Orders shall not be affected by such termination. In no event shall any termination for convenience relieve you of your obligation to pay any fees payable to SOURCIX for the period prior to the effective date of termination.
3. Termination for Breach. Each party may terminate this Agreement immediately upon written notice to the other party: (a) if the other party commits a material breach under this Agreement and fails to cure that breach within thirty (30) days after receipt of written notice specifying the material breach; and/or (b) if the other party is declared bankrupt by a judicial decision, or, in the event an involuntary bankruptcy action is filed against such other party, it has not taken, within sixty (60) days from service of such action to such party, any possible action under applicable law for such filed action to be dismissed.

18. CONSEQUENCES OF TERMINATION; SURVIVAL

Upon termination of this Agreement, the License will automatically terminate and be deemed revoked, and you shall immediately cease use of the Platform, except to the extent strictly necessary for you to receive any Orders purchased before the termination effective date. Sections ‎9 (Manufacturing Services) through ‎20‎ (Miscellaneous) shall survive termination of this Agreement, as shall any right, obligation or provision that is expressly stated to so survive, or that by its nature ought to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination. 

19. GOVERNING LAW

This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the State of Israel, without regard to any conflicts of laws rules or principles. Any claim, dispute or controversy under, or otherwise in connection with, this Agreement shall be subject to the exclusive jurisdiction and venue of the courts located in Tel Aviv, Israel, and you hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAUSE OR CAUSE OF ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR ELSE YOU AGREE THAT SUCH CLAIM OR CAUSE OF ACTION WILL BE PERMANENTLY BARRED.

20. MISCELLANEOUS

1. Assignment. SOURCIX may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you shall not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without SOURCIX’s express prior written consent. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement binds and benefits each party and its respective successors and assigns.
2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
3. Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
4. Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by SOURCIX, the writing must be duly signed by an authorized representative of SOURCIX), and shall be valid only in the specific instance in which given.
5. Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.
6. Notices. You agree that SOURCIX may send you notices by email, via your Buyer Account, by regular mail, and/or via postings on or through the Platform.
7. No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement (such as SOURCIX’s licensors and suppliers, and Indemnitees), (i) there shall be no third-party beneficiaries of or under this Agreement, and (ii) a person who is not a party to this Agreement has no right to enforce or to enjoy the benefit of any term of this Agreement.
8. Force Majeure. SOURCIX shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) act of God, (b) pandemic, war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) storm, snow or inclement weather, and/or (e) other similar cause beyond SOURCIX’s reasonable control For the avoidance of doubt, any problems relating to the hosting of the Platform shall not be deemed within SOURCIX’s reasonable control.
9. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

APPENDIX A – Marketplace Terms

1. VETTED VENDORS

For clarity, the Marketplace allows you to contract only with those Vendors which have completed SOURCIX’s vetting process. SOURCIX reserves the right to choose the Vendors participating in the Marketplace at its sole discretion. All Vendors are bound by strict confidentiality obligations.

2. ORDERS AND PAYMENT

When you issue an Order via the Marketplace, you hereby instruct SOURCIX to issue an Order to the relevant Vendors who submitted a Winning Quote. 

In addition to the Subscription Fees as stipulated in Section 10 of the Agreement above, you shall pay SOURCIX the cost of Manufacturing Services as agreed in the Winning Quote. All commercial and legal terms regarding the Manufacturing Services, including cost and payment terms, will be detailed in the Order. In the event of conflict between the Order and this Agreement (including this Appendix A), this Agreement shall prevail.

3. DELIVERY

Delivery of the Products shall be made CIP (Incoterms 2020) and shall be delivered to the place of delivery agreed in the Quote and/or Order (“Delivery Point”), in accordance with the estimated delivery date and estimated lead time specified by SOURCIX. Risk of loss and damage of the Products will transfer to Buyer at the Delivery Point. 

In the event of a production delay which exceeds ten (10) business days, you may accept partial shipment at your option, if any, and have the right to elect to extend the delivery date. SOURCIX may provide you with a delivery delay discount of

2.5% reduction of the payable fees for Manufacturing Services for every business day of delay, up to a maximum discount of 25%, starting after the 10th business day of delay;, if SOURCIX considers, at its sole discretion, that it would be reasonable to do so, following review of the cause for such delay by Vendor.

4. ACCEPTANCE

Within 10 days from receipt of the Products, you may accept or reject the Products and notify SOURCIX in writing thereof through the Platform. In the event that any Product is rejected by you within such period due to non-conformance with the applicable specifications or for an incorrect Product or number of Products being delivered, you shall specify in your notice the reasons for the rejection providing sufficient documentation of such, and subject to SOURCIX’s review of the Product, SOURCIX shall use reasonable efforts to require Vendor to collect, correct and/or re-produce such Product and deliver a non-faulty Product to Buyer at no additional cost. If SOURCIX reasonably determines that the Product you reject is not in fact nonconforming or incorrect according to the previous sentence, you shall be liable for the cost of collection or correction thereof.

5. OWNERSHIP OF PRODUCT

You are the sole owner of any and all intellectual property rights relating to the Products and to your Content, including any specifications and/or instructions provided by you (“Buyer IP”). 

You shall provide SOURCIX and Vendor with any markings and identification, which include trademarks, service marks, trade names or logos identifying the Products or you or your affiliates (“Marks”), providing guidelines as required and updated from time to time. You hereby grant SOURCIX and Vendor a limited license with respect to the Marks, solely for the above-mentioned use and solely with respect to the applicable Order.

6. YOUR COMMUNICATIONS

You may submit a complaint, communication or request with respect to Vendor through the Marketplace. SOURCIX shall notify Vendor of the same, and shall use its best effort to reply with a reasonable solution to remediate any concern or complaint raised, and to assist you in your communications with or against the Vendor.

7. NON-SOLICITATION

Except for Marketplace Orders, you shall not, directly or indirectly, engage in any manufacturing activity with any Vendor (other than Vvendors you provided, which were not vetted by SOURCIX) without the prior written consent of SOURCIX and shall not be permitted to contact or engage with such Vendors other than through the Marketplace.