Last Updated: September 1st,2024

THESE TERMS AND CONDITIONS (THIS “Agreement“) CONSTITUTE A BINDING CONTRACT BETWEEN THE ENTITY IDENTIFIED IN THE REGISTRATION PAGE (“Vendor” or “you“) 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 VENDOR’S USE OF THE “PLATFORM” (AS DEFINED BELOW) THROUGH WHICH PARTICIPATING VENDOR(S) CAN MAKE THEIR MANUFACTURING SERVICE (AS DEFINED BELOW) AVAILABLE TO BUYER(S) (AS DEFINED BELOW). 

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 (AS DEFINED BELOW), 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 HEREIN, WHICH ARE HEREBY 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 Appendices) represents the entire agreement between SOURCIX and Vendor 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 Vendor and SOURCIX with respect to such subject matter. Vendor acknowledges and agrees that in entering into this Agreement it has not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement; for example, statements and explanations in any FAQs or other marketing material on the Platform are for convenience only, and are not binding or a part of this Agreement. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement Vendor hereby irrevocably waives, to the maximum extent legally permitted, any Law (defined below) applicable to Vendor requiring that the Agreement be localized to meet Vendor’s language, as well as any other localization requirements.

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 Vendor’s continued use of the Platform shall constitute Vendor’s agreement to 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.

“Buyer” means a person who purchases and/or is interested in purchasing Manufacturing Services through the Platform.

“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 Service” means 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 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 SOURCIX via the Marketplace. 

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

“Privacy Policy” means SOURCIX’s then-current privacy policy available at [●]. 

“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 Content” means Content (whether or not proprietary to Vendor) inputted by Vendor to, or otherwise generated by, its Vendor Account, and/or that is otherwise provided or made available by Vendor (or by SOURCIX on Vendor’s behalf) to Buyers on the Platform (such as but not limited to Manufacturing Service descriptions, Manufacturing Service pricing and shipping information, Order statuses, Vendor’s trademarks, service marks, brand names, and logos etc.).

2. VENDOR ACCOUNT

In order to offer Manufacturing Services on the Platform, Vendor must register for an account by submitting the information requested in the applicable web form (the “Vendor Account“). Vendor represents and warrants that all information submitted during the registration process is, and will thereafter remain, complete and accurate. As between Vendor and SOURCIX, Vendor alone shall be responsible and liable for maintaining the confidentiality and security of its Vendor Account credentials, as well as for all activities that occur under or in the Vendor Account. Vendor shall immediately notify SOURCIX in writing of any unauthorized access to, or use of, the Vendor Account, or any other suspected or actual breach of security or malicious use; but Vendor also acknowledges that SOURCIX may be unable to remedy the damage or loss (or otherwise assist) in such scenarios. Personally identifiable information received during the Vendor 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 Vendor a limited, non-exclusive, non-assignable, non-sublicensable, revocable right, during the Term (defined below), to access and use the Platform, solely for Vendor’s own internal business purposes of promoting its Manufacturing Services and utilizing the vendor management features (collectively, the “License“). 

4. ORDERING MANUFACTURING SERVICES

1. The Platform allows Buyers to create and submit a request for a quote for a 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 Buyer works with and submitting their Request to those Vendors. Vendors from such list may bid and submit their quotes and proposals to manufacture products pursuant to Buyers’ Requests (“Quote”). Once Buyer selects a Winning Quote, Buyer and Vendor shall contract directly via the Platform, in which case Buyer and Vendor shall be responsible for finalizing all commercial and legal terms, and shall independently arrange via the Platform with Vendor for 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 who participate in the Marketplace may bid and submit Quotes to manufacture products pursuant to Buyer’s Request. Once Buyer selects a Winning Quote, Buyer instructs SOURCIX to issue an Order via the Marketplace and SOURCIX will contract directly with Vendor for the performance of Manufacturing Services by Vendor (a “Marketplace Order”). The terms at Appendix A (“Marketplace Terms”) shall apply to Marketplace Orders. For clarity, only Vendors who have been vetted by SOURCIX pursuant to the Marketplace Terms may accept Orders via the Marketplace.
2. By submitting a Quote, Vendor warrants and represents that the Quote is accurate and authorizes (a) SOURCIX to reproduce, distribute and display the Quote on the Platform and (b) Buyers to receive, view and consider the Quote.

5. USAGE RESTRICTIONS

Vendor 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 Vendor 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 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. Vendor acknowledges that Vendor’s 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. 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 Vendor 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 Vendor to communicate with the related third parties. The display or communication to Vendor 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. VENDOR CONTENT

1. Responsibility. As between Vendor and SOURCIX, Vendor is solely responsible and liable for its Vendor Content, 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 Vendor agrees to hold SOURCIX harmless, and expressly releases SOURCIX, from any and all liability arising from such Vendor Content. Vendor hereby represents and warrants that: (a) its Vendor Content does not, and will not, infringe, misappropriate, or violate any third party’s Intellectual Property Rights, or any Law; (b) its Vendor Content is not, and will not be, disparaging, libelous, threatening, offensive, harassing, deceptive, abusive, promoting of violence, illegal drugs, illegal arms trafficking, or illegal gambling, and does not, and will not, contain obscenity or pornography, create any risk to a person’s safety or health, impersonate another person, compromise national security, or interfere with an investigation by law enforcement; (c) its Vendor  Content does not, and will not, contain any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Platform; (d) its Vendor  Content is correct, complete, accurate, and up to date; and (e) Vendor has obtained, and will maintain during and (to the extent applicable) after any termination of this Agreement, any and all licenses, permissions, consents, approvals, and authorizations required to enter into this Agreement, to contract with and deliver to Buyers and to grant the SOURCIX  License (defined below).
2. No Obligation by SOURCIX. SOURCIX has no obligation to accept, display, review or maintain any Vendor Content. SOURCIX  may, without notice, edit, replace and/or delete your Vendor Content, including, but not limited to, if SOURCIX: (a) determines that Vendor  is in breach of any provision of this Agreement or has 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.
3. No Endorsement. Vendor agrees not to represent or suggest, directly or indirectly, the endorsement of any Vendor Content by SOURCIX or any other user of the Platform. Additionally, SOURCIX may use mechanisms that rate or review, or allow Buyers to rate or review, Vendor’s Manufacturing Services and SOURCIX may make these ratings publicly available. SOURCIX will have no liability to Vendor for the content or accuracy of any ratings or reviews.

9. VENDOR OBLIGATIONS

1. Manufacturing Services. In respect of each Manufacturing Service and any Vendor Content, Vendor  hereby represents and warrants that: (a) Vendor has obtained all licenses, permissions, consents, approvals, and authorizations required to sell and/or offer the Manufacturing Service and to perform all its obligations under this Agreement, and that performance of this Agreement does not, and will not, infringe, misappropriate, or violate any third party’s Intellectual Property Rights, or any Law; (b) it has, and shall retain for the term of the Agreement, qualified and dedicated staff with the appropriate level of expertise, skills and knowledge to perform the obligations and meet the requirements contemplated in the Agreement in a timely and diligent manner; (c) it is free to provide the Manufacturing Services, upon the terms contained in this Agreement and there are no contracts and/or restrictive covenants preventing full performance of Vendor’s duties and obligations under this Agreement; (d) it will perform its duties and obligations under this Agreement with the highest degree of professionalism; and (e) the applicable details and any specific terms and conditions for each Manufacturing Service will be clearly displayed and communicated to SOURCIX and the applicable Buyer, and shall include all the information relating to the Manufacturing Service. Upon request by SOURCIX and/or Buyer, Vendor will promptly furnish SOURCIX and/or Buyer with appropriate information and documentation demonstrating Vendor’s compliance with the foregoing representations and warranties. Vendor shall provide the Manufacturing Services in accordance with the Request, and any agreed applicable supplemental terms and applicable specifications including the Order. Vendors shall be responsible for the performance and quality of their services in accordance with the Order and these terms. Vendor agrees to act in good faith in its use of the Platform and the performance of the Order and these terms. Vendor shall comply with all applicable national, state, and local laws and regulations governing its performance of Manufacturing Services in the course of this Agreement including without limitation, any export controls laws and regulations as may be updated from time to time. Vendor shall be responsible for ensuring that the provisions of this Agreement apply to any subcontractors. Vendor shall provide SOURCIX and/or Buyer with all necessary documentation necessary for SOURCIX and/or Buyer to arrange any needed paperwork and obtain any permits or certifications in Israel or other countries in which the products will be marketed and sold, including cooperating with SOURCIX and/or Buyer in the provision of any reasonably requested information regarding the manufacture of the products. Vendor shall indemnify and hold SOURCIX and Buyer harmless for all claims, demands, costs, fines or penalties, including reasonable attorney’s fees and all other expenses arising in connection with Vendor’s failure to comply with any of the said requirements set forth above.
2. Direct Engagements.
   The following terms and conditions shall apply only to Direct Engagements:
   1. Vendor shall be responsible directly to Buyer for the manufacture of the product, the arrangements regarding payment, delivery (if applicable), specifications, warranties and any other relevant terms.
   2. Vendor shall deal directly with Buyers’ complaints. 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 Vendor and Buyer(s) or assist Buyer(s) in its communications with or against the Vendor.

10. 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. Some Updates may include automatic updating or upgrading without any notice or obligation to Vendor, and Vendor consents to any such automatic updating or upgrading of the Platform. In some cases, Vendor 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.

11. OWNERSHIP AND CONTENT LICENSE

1. Platform. Vendor 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 Vendor  and SOURCIX (and except for the License), SOURCIX is the sole and exclusive owner of all Intellectual Property Rights in and to the Platform, and all Content generated or otherwise provided or appearing on or in the Platform (except to the extent such Content constitutes Vendor  Content). For the avoidance of doubt, “SOURCIX”, and “SOURCIXAI” (and their respective logos) are trademarks of SOURCIX, and all other trademarks appearing within the Platform or SOURCIX documentation are the trademarks of their respective owners.
2. Vendor Content Ownership and Licenses. As between Vendor and SOURCIX, Vendor is the sole and exclusive owner of its Vendor Content. Notwithstanding such ownership:
   1. Vendor hereby grants 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 Vendor Content to perform under this Agreement, including without limitation to provide Vendor with the functionality of the Platform and any technical support; and (b) to access and use Vendor 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 Vendor has any Moral Rights in or to any of its Vendor Content, Vendor hereby irrevocably waives (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 Vendor provides SOURCIX with any ideas, suggestions, or similar feedback about performance of the Platform and/or for improving the Platform (“Feedback“), Vendor  hereby grants 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“). Vendor hereby represents and warrants that: (A) its Feedback does not, and will not, infringe, misappropriate or violate any third party’s Intellectual Property Rights, or any Law; and (B) it has 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.

12. 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“). Vendor acknowledges that SOURCIX’s Confidential Information shall include Content provided by Buyers. 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.

13. DISCLAIMERS

1. THE PLATFORM, DOCUMENTATION, AND ANY CONTENT WHATSOEVER ARE PROVIDED AND MADE AVAILABLE TO VENDOR 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 VENDOR ABILITY, 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 BUYERS, OR OF BEING SELECTED AS THE WINNING QUOTE, OR THAT BUYER OR SOURCIX WILL ULTIMATELY CONTRACT WITH VENDOR FOR MANUFACTURING SERVICES (EVEN IF VENDOR IS SELECTED AS THE WINNING QUOTE); 
   2. FOR DIRECT ENGAGEMENTS, REGARDING THE CONTRACTUAL OR BUSINESS RELATIONSHIP (OR LACK THEREOF) THAT WILL BE ENTERED INTO BETWEEN BUYER AND VENDOR OR REGARDING BUYER’S ABILITY OR WILLINGNESS TO PAY VENDOR;
   3. REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE PLATFORM, DOCUMENTATION, OR SUCH CONTENT;  
   4. THAT VENDOR’S USE OF, OR RELIANCE UPON, THE PLATFORM, DOCUMENTATION, OR SUCH CONTENT WILL MEET VENDOR’S REQUIRMENTS OR EXPECTATIONS;
   5. THAT THE PLATFORM, DOCUMENTATION, OR SUCH 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 Vendor, SOURCIX limits the duration of such warranties and conditions to the duration of ninety (90) days from the Effective Date. VENDOR ACKNOWLEDGES AND AGREES THAT THIS SECTION (DISCLAIMER) IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN VENDOR AND SOURCIX.

14. 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.
2. THE COMBINED AGGREGATE LIABILITY OF SOURCIX UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED  ONE THOUSAND U.S. DOLLARS (US $1,000). 
3. 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.
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 Vendor, such exclusions and limitations shall not apply.  VENDOR ACKNOWLEDGES AND AGREES THAT THIS SECTION (LIMITATION OF LIABILITY) IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN VENDOR AND SOURCIX.

15. INDEMNIFICATION

If any third party brings any kind of demand, claim, suit, action or proceeding against SOURCIX, Buyers and/or any of its respective directors, officers, founders, employees, or representatives (each, an “Indemnitee“), and it is based upon or arises from:

1. Vendor’s use of the Platform; 
2. Any Manufacturing Services listed by Vendor on the Platform and/or provided by Vendor, including any product manufactured by Vendor; 
3. Vendor’s fraud, willful misconduct and/or gross negligence; and/or
4. Vendor’s breach of any provision of this Agreement (including, but not limited to, any inaccuracy of any of Vendor’s representations and warranties herein)

(each of the foregoing, an “Indemnity Claim“) then, upon written request by SOURCIX (to be decided in its sole discretion), Vendor  agrees 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 Vendor agrees to reasonably cooperate with SOURCIX’s defense activities at Vendor ‘s own cost and expense; and (ii) Vendor  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) Vendor controlled or participated in the defense and/or settlement of an Indemnity Claim, Vendor agrees 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(s) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including without limitation any fines or penalties).

16. INSURANCE

Without derogating from Vendor’s liability pursuant to this Agreement and/or Vendor’s liability under any applicable Law, during the Term of the Agreement, Vendor shall procure and maintain, at its own expense, all the necessary and customary insurances as needed to secure its obligations and potential liabilities under this Agreement and as are customary in the applicable industry in which Vendor operates. For the avoidance of doubts, the Vendor hereby confirms, that it  understands SOURCIX does not act as an insurer. 

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 Vendor’s access to and use of the Platform (or any part thereof), for any reason whatsoever, at any time, upon 14 days prior notice to Vendor, and Vendor agrees that SOURCIX shall have no liability to Vendor for any such termination, modification, suspension, or discontinuance.
3. Termination for Convenience by Vendor. Vendor may terminate this Agreement at any time and for any reason, but only by giving SOURCIX sixty (60) days’ prior written notice. If Vendor objects to any term or condition of this Agreement or any subsequent changes thereto, or becomes dissatisfied with the Platform in any way, Vendor’s sole remedy is to terminate this Agreement. Notwithstanding the foregoing, such termination will not affect existing Orders and/or Quotes provided, and without derogating from the generality of the foregoing, Vendor cannot cancel any Order it has accepted.
4. 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 Vendor shall immediately cease use of the Platform, except to the extent strictly necessary for Vendor to fulfil any Orders issued before the termination effective date. Sections ‎11 (Ownership and Content License) 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 laws of 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 of Tel Aviv, Israel and Vendor hereby irrevocably and unconditionally submits to the personal jurisdiction of such courts and waives any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. 

20. MISCELLANEOUS

1. Assignment. SOURCIX may assign this Agreement (or any of its rights and/or obligations hereunder) without Vendor’s consent, and without notice or obligation to Vendor. This Agreement is personal to Vendor, and Vendor 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 Vendor, 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. Publicity. Vendor may not use SOURCIX’s name and logo on its website and in its promotional materials to state its relationship with SOURCIX, without the prior written consent of SOURCIX.
7. Notices. Vendor agrees that SOURCIX may send Vendor notices by email, via Vendor’s Vendor Account, by regular mail, and/or via postings on or through the Platform.
8. 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.
10. 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) war, riot or civil commotion, (c) governmental acts or directives, strikes, pandemics, work stoppage, or equipment or facilities shortages, and/or (d) storms, snow or inclement weather, and/or (e) other similar cause beyond SOURCIX’s reasonable control (“Force Majeure”). For the avoidance of doubt, any problems relating to the hosting of the Platform shall not be deemed within SOURCIX’s reasonable control.
11. 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. VETTING PROCESS

In order for Vendors to gain access to the Marketplace, Vendors will undergo a vetting process which may include (i) providing information regarding Vendor’s business, range of products and/or services, pricing and processes, as reasonably requested by SOURCIX; and (ii) conducting meetings with SOURCIX. SOURCIX shall decide in its sole discretion whether to provide Vendor access to the Marketplace as a vetted Vendor.

2. ORDERS AND PAYMENT

For an Order via the Marketplace, Buyer will instruct SOURCIX to issue an Order to the relevant Vendors who submitted a Winning Quote. All commercial and legal terms regarding the Manufacturing Services will be detailed in the Order. In the event of conflict between the Order and this Agreement, including this Appendix A, the Agreement shall prevail. 

Vendor must accept Orders issued in accordance with this Agreement and shall not charge any additional fees, extras or surcharges (other than the rates quoted by Vendor in the Quote). SOURCIX shall pay Vendor the agreed price for the applicable Manufacturing Service in accordance with the Quote in accordance with any payment terms agreed therein. For clarity, SOURCIX shall not be required to make payment until it has received the applicable payment from Buyers. The payment by SOURCIX to Vendor shall be deemed inclusive of any tax or other governmental charge. For clarity, Vendor shall be responsible for any tax payments as requested under the applicable laws. SOURCIX shall also be entitled to withhold from any payments and all amounts as may be required from time to time under applicable Law.

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 agreed delivery date and lead time. Risk of loss and damage of the Products will transfer to Buyer at the Delivery Point. 

Title to the Products shall pass to SOURCIX upon point of purchase of the applicable Product(s) by Buyer, immediately prior to SOURCIX’s sale of Products to such Buyer, following which title shall pass from SOURCIX to such Buyer upon completion of the purchase by such Buyer.

Vendor shall deliver the Products by the dates specified in the Order. 

If it becomes apparent to Vendor that an agreed delivery date cannot be met (“Delivery Delay”), Vendor shall immediately inform SOURCIX thereof in writing specifying the estimated delivery date, and provide reasons for and proof of any delay. In the event of a Delivery Delay which exceeds the date pecified for delivery in the Quote, SOURCIX reserves the right to terminate the applicable Order for no further liability. SOURCIX may accept partial shipment, if any, and has the right to elect to extend the delivery date and receive from Vendor a Delivery Delay discount of 2.5% reduction of the payable fees for every business day of delay, up to a maximum discount of 25%.

4. ACCEPTANCE

Within 10 business days from receipt of the Products, Buyer shall accept or reject the Products and notify Vendor in writing thereof through the Platform. In the event that any Product is rejected by Buyer within such period due to non-conformance with the applicable specifications or for an incorrect Product or number of Products being delivered, Vendor must collect, correct and/or re-produce such Product and deliver a non-faulty Product to Buyer at no additional cost.

5. WARRANTY

Vendor warrants for a period of 2 months after the delivery of any Products pursuant to this Agreement (“Warranty Period”), that the Products are:

1. in conformance with the applicable specifications; and 
2. free from defects in materials and/or workmanship under normal use.

Vendor shall have no obligation to the extent that any failure of a Product to comply with the warranty results from or is otherwise attributable to Buyer’s: (i) negligence, mishandling, misuse and/or abuse of the Product; (ii) use of the Product other than in accordance with the applicable specifications or user manual; and/or (iii) unauthorized modifications, alterations or repairs to the Product. 

In the event of any warranty claim under this Section, Vendor will either: (i) repair or replace any defective Products; or (ii) issue a refund for any defective Products; as shall be instructed by SOURCIX in its sole discretion. 

6. OWNERSHIP OF PRODUCT

Buyer is the sole owner of any and all intellectual property rights relating to the Products and to the Buyer’s Content, including any specifications and/or instructions provided by Buyer (“Buyer IP”). Vendor hereby agrees and undertakes not to make any use of the Buyer IP other than in order to fulfill its obligations under this Agreement and shall not be entitled to manufacture the Products or provide Manufacturing Services to any third party other than Buyer using such Buyer IP.

Vendor shall assign to Buyer all right, title and interest in and to such Buyer IP. 

Vendor may be required (by Buyer or SOURCIX) to use certain markings and identification, which include trademarks, service marks, trade names or logos identifying the Products or Buyer or its affiliates (“Marks”). Such markings and identification shall be strictly in accordance with the guidelines as may be provided and updated from time to time by Buyer. Vendor is not authorized to use the Marks on any products, other than Products ordered for and delivered to Buyer, and not for any other purpose. Vendor is hereby granted a limited license with respect to the Marks, solely for the above-mentioned use and solely with respect to the applicable Order. All other use is prohibited. Vendor shall obtain no rights to or interest of any kind in any Marks which will remain the exclusive property of Buyer or its licensors.

Upon termination of this Agreement and/or as otherwise requested by Buyer, (without derogating from Section 18 of the Agreement) Vendor shall discontinue all Manufacturing Services for the benefit of each Buyer and shall promptly return or delete, in accordance with the terms set forth herein, any and all Products and any other tangible property representing Buyer IP and/or Buyer’s Confidential Information and/or any such tangible property divulged by or on behalf of Buyer and all copies thereof and shall delete any such disclosed information held by it in electronic form, if any.  

7. NON-SOLICITATION.

Except for Marketplace Orders, Vendor shall not, directly or indirectly, engage in any manufacturing activity with any Buyer without the prior written consent of SOURCIX and shall not be permitted to contact, engage with or accept payment on behalf of Buyer other than through the Marketplace.

8. BUYERS’ COMMUNICATIONS

Upon receiving a complaint, communication or request from a Buyer which has placed a Marketplace Order with Vendor, SOURCIX shall notify Vendor of the same. Vendor shall cooperate with SOURCIX in good faith and promptly reply with a reasonable solution to remediate any concern or complaint raised. SOURCIX shall assume no responsibility for any claims or complaints related to the Manufacturing Services. Vendor acknowledges and agrees that SOURCIX offers to act solely as an intermediary between Vendor and Buyer(s) and to assist Buyer(s) in its communications with or against the Vendor. 

9. AUDIT

Vendor shall maintain in the ordinary course of business appropriate records in connection with this Agreement throughout the Term of this Agreement and for at least two (2) years thereafter. Vendor agrees that SOURCIX may audit such records to determine Vendor’s compliance with this Agreement, including to confirm that information obtained as part of the vetting process outlined in Section 1 of this Appendix was and remains accurate. Any such audit shall require reasonable notice and be performed during Vendor’s normal business hours.