Brand Contract Extension

Last Updated: March 17, 2022

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Exhibit A
gComm Platform Terms and Conditions

These Terms & Conditions (“Terms”) shall govern the relationship between the Company and the Seller, and set forth the terms and conditions under which Sayollo provides its Platform and Services to Seller.

 

  1. INSERTION ORDER
    From time to time, Company and the Seller may execute an Insertion Order (“IO“). Each IO shall be governed by these Terms.

  1. SERVICES
    • The gComm Platform shall include the following services (“Services“):
      • Promotion Services“. The Company shall promote, distribute and display advertising content promoting the Seller’s Digital Assets and Offered Products to App’s Users (“Advertisement”). In addition, where agreed between the parties, the Company shall design and produce the Advertisements based on the information, text, images, video, ads, content, photo, video ads, sounds, graphics, music, logos, links and any other materials or content promoting the Seller’s Digital Assets, goods and services, etc., provided to the Company by Seller (“Promotional Materials“).
      • gComm Platform Services“. The Company shall enable Users to purchase Offered Products through the gComm Platform. The operation, management and processing of the User’s transactions, including the placement of purchase (“User Order”) and fulfillment of payments, billing and invoicing, will be made by the Company (through a third-party payment processor engaged by the Company) (“Online Transaction”).
      • “Lead Generation Services”. The Company shall provide the Seller with contact details of Users who expressed interest in the Seller’s Offered Products through the filling and completion of online form posted by the Company as part of the gComm Platform.
    • The Company shall provide Seller with access to a designated dashboard or otherwise provide Reports, as may be made available, in order to view, monitor and obtain information regarding, inter alia, User Orders and Online Transactions, and Seller Balance (as defined below). The Company shall further provide reasonable support and customer service.
    • Where applicable, the Company shall enable the integration of Seller’s Digital Assets to the gComm Platform, and shall provide the Seller with the relevant technical guidelines and documentations (“Documentations”).
    • The Services shall be provided by the Company within reasonable time following integration, and upon the execution the Agreement. The Seller shall perform the integration according to the Documentations.
    • The Seller shall be further responsible for the fulfillment of the User Order following approval of the Online Transaction, as detailed herein.

  1. SELLER’S RESPONSIBILITIES
    • gComm Platform Services
      • By listing Offered Products for sale on Seller’s Digital Assets, Seller confirms that the items comply with applicable laws and Company’s code of conduct and policies made available from time to time, and that Seller has the right to sell such Offered Products online.
      • The price stated in each Offered Product and the description thereof must be an accurate representation of the sale and the Offered Product.
      • The Offered Products shall be at the Seller’s sole responsibility. The Seller shall ensure the Offered Products’ merchantability and Seller’s assume full responsibility in connection with any claims (including of third parties) related to the Offered Products, their accuracy and lawfulness, User’s satisfaction, defects, etc.
      • The Seller’s Digital Assets shall incorporate a clear and accessible terms of use and privacy policy, detailing, among others, the Offered Products’ functionality, Seller’s obligations, shipment and returns and refund policy (“Seller’s Policies“). The Seller Policies shall comply with applicable law requirements, including those related to consumer protection laws and data protection laws. The Seller shall further comply with its obligations and warranties detailed under the Seller’s Policies.
      • The Seller shall be further responsible for the fulfillment of the User Order following an approval of the Online Transaction, including shipment, returns and refunds. Seller acknowledges that the Company does not support shipping and is solely responsible for providing the Services and Platform, in accordance with terms herein. Seller shall be responsible for the shipping of the purchased Offered Products up to the point of delivery or otherwise completing the transaction with the User.
      • Notwithstanding the above, it is hereby agreed that, the Seller’s Policies shall include, at the minimum, the following terms: (i) Offered Products shall be delivered to the User within up to twenty-five (25) days as of approval of an Online Transaction (“Delivery Period“); (iii) returns and refunds shall be subject to applicable law requirements (subject to Company’s discretion in the event of a User Dispute, as detailed below).

 

  • Lead Generation Services
    • Under the Lead Generation Services, the Seller shall be provided with applicable information, including name and contact details of Users (“Leads Data“). The Seller shall use the Leads Data solely for the purpose of contacting the Users with regards to the applicable Offered Product, in compliance with applicable laws. The Seller shall not sell or otherwise use the Leads Data for any other commercial purposes, unless the Seller shall independently obtain the User’s consent.
    • Notwithstanding the above, it is hereby clarified that with regards to Leads Data, the Seller shall bear sole responsibility for any use of such Leads Data, as further detailed under the Data Processing Agreement attached as Exhibit B to this Agreement.

 

  1. APPROVAL OF ONLINE TRANSACTION & USER DISPUTE
    • Once a User Order was made, the Company shall process the applicable orders details and payment, and shall provide the Seller with an Online Transaction Approval. The Company reserves the right, at its sole reasonable discretion, to refuse or cancel any Online Transaction without any liability for any losses or damages arising out of or in connection with such refusal or cancellation, including in the event that: (i) the User has not provided a valid payment method; (ii) User’s identity cannot be authenticated; or (iii) the User fails to meet the terms and conditions of the Company’s gComm Platform.
    • In addition, the gComm Platform includes a buyer protection plan for Online Transactions. Such buyer protection program entitles the User to submit a dispute related to the Offered Products, including in the event that the Offered Products were not shipped or received during the Shipment Period or Delivery Period, as applicable, or in the event of other disputes related to the Offered Products, including defects, discrepancies, etc. (“User Dispute“).
    • The User shall be entitled to submit a User Dispute up to thirty (30) days following Online Transaction (“Dispute Eligibility Period“). In the event a User Dispute was submitted during the Dispute Eligibility Period, the Company shall be entitled to withhold the Online Transaction amount (and the Seller’s Revenue) until the dispute is resolved.
    • The Seller undertakes to cooperate with the Company and User to resolve the User Dispute and achieve an amicable solution. The Seller shall respond to a User Dispute within up to 48 hours as of company’s notice indicating a User Dispute. In the event that: (i) the Seller has not provided response to a User Dispute within the timeframe set forth above; or (ii) in the event the Seller has not resolved the User Dispute with the User within up to five (5) days as of as of company’s notice indicating a User Dispute, the Company will have the sole discretion to determine the applicable resolution of such User Dispute, including to refund the User, deduct the applicable Seller’s Revenue Share, as well as termination of the Agreement. In the event of repetitive User Dispute, the Company shall be entitled to withhold and dispose any and all Seller Revenue Share held by the Company.
    • It is hereby clarified that the above shall be interpretated to apply any responsibility to the Company with regards to any User Order and Offered Products. Seller hereby releases Company (and Company’s officers, directors, agents, subsidiaries, affiliates, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Offered Products and a User Dispute. Once the Seller Revenue was transferred to the Seller, any User Dispute shall be resolved directly by the Seller, provided however, that the Company shall be entitled to further deduct and refunds made to a User from and Seller Revenue Share the Seller shall be entitled to.

 

  1. CONSIDERATION & REPORTS
    • The Company shall provide the Seller with access to a dashboard, enabling the Seller to view the Online Transactions per each applicable month, number of Leads, etc., all as tracked and calculated by the Company.
    • All payments shall be made based on Company’s Reports, according to the payment terms set forth under the IO.
    • The Seller shall bear all transaction fees as well as all its own taxes, duties and charges imposed or that may be imposed by any applicable governmental agency in connection with the Seller Revenue Share. Company will have the right to withhold or offset against any payments due to Seller any amounts due by Seller to Company for previous excess payment or otherwise, and to withhold and deduct from any payment any and all applicable taxes and charges, if and to the extent determined by Company to be required according to any applicable law, rule or regulation.

 

  1. REPRESENTATIONS AND WARRANTIES
    • Each party represents and warrants to the other party that: (i) it has the full corporate right, power and authority to enter into this Agreement and the execution of this Agreement does not and will not violate any other agreement; and (ii) it complies with any and all applicable laws, regulations applicable in the relevant jurisdiction, while performing its obligations hereunder.
    • The Seller hereby represents and warrants that: (i) the Seller will use the Services in good faith and in compliance with all applicable laws and regulations including laws related to anti-money laundering and counter-terrorism financing; (ii) all information and material provided by the Seller in connection with the use of the Services, including with regards to the Offered Products is true, lawful and accurate, and is not false, misleading or deceptive; (iii) the Seller has the legitimate right and all needed authorization to sell, distribute or export the Offered Products and Promotional Materials using the Services and such Offered Products and Promotional Materials do not infringe any third party’s rights; (iv) the Seller has good title to the Offered Products, and the Offered Products meet the agreed descriptions and requirements; and (v) the Promotional Materials shall not contain any content that is considered as adult content, pornographic, obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling and gambling-related, or discriminatory activity, promotes illegal drugs or arms trafficking, counterfeiting money, violates export control laws, offensive, misleading or deceptive material, or is any type of malware or spyware; and (vi) the Seller will not use or employ any misleading, fraudulent or inappropriate practices that may deceive the Users.
    • In addition, the Seller shall be solely responsible for the Promotional Materials, Digital Assets, Offered Products and any content, products or services offered therein. The Company does not have any obligation to monitor the Promotional Materials or Digital Assets, for any purpose and, as a result, is not responsible for the discrepancy or misleading actions, inaccuracy, completeness, appropriateness, legality or applicability of the Promotional Materials.

 

  1. CONTENT AND INTELLECTUAL PROPERTY.
    • Seller hereby grants Company a nontransferable, nonexclusive, royalty-free, worldwide license for the Term of the Agreement, to use any materials provided by Seller or otherwise related to the Seller and its Digital Assets, including, without limitation Seller’s logo, trademark, graphics, design, information, text, images, data, domain names, any and all graphical artwork, and other materials provided by Seller to Company (collectively, “Seller Content”), as needed for the purpose of the Services, at Company’s reasonable discretion, including without limitation, promotion of Seller’s Offered Products, Promotional Materials and Advertisements. Seller agrees to inclusion of Seller’s name, logo and trademark in marketing materials as a featured partner of Company for Company’s marketing purposes. With respect to all of the Seller Content, Seller hereby represents and warrants that: (i) Seller owns or has the necessary licenses, rights, consents, and permissions to grant the right set forth herein, that (ii) no such content will violate the rights of any person or entity (including, without limitation, intellectual property rights and privacy rights), (iii) the Seller Content is not misleading or inaccurate, and (iv) does not contains any material or data that is profane. Company reserves the right, in its sole discretion, to remove any Seller Content from the Platform at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Seller Content), or for no reason at all.
    • Company retains all rights, including any intellectual property rights in the Company’s gComm Platform and Services including, without limitation, any underline software, source code, specifications, technologies, uses, descriptions, programs, software, computer programs, hardware, know-how, trade secrets, designs, drawings, processes, manufacture, developments, copyrights, copyrights applications, inventions, continuations, discoveries, ideas, drawings, formulas, technologies, computer technology, procedures, licenses, agreements, graphics, trademarks, logos, data structures, algorithms, research and development information, Reports and any data of any sort and kind, oral, written or otherwise (“Company’s Property“). Seller hereby acknowledge that Seller has no right, title or interest in or to any Company Property, and that Seller has no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Company Property in any manner.

 

  1. CONFIDENTIALITY & DATA PROTECTION
    • Each party agrees that it will not disclose or use the Confidential Information of the other party (“Disclosing Party“) without the Disclosing Party’s prior written consent. Each party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information and to prevent the disclosure of the Disclosing Party’s Confidential Information other than to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for such party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section. This Confidentiality section shall survive any termination or expiration of this Agreement. “Confidential Information” shall mean any non-public, proprietary, confidential or trade secret information of a party that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, business procedures, technology and any related documentation, client list, developments, business partners or other information disclosed by the Disclosing Party, either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
    • The parties shall be indecently responsible for their compliance with any and all applicable laws related to data privacy and protection. In the event that, as part of the Services, Users’ personal data, as defined under applicable laws (“Personal Data“) shall be shared or disclosed between the parties shall comply with their obligations under the Data Protection Agreement attached herein as Exhibit B.

 

  1. TERM & TERMINATION.
    • This Agreement shall commence upon the Effective Date, and will continue for the Term agreed upon under the IO.
    • Notwithstanding the foregoing, Company shall have the right to terminate the Agreement: (i) at any time, upon 72 hours’ prior written notice to the Seller; (ii) immediately and without any prior written notice to Seller, in case of: (a) the Seller commits a material breach under the Agreement and such material breach is not curable or; if curable, has not been cured within 48 hours from the date of the notice on behalf of the Company requiring cure of such material breach; (b) the Seller enters into or is under dissolution or liquidation process, a bankruptcy or rehabilitation petition is filed against the Seller and is not dismissed or withdrawn within 60 days from the date of such petition being filed.
    • Upon termination of this Agreement, for any reason, the parties shall return each other any Confidential Information in their possession, or shall destroy such Confidential Information, according to the disclosing party’s request. In addition, the Seller shall cease all use of the Services and all rights and license granted herein by the Company shall be terminated immediately. Notwithstanding the above, the Seller shall comply with any and all obligations related to User Orders made prior to the effective date of termination. The Seller acknowledges and agrees that the Company will not be liable to Seller or any other person or entity for damages resulting from the termination of the Agreement.
    • Any provisions of the Agreement that by their nature are intended to survive any expiration or termination will survive expiration or termination n of the Agreement for any reason.

 

  1. DISCLAIMER & LIMITATION OF LIABILITY

THE GCOMM PLATFORM AND SERVICE ARE PROVIDED “AS-IS”. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, THE COMPANY MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT OR THOSE ARISING IN THE COURSE OF OR CONNECTED TO ITS PERFORMANCE HEREUNDER, AND DISCLAIMS ANY SUCH WARRANTIES. IN ADDITION, COMPANY DOES NOT WARRANT THAT: (I) THE SERVICE WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED; (III) THE SELLER WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM ITS USE OF THE SERVICE; OR (IV) ANY SPECIFIC CONTENT, SERVICE OR FEATURE WILL BE MADE AVAILABLE. IN ADDITION, COMPANY USES INDUSTRY STANDARDS OF DATA SECURITY MEASURES, HOWEVER COMPANY DOES NOT AND CANNOT GUARANTEE THAT STORAGE OF ANY DATA WILL BE SECURE AT ALL TIMES, AND COMPANY SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION TO GCOMM PLATFORM.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL COMPANY OR ITS SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNEES (COLLECTIVELY, “COMPANY GROUP”) BE LIABLE TO THE SELLER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING TO ANY DAMAGES FOR THE USE OR INABILITY TO USE THE SERVICE OR ANY PART THEREOF, LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, SYSTEM FAILURE OR COSTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE OR ANY PART THEREIN UNDER ANY THEORY OF LIABILITY, INCLUDING FOR CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT THE COMPANY GROUP WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.

WITHOUT DEROGATING FROM THE FOREGOING, AND OTHER THAN IN CASES OF WILLFUL MISCONDUCT, COMPANY’S MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO THE SALES REVENUE SHARE EARNED BY COMPANY DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE FIRST CLAIM TO ARISE UNDER THIS AGREEMENT.

 

  1. INDEMNIFICATION

Seller agrees to defend, indemnify and hold harmless Company its respective officers, directors, employees and agents, from and against any and all damages, claims, demands, actions, judgments, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Seller’s breach of any term of the Agreement or any other policy; (ii) Seller’s breach of any third party right, including without limitation any copyright, property, consumer right or privacy right;  (c) any claim made by the User, in connection with an Online Transaction, including without limitation, all claims regarding Seller’s Offered  Products, and Digital Assets.

 

  1. GENERAL TERMS.
    • Notices. Any notice or communication under the Agreement shall be in writing to the parties at the addresses set forth in the IO and shall be deemed to have been received by the addressee (i) if given by registered or certified mail, the third business day after such notice is deposited in the mail; or (ii) if by electronic mail it shall be deemed to have been served on the same business day.
    • Entire Agreement. The Agreement constitutes the entire understanding between the parties, and supersede all prior discussions, representations, understandings or agreements, whether oral or in writing, between the parties with respect to the subject matter of the Agreement. Any modification or amendment to the Agreement (including any IO) must be in writing and signed by authorized representatives of both parties.
    • No Agency. Company and Seller are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Agreement.
    • Waiver. Any waiver by either party of a breach of any of the terms and conditions of the Agreement must be in writing and will not be construed as a waiver of any subsequent breach of such term or condition or the waiver of the provision itself. A party’s performance after the other party’s breach shall not be construed as a waiver of that breach.
    • Assignment. Neither party shall assign the Agreement (or any part thereof) without the advance written consent of the other party, except that Company may assign the Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of the Company’s assets or voting securities.
    • Severability. If any provision of the Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that the Agreement shall otherwise remain in effect.
    • Governing Law. The Agreement and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of Israel, without regard to principles of conflicts of law provision. Seller agrees that all such disputes shall be brought to the exclusive jurisdiction of the competent courts of Tel Aviv, Israel.

Exhibit A
gComm Platform Terms and Conditions

These Terms & Conditions (“Terms”) shall govern the relationship between the Company and the Seller, and set forth the terms and conditions under which Sayollo provides its Platform and Services to Seller.

1. INSERTION ORDER 

From time to time, Company and the Seller may execute an Insertion Order (“IO“). Each IO shall be governed by these Terms.