WiseStamp Terms of referral services

Last updated: 10/26/2022

Vcita Systems Ltd., (“vcita”) develops and commercializes its WiseStamp brand e-mail signature management and automation services that Partner wishes to make available to its customers. These Terms of Referral, including any associated Subscription Form signed between vcita and Partner (collectively, the “Agreement”), govern the legal relationship between vcita and the Partner. Capitalized terms used but not defined herein shall have the meanings given to them in the Subscription Form. 

1. Definitions 

1.1. “Confidential Information” means financial, technical, legal, marketing, and/or other business information (including, but not limited to, computer programs, code, systems, applications, analyses, passwords, procedures, output, information regarding software, sales data, vendor lists, customer lists, and other customer-related information, business strategies, advertising and marketing materials, marketing plans, creative concepts, specifications, designs, and/or other material) which the disclosing party deems proprietary and/or confidential to the disclosing party. Confidential Information may be disclosed between parties in writing, orally, by display or demonstration, via access to networks or computers of the other party, or by any other means in which one party is, or becomes, in possession of Confidential Information of the other party. 

1.2. “Customer” means any of the prospect customers, Registered Customers and Active Customers (both ad defined below) of Partner. 

1.3. “Intellectual Property Rights” means all patents, patent rights, copyrights, moral rights, trade secret rights, trademark, service mark and trade dress rights and all other Intellectual Property Rights, as may exist now and/or hereafter come into existence, including any improvements, enhancements, modifications and derivatives thereof, and all renewals and extensions thereof, under the laws of the United States or any other state, country or jurisdiction, now and in the future. 

1.4. “Services” means vcita’s WiseStamp e-mail signature management and automation services described on www.wisestamp.com. 

2. Purpose; Relationship 

2.1. Purpose. The purpose of this Agreement is for Partner to market and promote the Services to its Customers and to generate leads to vcita, by means to be agreed between the parties. 

2.2. Partner acknowledges and agrees that any relationship between a Customer and vcita will be solely governed by vcita’s terms of service as amended from time to time at vcita’s sole discretion which Customers will need to separately agree to. Vcita retains the right, in its sole discretion, to refuse to offer Services to any Customer or to suspend or terminate an Active Customer or user account in the event of any breach by such Active Customers or any of its users of vcita’s terms of service, without any refund of fees. Vcita has the sole authority to determine the price and fees charged for the Services and will have the sole responsibility for providing the Services to Customers. 

2.3. Partner shall only be entitled to market the Service to Customers for such Customers’ own use and not for further resale, lease or other form of commercialization. In marketing the Service, Partner shall maintain best commercial standards of quality in accordance with

industry standards, and shall work diligently and use Partner’s best efforts to continually promote and protect the integrity of the Service. Partner shall comply with all applicable laws, including any applicable privacy laws, and all policies institutes by vcita from time to time, as notified to Partner. All costs and expenses of Partner in connection with its marketing of the Service or otherwise shall be borne solely by Partner, and vcita shall under no circumstances participate in such costs and expenses. 

2.4. In no event will Partner purport to make representations or warranties on vcita’s behalf with respect to any vcita service, or purport to act as an agent of vcita for any purpose. 

3. Fees 

3.1. In order for Partner to be entitled to receive any consideration in respect of a purchase of Service resulting from a referral, a potential customer referred through by Partner must first be registered to the Services (“Registered Customer”). A Registered Customer who actually acquires the paid Service (directly or through Partner) during the Term is referred to herein as an “Active Customer”, for as long as it continues to pay for the Service. The rules and procedures for registering a potential customer and for a Registered Customer to maintain its status as such are determined by vcita, may be changed by vcita from time to time at its sole discretion. The acquisition of the Service may be in respect of one or more seats and an Active Customer may, from time to time, add seats to an Active Customer’s account (subject to payment of the applicable additional subscription fees). Active Customers shall be entitled to the Discount Rate provided for in the Commercial Terms. 

3.2. Partner shall be entitled to receive in respect of each Active Customer the percentage of revenue share provided for in the Subscription Form for the subscription fees actually received after Discount Rate from an Active Customer by vcita during the first year of such Active Customer subscription provided that a period of 30 days has lapsed since the purchase of the Services by such Active Customer and no order of cancellation, return, or refund has been initiated regarding the Services, and net of all discounts and any other clearing costs, transaction fees, expenses or commissions incurred in connection with the transfer of funds (“Fees”). vcita may, in future payments, deduct and offset from the Fees and chargebacks, refunds, etc. made with respect to the subscription fees received from an Active Customer for which Partner was paid the Fees. The Fees constitute the full and final consideration due to Partner and Partner shall not be entitled to any additional consideration of any kind 

3.3. Any and all payments made hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or withholdings. vcita shall be entitled to withhold taxes as required by applicable law, out of any payment due from vcita to Partner. Any payment due from vcita to Partner shall be subject to the receipt from Partner of all applicable tax documentation and other information required to enable such payment, to the satisfaction of vcita. 

3.4. Payments by vcita shall be made in US$ or, if vcita so chooses, in the currency paid to it by the Customer. Payments shall be calculated on the basis of vcita’s records, which shall be deemed conclusively accurate. vcita will make payments by the 30th of each month for Fees earned in the previous calendar month. 

4. Intellectual Property 

vcita owns all right, title and interest, including all Intellectual Property Rights, in and to the any and all vcita Confidential Information, the vcita and WiseStamp logos and trademarks, the

Services, all works, ideas, and deliverables made, reduced to practice, created or developed under this Agreement (if any) which are made using vcita’s Confidential Information or vcita’s Intellectual Property Rights or any other vcita material, and all improvements, enhancements, modifications and derivatives thereof including all Intellectual Property Rights therein. 

5. Privacy 

5.1. All Customer data and Partner data provided by Partner shall remain the property of Customer or Partner, respectively, and Partner represents that it has all required consents from any and all Customers to provide any customer data and grants vcita a worldwide, limited, revocable, non-exclusive right and license to use the data during the Term solely and as necessary to carry out and for the purposes of providing the Service pursuant to this Agreement. All Customer data and Partner data will be used by vcita in accordance with its Privacy Policy which may be found at https://www.vcita.com/legal/privacy-policy and to the extent that the provisions of Regulation (EU) 2016/679 (GDPR) or of the California Consumer Privacy Act (CCPA) apply to the processing of personal data under these Terms, in accordance with the vcita’s Data Processing Addendum both which are is incorporated to this Agreement by reference and serve as an integral part of this Agreement. 

5.2. vcita shall have the right to use all aggregated, depersonalized, anonymized or statistical data and any derivative, for vcita’s marketing, research, development, and internal uses only. 

6. Confidential Information 

6.1. Each party agrees (a) to hold the other party’s Confidential Information in strict confidence, (b) not to disclose the other party’s Confidential Information to any third party, (c) not to use the other party’s Confidential Information for any purpose other than as permitted by this Agreement and (d) not copy or reverse engineer any materials disclosed under this Agreement or remove any proprietary markings from any Confidential Information. 

6.2. Each party may disclose the other party’s Confidential Information to its employees or authorized contractors who (i) have executed or are otherwise bound by a non-disclosure agreement requiring such employee or contractor to hold in confidence all third-party confidential information obtained in connection with such employment or consultancy and (ii) have a bona fide need to know such information, but only to the extent necessary to carry out this Agreement. Each party agrees to instruct all such employees and consultants not to disclose such Confidential Information to third parties without the prior written permission of the disclosing party. Upon termination of this Agreement, the receiving party will promptly destroy or return to the disclosing party all tangible items containing or consisting of the disclosing party’s Confidential Information except as may be required by law, rule, regulation or administrative order. 

6.3. Notwithstanding the foregoing, Confidential Information does not include information which: is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public; was acquired by the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure; is hereafter rightfully furnished to the receiving party by a third party, without restriction as to use or disclosure; is information which the receiving party can document was independently developed or obtained by the receiving party without use of the disclosing party’s Confidential Information; or is disclosed pursuant to the lawful requirement or order of a court or governmental agency, provided that, upon the receiving party’s request for such a disclosure, the receiving party gives prompt notice thereof to the disclosing party (unless

such notice is not possible under the circumstances, or is prohibited by such lawful order) so that the disclosing party may have the opportunity to intervene and contest such disclosure and/or seek a protective order or other appropriate remedy. 

7. Disclaimer; Limitation of Liability 

7.1. THE SERVICES WILL BE PROVIDED BY VCITA TO CUSTOMERS ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE DISCLAIMED BY VCITA TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT DEROGATING FROM THE AFORESAID, VCITA MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. VCITA DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, OR THAT THE SERVICE WILL MEET PARTNER’S OR ANY CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. VCITA SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM INTERNET AND/OR ELECTRONIC COMMUNICATIONS. 

7.2. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, VCITA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY VCITA SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE VCITA SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE OR IF VCITA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

8. Term and Termination 

8.1. Term. The term of this Agreement shall be in full force and effect during the Term as described in the Subscription Form unless terminated earlier in accordance with this Agreement. 

8.2. Termination. vcita party may terminate this Agreement at any time, by providing Partner a prior notice of at least thirty (30) days. In case of a breach by Partner, vcita shall be entitled to terminate the Agreement immediately by notice to Partner. 

8.3. Effect of Termination. Upon the termination of this Agreement, and without limiting any other provision hereof: (i) Partner shall immediately cease referring Customers to vcita and the vcita website and distributing marketing materials related to the Services; and (ii) each party shall, at the other party’s election, either promptly return or destroy all Confidential Information. All Registered Customers of Partner who are not Active Customers on the date of termination of this Agreement shall cease being considered as Registered Customers of Partner and vcita shall not be liable to Partner or any third-party for the inability of a Customer or Partner to access the Services or the vcita website and shall not have any obligations whatsoever (including no obligations to pay fees) towards Partner following termination or expiration of the Agreement. Sections 1, 4-7, 8.3, 9 and 10 shall survive any termination or expiration of this Agreement. Termination of the Agreement shall not affect

provisions that by their nature survive such termination. 

9. Use of Partner’s Name and Marks. Partner agrees that WiseStamp may include its name and logo in lists, presentations, webpages and displays used by WiseStamp which generally describe its partners. 

10. Miscellaneous 

This Agreement constitutes the entire agreement and understanding between vcita and Partner with respect to the subject matters herein. This Agreement shall be governed by the laws of the State of Israel, excluding its conflict of laws rules, and the courts in Tel-Aviv shall have exclusive jurisdiction over any matter arising in connection with this Agreement. Neither this Agreement nor any rights or obligations hereunder may be assigned or sub-contracted by Partner without the prior written consent of vcita and any assignment without such prior written consent will be void. vcita may freely assign its rights and obligations herein. Subject to any provisions herein with regard to assignment, all covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties hereto. Partner is an independent contractor of vcita and no employer-employee relations shall exist between Partner and vcita. Nothing contained in this Agreement shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between Partner and vcita. Partner does not possess any power or authority by reason of this Agreement to bind vcita, or to assume or create any obligation or responsibility, expressed or implied, on behalf of vcita, and Partner shall not represent to anyone that it possesses such power or authority. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, the validity or enforceability of any or all of the remaining portions shall not be affected.