Maryoku Vendor Agreement

BY CLICKING ON THE “SUBMIT” BUTTON YOU HEREBY AGREE TO THE TERMS AND CONDITIONS IN THIS VENDOR AGREEMENT (“Agreement”). THE AGREEMENT CONSTITUTE A BINDING CONTRACT BETWEEN YOU (“you”, “Vendor”) AND Maryoku Ltd. (“Maryoku”, “we”, “us” and “our”). 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. FURTHERMORE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE FOLLOWING:

(i) THIS AGREEMENT; AND
(ii) 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 USE OUR SERVICES (AS DEFINED BELOW).

This Agreement, together with the Maryoku Terms of Use, represents the entire agreement between Maryoku 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 Maryoku 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.

Maryoku reserves the right to modify this Agreement at any time by making available a modified version of the Agreement to each Vendor. Such modifications will be effective ten (10) days after it was made available to Vendors, and Vendor’s continued use of the Maryoku Services shall constitute Vendor’s consent 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.

At Maryoku’s sole discretion, any Maryoku obligation hereunder may be performed (in whole or in part), and any Maryoku right or remedy may be exercised (in whole or in part), by a Maryoku Affiliate (defined below).

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.

Contract” means Planner’s approval via the Platform to a Proposal, thus creating a binding contract between Planner and Vendor for the provision of the Vendor Services.

Estimated Proposal” means an estimated proposal that it made available automatically to a Planner via the Platform per such Planner’s Order Request based on Vendor’s previous proposals, Vendor Content and Vendor Questionnaire. An Estimated Proposal shall be deemed as a “Proposal” once approved by Vendor.

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, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.

“Order Request” means a request by Planner(s) to receive Proposal for the purchase of one or more Vendor Service(s) which submitted through the Platform.

“Platform” means Maryoku’s proprietary online marketplace platform, which enables Planners to generate service proposals from potential Vendors.

“Planner” means a person (whether natural or not) who created an account on the Platform in order to solicit Vendor Services.

“Proposal” means a proposal that is submitted by a Vendor as a response to Order Request.

“Vendor Content” means text, data or any information (“Content”) provided by Vendor to Maryoku in the course of submitting a Vendor Questionnaire (such as Vendor Service(s) descriptions, and pricing, discount(s) offered, and any other information related thereto).

“Vendor Questionnaire” means a questionnaire that may be sent by Maryoku to Vendor through Vendor’s email address in order to submit Proposal.

“Vendor Services” means a service provided by a Vendor and which is made available through the Platform.

2. MARYOKU SERVICES

2.1 During the Term, Maryoku may provide Vendor with business operation optimization services and proposals and/or leads generation services (“Maryoku Services”).

Vendor acknowledges that Maryoku retains its right to decide, under its sole discretion, whether or not to present Vendor’s Services in regards of an Order Request.

Upon Vendor’s receipt of an Order Request, Vendor may either: (i) submit a Proposal, or (ii) elect not to respond to such Order Request.

Vendor hereby approves that the Platform may issue Estimated Proposal to Planners with regard to Vendor Services. Upon Planner’s approval of an Estimated Proposal, Vendor may either: (i) accept such Estimated Proposal, and in such case it shall be deemed as a Contract, or (ii) reject such Estimated Proposal, or (iii) offer Planner an amended and/or new proposal which in such case shall be deemed as a Proposal. An Estimated Proposal shall not bind Vendor, unless and until Vendor approves such Estimated Proposal according to the above.

Vendor agrees and acknowledges that Proposals shall be deemed as a legal binding offer for a period of thirty (30) days from submission but shall only bind the Planner upon Planner’s approval of such Proposal. In the event that Planner has approved the Proposal, it shall constitute a Contract between the Vendor and Planner.

2.2 Vendor hereby acknowledges and agrees that any payment obligations related to a Contract shall be done exclusively through the Platform (or in any other manner ascribed by Maryoku, and no monies shall be exchanged between the Vendor and Planner outside of the Platform.

2.3 Vendor is aware that Planners may submit opinions, assessments and reviews about the events that were held by Vendors in which their services were provided (“Vendor Review”) that may be publicly displayed on the Platform. For the avoidance of doubt, we do not check, verify the correctness and reliability, censor or supervise Vendor Reviews, and therefore we do not assert any liability for any and all losses or damages that may be caused as a result from a Vendor Review.

3. VENDOR SERVICES

3.1 Following the execution of a Contract between Vendor and a Planner, Vendor shall be solely responsible and liable for fulfillment of the Vendor Services, and fulfill the undertaking made for your Vendor Services within the performance time specified therein. Immediately following the completion of the Vendor Services included in the Contract, Vendor shall notify Maryoku in order for Maryoku to initiate the payment process to the Vendor. Maryoku may request the Planner to confirm that Vendor Services were completed.

3.2 In respect of each Vendor Service, you hereby represent and warrant that: (a) you are authorized to provide the Vendor Service (and have obtained any and all licenses, permissions, consents, approvals, and authorizations required to provide the Vendor Service and to perform all your obligations under this Agreement); (b) the Vendor Services comply and shall remain in compliance with any applicable Law; (c) the Vendor Services do not and will not infringe, misappropriate, or violate any third party’s Intellectual Property Rights or any other proprietary right; (d) the Vendor Services match the corresponding Vendor Service description (and other Vendor Content) made available on the Platform and associated with such Vendor Service; and (e) the Vendor Services will be of satisfactory quality and fit for purpose, and free from defects in workmanship. Upon request by Maryoku, Vendor will promptly furnish Maryoku with appropriate information and documentation demonstrating Vendor’s compliance with the foregoing representations and warranties.

4. PAYMENT

4.1 Payment. In consideration for the Maryoku Services, Maryoku shall be entitled to receive ten percent (12%) of the amount due to Vendor, for the Vendor’s Services in connection with a Contract executed during the Term (“Service Fee”). The Service Fee shall be paid on the day of execution of the Contract. Additional ten percent (12%) of Planner’s payment shall be paid to Vendor as a down payment, upon the execution of a Contract (“Down Payment”). The remaining outstanding additional 80% of Planner’s payment, shall be paid to Vendor seven (7) days subsequent to the completion of all obligations by Vendor as set forth in the Contract (“Vendor Payout”). In the event that the Planner submits a dispute claim to Maryoku regarding the Contract, the provision of the remaining 80% shall be subject to the decision of Maryoku and the dispute resolution.

4.2 Payment Processing. The Platform uses third party payment processing services to process all payments made in connection with the Platform, and provide invoices to the applicable parties Payments to Vendor’s shall be made net ten (10) days of the Vendor Services performance completion. Except as otherwise provided in this Agreement the Maryoku Service Fees are non-refundable.

4.3 Payout Method. Vendors may be required to provide us with bank account details in order to receive payments, including but not limited to customary billing information such as name, billing address, and financial instrument information either to us or our third-party payment processing services (“Payout Method”). You must provide accurate, current, and complete information when adding a Payout Method, and it is your obligation to keep your Payout Method up-to-date at all times.

5. MODIFICATIONS AND CANCELLATIONS.

5.1 Contract Modifications. Planners and Vendors are responsible for any modifications to a Contract that they are parties to (“Contract Modifications”) provided that in case the consideration for the Vendor’s Services is increased or decreased (including as a result of changes to the Vendor’s Services in connection with such Contract) the Service Fee shall be increased and paid according to Section 4.1 (b).

5.2 Cancellation by Planners of a Contract. Planners may cancel a Contract only in accordance with Maryoku cancellation policy available at [please add link], as may be amended from time to time by Maryoku (“Cancellation Policy”). In case of such cancellation: (i) Planner will be required to pay the cancellation fee (if any) specified in the Cancellation Policy, (ii) Vendor will be entitled to receive the Vendor Payout which will be calculated on the base of the cancellation fee (if applicable). For the avoidance of doubt and unless extenuating circumstances exist, the Maryoku Service Fees, are non-refundable.

5.3 No Cancellation by Vendors. Vendor may not cancel a Contract. In addition to any remedies or damages available to us or the Planner under this Agreement or by applicable law, in case you will not perform the Vendor Services at all or not according to the Contract and/or this Agreement, Maryoku may elect not to pay or suspend payment of the Vendor Payout in case of a dispute regarding the performance of the Vendor Services.

6. DISPUTE RESOLUTION

6.1 Vendor agrees to notify Planner and Maryoku of any disputes prior filing of any claims and to negotiate in good faith any dispute informally via Maryoku representatives for at least thirty (30) days before initiating any proceeding.

6.2 Maryoku will contact Vendor at the email address Vendor has provided to Maryoku; Vendor can contact Maryoku representatives by emailing Maryoku through the “Contact us” function. If after a good faith effort to negotiate, Vendor believes that the dispute has not and cannot be resolved informally, Vendor agrees to notify Maryoku and Planner via email prior to initiating the claim.

6.3 Nothing in this Section 5 shall institute a waiver of rights by Vendor of bringing forth a claim to an authorized judicial body and the negotiation services provided by Maryoku shall be free of charge.

7. VENDOR CONTENT

7.1 Responsibility. As between Vendor and Maryoku, Vendor is solely responsible and liable for: (i) its Vendor Content accuracy; and (ii) periodically updating the Vendor card which contains Vendor Content and is available on the Platform by sending an email to: vendorRelations@maryoku.com, and Vendor agrees to hold Maryoku harmless, and expressly releases Maryoku, 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: (1) infringe, misappropriate, or violate any third party’s Intellectual Property Rights, or any Law; (2) 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; and (3) contain any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Maryoku Service; and (b) its Vendor Content is correct, complete, accurate, and up to date; and 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.

7.2 No Obligation by Maryoku. Maryoku has no obligation to (i) present Vendor, Vendor’s Services, Vendor Proposal and/or Estimated Proposal to Planners, even if Vendor has been presented to such Planners in the past; and/or (ii) accept, display, review or maintain any of Vendor Content. Maryoku may, without prior notice, delete the Vendor Content and/or Vendor Questionnaire, including, but not limited to, if Maryoku: (a) determines that Vendor is in breach of any provision of this Agreement or has violated (or is of violating) any applicable 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 Maryoku, its users, or the public.

7.3 No Endorsement. Vendor agrees not to represent or suggest, directly or indirectly, the endorsement of any Vendor Content by Maryoku.

8. OWNERSHIP AND CONTENT LICENSE

8.1 Vendor Content Ownership and Licenses. As between Vendor and Maryoku, Vendor is the sole and exclusive owner of the Vendor Content. Notwithstanding such ownership, Vendor hereby grants Maryoku a worldwide, irrevocable, sub licensable non-exclusive, royalty-free license to access and use Vendor Content to perform under this Agreement and to generate Proposals and Estimated Proposal to Planners, as well as for the purpose of improving the Platform and the Maryoku Services.

8.2 Feedback. If Vendor provides Maryoku with any ideas, suggestions, or similar feedback about performance and/or for improving the Platform or Maryoku Services (“Feedback”), Vendor acknowledges that any and all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Maryoku and that such Feedback shall be considered Maryoku’s confidential information and Vendor hereby irrevocably and unconditionally transfers and assigns to Maryoku all Intellectual Property Rights in such Feedback and waives any and all moral rights that Vendor may have in respect thereto.

9. DISCLAIMERS

91. THE PLATFORM AND MARYOKU SERVICES 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 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 MARYOKU AND ITS LICENSORS AND SUPPLIERS.

9.2 IN ADDITION, NEITHER MARYOKU NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION REGARDING (A) THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR (B) COMPLETENESS OF THE MARYOKU PLATFORM AND MARYOKU SERVICES; (C) THAT VENDOR’S USE OF, OR RELIANCE UPON INITIAL, SUBMITTED OR CONFIRMED PROPOSALS WILL MEET VENDOR’S REQUIRMENTS OR EXPECTATIONS; (D) THAT THE MARYOKU PLATFORM AND MARYOKU SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE; THAT THE PLATFORM WILL PRESENT VENDOR’S SERVICES EVEN IF IT HAS PRESENTED SUCH SERVICES PREVIOUSLY AND EVEN IF VENDOR’S SERVICES ARE PERFORMED WITH THE LOWEST PRICE AVAILABLE.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL MARYOKU BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:

(A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;

(B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS;

(C) ANY LOSS OF, THEFT OF, OR DAMAGE TO, CUSTOMER CONTENT, DATA, NETWORKS, HARDWARE, REPUTATION, OR GOODWILL; AND/OR

(D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

THE COMBINED AGGREGATE LIABILITY OF MARYOKU AND ALL MARYOKU’S AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES ACTUALLY PAID TO MARYOKU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY.

THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY 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, TORT OR STATUTORY LIABILITY.

11. INDEMNIFICATION

Vendor agrees to indemnify and hold harmless Maryoku, a Maryoku Affiliate, and/or any of our respective directors, officers, employees, or representatives (each, an “Indemnitee”) for and against any costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnitee(s) and any amounts awarded or monies paid in settlement in the defense of the a claim arising of: (a) any Vendor Service provided by Vendor in connection with this Agreement; or (b) 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).

Upon written request by Maryoku (to be decided in its sole discretion), Vendor agrees to assume full control of the defense and settlement of the claim; provided, however, that (i) Maryoku 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 Maryoku’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).

12. TERM AND TERMINATION

12.1 Term. This Agreement commences on the effective date and shall continue in full force and effect until terminated in accordance herewith (the “Term”).

12.2 Termination for Convenience. Either party may terminate this Agreement for any reason whatsoever, upon a thirty (30) day written notice to the other party.

12.3 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. For the avoidance of doubt, if Vendor objects to any provision included in this Agreement or any subsequent changes thereto, or becomes dissatisfied with the Platform or Maryoku Service in any way, Vendor’s sole remedy is to terminate this Agreement.

13. CONSEQUENCES OF TERMINATION; SURVIVAL

Upon termination of this Agreement, Vendor will fulfil any outstanding Contract issued before the termination effective date.

Sections 8 (Ownership and Content License) through 14 (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.

14. 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. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. 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 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. Furthermore, Vendor: (a) agrees that any proceedings to resolve or litigate any claim, dispute or controversy will be conducted solely on an individual basis (and not in any class action or class-wide proceeding), and that Vendor may initiate such proceedings only on its own behalf; (b) hereby irrevocably waives the right to litigate such claims, disputes, or controversies in court before a jury; and (c) agrees not to participate in claims, disputes, or controversies brought in an attorney general or representative capacity, or in consolidated claims, disputes, or controversies involving another person’s claim against Maryoku and/or Maryoku Affiliate.

15. MISCELLANEOUS

15.1 Assignment. Maryoku 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 Maryoku’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.

15.2 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.

15.3 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.

15.4 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 Maryoku, the writing must be duly signed by an authorized representative of Maryoku), and shall be valid only in the specific instance in which given.

15.5 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.

15.6 Notices. Vendor agrees that Maryoku may send Vendor notices by email, via Vendor’s email. Except as stated otherwise in this Agreement, Vendor agrees to send all notices to Maryoku, to contact@Maryoku.co.il.

15.7 Force Majeure. Maryoku 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, work stoppage, or equipment or facilities shortages, and/or (d) Global Pandemic such as Covid-19, and/or (e) other similar cause beyond Maryoku’s reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Platform shall not be deemed within Maryoku’s reasonable control.

15.8 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.