We're excited to announce that our platform will be launching for all US users soon.
Be the first to experience our innovative solution by signing up for early access.
Leave your email below to be notified as soon as we go live!
We'll be in touch soon.
Last Updated: September 1st, 2024
THESE TERMS AND CONDITIONS (THIS “Agreement“) CONSTITUTE A BINDING CONTRACT BETWEEN YOU (“you” or “Buyer“) AND SOURCIX LTD., A COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL, TOGETHER WITH ALL OF ITS AFFILIATES (“SOURCIX“, “we“, “us” and “our“). THIS AGREEMENT SHALL GOVERN BUYER’S USE OF THE PLATFORM (AS DEFINED BELOW) THROUGH WHICH BUYERS CAN SOURCE MANUFACTURING SERVICES (AS DEFINED BELOW) MADE AVAILABLE ON THE PLATFORM BY VENDORS (AS DEFINED BELOW) WHICH ARE PART OF SOURCIX’S VETTED NETWORK OF VENDORS, AND/OR MANAGE THEIR EXISTING VENDORS.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT. BY CLICKING “I AGREE” BELOW, OR BY OTHERWISE ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING (THE DATE OF SUCH OCCURRENCE BEING THE “Effective Date“):
IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.
This Agreement (including its Schedules) represents the entire agreement between you and SOURCIX with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and SOURCIX with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement, you hereby irrevocably waive, to the maximum extent legally permitted, any Law (defined below) applicable to you requiring that the Agreement be localized to meet yours language (as well as any other localization requirements) or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.
SOURCIX reserves the right to modify this Agreement at any time by posting the modified Agreement at the website footer[●]. Such modifications will be effective ten (10) days after such posting, and your continued use of the Platform shall constitute your acceptance of such modifications. In such cases, we will also update the “Last Updated” date set forth above. Please check the above webpage regularly for any modifications.
1. DEFINITIONS AND INTERPRETATION
This Agreement contains a range of capitalized terms, some of which are defined in this Section, and some of which are defined elsewhere. The Section and sub-Section headings in this Agreement are for convenience of reading only, and may not to be used or relied upon for interpretive purposes.
“Content” means any text, data, information, images, graphics, sounds, videos, audio clips, links, and/or other similar materials.
“Intellectual Property” means any and all inventions, discoveries, improvements, works of authorship, technical information, data, technology, know-how, show-how, designs, drawings, utility models, topography and semiconductor mask works, specifications, formulas, methods, techniques, processes, databases, computer software and programs (including object code, source code, APIs, and non-literal aspects), algorithms, architecture, records, documentation, and other similar intellectual property, in any form and embodied in any media.
“Intellectual Property Rights” means any and all rights, titles, and interests in and to Intellectual Property (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered), and includes without limitation patents, copyright and similar authorship rights, personal rights (such as Moral Rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.
“Law” means any federal, provincial, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.
“Manufacturing Services” any manufacturing services made available by Vendor on the Platform for the production of a product, whether through the Marketplace or not.
“Marketplace” means SOURCIX’s online marketplace on the Platform, through which Buyers may contract with SOURCIX for the procurement of Manufacturing Services by Vendor via the Platform.
“Moral Rights” means any rights of paternity or integrity, or any right to claim authorship of a work, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any work, whether or not such would be prejudicial to the honor or reputation of the creator of the work, and any similar right, existing under judicial or statutory Law of any jurisdiction, or under any treaty.
“Order” means an order for the purchase of one or more Manufacturing Service(s), which is issued by you via the Marketplace.
“Platform” means SOURCIX’s proprietary online marketplace platform, called SOURCIX. For the purposes of this Agreement, references herein to “Platform” shall also be deemed to include all related APIs and other technology made available by SOURCIX to enable use of the Platform.
“Privacy Policy” means SOURCIX’s then-current privacy policy available on the SOURCIX website[●] (“Privacy Policy“).
“Product” means a finished product made as a result of Manufacturing Services pursuant to an Order.
“Update” means an upgrade, update (such as a fix or patch), or other modification, improvement, enhancement or customization to or of the Platform.
“Vendor” means a manufacturer offering its Manufacturing Services on the Platform.
“Vendor Content” means Content inputted or uploaded by Vendor (or by SOURCIX on Vendor’s behalf) to the Platform (such as Manufacturing Services descriptions and images, Manufacturing Services pricing and shipping information, Order statuses, Vendor’s trademarks, service marks, brand names, and logos etc.).
2. BUYER ACCOUNT
In order to seek Manufacturing Services on the Platform, you must register for an account by submitting the information requested in the applicable web form (a “Buyer Account“). You represent and warrant that all information submitted during the registration process is, and will thereafter remain, complete and accurate. As between you and SOURCIX, you alone shall be responsible and liable for maintaining the confidentiality and security of your Buyer Account credentials, as well as for all activities that occur under or in the Buyer Account. You must immediately notify SOURCIX in writing of any unauthorized access to, or use of, the Buyer Account, or any other suspected or actual breach of security or malicious use; but you also acknowledge that SOURCIX may be unable to remedy the damage or loss (or otherwise assist) in such scenarios. Personally identifiable information received during the Buyer Account registration process will be stored and used by SOURCIX in accordance with the Privacy Policy.
3. ACCESS
Subject to the terms and conditions of this Agreement, SOURCIX grants you a limited, non-exclusive, non-assignable, non-sublicensable, revocable right, during the Term (defined below), to access and use the Platform solely for your own internal business purposes of seeking and buying Manufacturing Services and utilizing the vendor management features (collectively, the “License“).
4. ORDERING MANUFACTURING SERVICES
5. USAGE RESTRICTIONS
You shall not (and shall not permit or encourage any third party to) do any of the following: (a) reproduce the Platform; (b) sell, assign, lease, lend, rent, distribute, or make available the Platform to any third party, or otherwise offer or use the Platform in a time-sharing, outsourcing, or service bureau environment, nor will you allow any third party to use the Platform through your Buyer Account; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of the Platform; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Platform; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Platform; (f) make a derivative work of the Platform, or use the Platform to develop any service or Manufacturing Services that is the same as (or substantially similar to or competitive with) the Platform; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Platform; (i) take any action that imposes or may impose (at SOURCIX’s sole discretion) an unreasonable or disproportionately large load on the Platform’s infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Platform; and/or (j) use the Platform to infringe, misappropriate or violate any third party’s Intellectual Property Rights, or any Law.
6. THIRD PARTY SOFTWARE
The Platform may include third party software components that are subject to open source and/or pass-through commercial licenses and/or notices (“Third Party Software” and “Third Party Software Terms and Notices“, respectively). SOURCIX may make available a current list of such Third Party Software and Third Party Software Terms and Notices. You acknowledge that your use of the Platform is also governed by such Third Party Software Terms and Notices, and that to the extent of any conflict between this Agreement and any Third Party Software Terms and Notices, the latter shall control. Notwithstanding the foregoing sentence or anything in this Agreement to the contrary, SOURCIX does not make any representation, warranty, guarantee, or condition, and does not undertake any defense or indemnification with respect to any Third Party Software.
7. THIRD PARTY CONTENT AND SOURCES
The Platform may present, or otherwise allow you to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by SOURCIX (such Content, “Third Party Content“). The Platform may also enable you to communicate with the related third parties. The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by SOURCIX of such Third Party Content or third party, nor any affiliation between SOURCIX and such third party.
SOURCIX does not assume any responsibility or liability for Third Party Content, or any third party’s terms of use, privacy policies, actions, omissions, or practices.
8. BUYER CONTENT
9. DIRECT ENGAGEMENTS
In respect of any offering of Manufacturing Services through a Direct Engagement, and each Vendor thereof, SOURCIX makes no representation, warranty, guarantee, or condition as to whether: (a) Vendor has obtained any licenses, permissions, consents, approvals, authorizations or has the appropriately skilled personnel required to provide the Manufacturing Services,; (e) information about the Manufacturing Services appearing on the Platform is accurate; (c) Vendor is able to fulfill any order or provide any Manufacturing Services it offers. SOURCIX shall have no liability for the acts, errors, omissions, representations, warranties, breaches, or negligence of any Vendor or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom; You hereby irrevocably waive any legal or equitable rights or remedies you may have against SOURCIX with respect to any and all Vendor Content and/or Manufacturing Services related to Vendors you interact with through the Marketplace, or with respect to any Direct Engagement.
Without derogating from the above paragraph, in respect to Direct Engagements:
10. PAYMENT TERMS
11. UPDATES
All references herein to the “Platform” shall be deemed to include any Updates made available as well. SOURCIX may from time to time provide Updates, but shall not be under any obligation to do so. Such Updates will be supplied according to whatever then-current policies SOURCIX may have in place, and some Updates may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by SOURCIX in its sole discretion. Some Updates may include automatic updating or upgrading without any notice or obligation to you, and you consent to any such automatic updating or upgrading of the Platform. In some cases, you may be required to install the Update manually. An Update may be accompanied by separate or additional terms and conditions, in which case such terms will (as determined in such terms and conditions) apply instead of, or in addition to, this Agreement. SOURCIX may in its sole discretion charge for Updates. SOURCIX is under no obligation to provide any technical support for the Platform.
12. OWNERSHIP AND CONTENT LICENSE
13. CONFIDENTIALITY
Each party (the “Recipient“) may have access to certain non-public or proprietary information and materials of the other party (the “Discloser“), whether in tangible or intangible form, including but not limited to any and all specifications, formulas, artwork, designs, drawings, code, inventions, prototypes, computer programs, algorithms, records, data, ideas, methods, techniques, processes and projections, plans, materials, analyses, notes, legal documents, and other data and information (in whatever form), as well as improvements, patents (whether pending or registered), trade secrets, and any know-how related thereto, relating to Discloser, and information learned by Recipient from Discloser through inspection, that relates to Discloser’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel or third-party confidential information (“Confidential Information“). you acknowledge that SOURCIX’s Confidential Information shall include Content provided by you. The parties agree that each of the provisions of this Agreement (including without limitation pricing and payment terms) are the Confidential Information of SOURCIX. Confidential Information shall not include information and material which: (a) at the time of disclosure by Discloser to Recipient hereunder, is in the public domain; (b) after disclosure by Discloser to Recipient hereunder, becomes part of the public domain through no fault of the Recipient; (c) was rightfully in the Recipient’s possession at the time of disclosure by the Discloser hereunder, and which is not subject to prior continuing obligations of confidentiality; (d) is rightfully disclosed to the Recipient by a third party having the lawful right to do so; or (e) independently developed by the Recipient without use of, or reliance upon, Confidential Information received from the Discloser. The Recipient shall not disclose the Discloser’s Confidential Information to any third party, except to its employees, advisers, agents and investors with a need to know in order to perform the obligations herein, subject to substantially similar written confidentiality undertakings), and subject to Recipient remaining at all times liable for acts and/or omissions of third parties with whom it shares Confidential Information. Recipient shall take commercially reasonable measures, at a level at least as protective as those taken to protect its own Confidential Information of like nature (but in no event less than a reasonable level), to protect the Discloser’s Confidential Information within its possession or control, from disclosure to a third party. The Recipient shall use the Discloser’s Confidential Information solely for the purposes expressly permitted under this Agreement. In the event that Recipient is required to disclose Confidential Information of the Discloser pursuant to any Law, regulation, or governmental or judicial order, the Recipient will (a) promptly notify Discloser in writing of such Law, regulation or order, (b) reasonably cooperate with Discloser in opposing such disclosure, (c) only disclose to the extent required by such Law, regulation or order (as the case may be). Upon termination of this Agreement, or otherwise upon written request by the Discloser, the Recipient shall promptly return to Discloser or destroy (at Recipient’s option) its Confidential Information (or if embodied electronically, permanently erase it), and certify compliance writing. Recipient hereby acknowledges that a breach of this Section could cause irreparable harm and significant injury to Discloser and the Buyers that may be difficult to ascertain. Accordingly, Recipient agrees that Discloser, in addition to any other right or remedy that they may have available to it at law or in equity, will have the right to seek and obtain immediate injunctive relief in any jurisdiction to enforce obligations under this Section without the necessity of proving actual damages and without the necessity of posting bond or making any undertaking in connection therewith. SOURCIX warrants and represents that your list of Vendors provided to SOURCIX through a Direct Engagement and updated from time to time will constitute Confidential Information which will be kept in strict confidence and will be used solely for the purpose of providing you with the Platform and its features.
14. DISCLAIMERS
15. LIMITATION OF LIABILITY
16. INDEMNIFICATION
If any third party (including, but not limited to, a regulatory or governmental authority or a Vendor) brings any kind of demand, claim, suit, action or proceeding against SOURCIX and/or any of our respective directors, officers, founders, employees, or representatives (each, an “Indemnitee“), and it is based upon or arises from:
(each of the foregoing, an “Indemnity Claim“) then, upon written request by SOURCIX (to be decided in its sole discretion), you agree to assume full control of the defense and settlement of the Indemnity Claim; provided, however, that (i) SOURCIX reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Indemnity Claim, and in such cases you agree to reasonably cooperate with SOURCIX’s defense activities at your own cost and expense; and (ii) you shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s).
In addition, and regardless of whether (or the extent to which) you controlled or participated in the defense and/or settlement of an Indemnity Claim, you agree to indemnify and hold harmless the Indemnitee(s) for and against: (A) any costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnitee(s) in the defense of the Indemnity Claim; and (B) any amounts awarded against, or imposed upon, the Indemnitee (C) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including without limitation any fines or penalties).
17. TERM AND TERMINATION
18. CONSEQUENCES OF TERMINATION; SURVIVAL
Upon termination of this Agreement, the License will automatically terminate and be deemed revoked, and you shall immediately cease use of the Platform, except to the extent strictly necessary for you to receive any Orders purchased before the termination effective date. Sections 9 (Manufacturing Services) through 20 (Miscellaneous) shall survive termination of this Agreement, as shall any right, obligation or provision that is expressly stated to so survive, or that by its nature ought to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.
19. GOVERNING LAW
This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the State of Israel, without regard to any conflicts of laws rules or principles. Any claim, dispute or controversy under, or otherwise in connection with, this Agreement shall be subject to the exclusive jurisdiction and venue of the courts located in Tel Aviv, Israel, and you hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAUSE OR CAUSE OF ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR ELSE YOU AGREE THAT SUCH CLAIM OR CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
20. MISCELLANEOUS
1. VETTED VENDORS
For clarity, the Marketplace allows you to contract only with those Vendors which have completed SOURCIX’s vetting process. SOURCIX reserves the right to choose the Vendors participating in the Marketplace at its sole discretion. All Vendors are bound by strict confidentiality obligations.
2. ORDERS AND PAYMENT
When you issue an Order via the Marketplace, you hereby instruct SOURCIX to issue an Order to the relevant Vendors who submitted a Winning Quote.
In addition to the Subscription Fees as stipulated in Section 10 of the Agreement above, you shall pay SOURCIX the cost of Manufacturing Services as agreed in the Winning Quote. All commercial and legal terms regarding the Manufacturing Services, including cost and payment terms, will be detailed in the Order. In the event of conflict between the Order and this Agreement (including this Appendix A), this Agreement shall prevail.
3. DELIVERY
Delivery of the Products shall be made CIP (Incoterms 2020) and shall be delivered to the place of delivery agreed in the Quote and/or Order (“Delivery Point”), in accordance with the estimated delivery date and estimated lead time specified by SOURCIX. Risk of loss and damage of the Products will transfer to Buyer at the Delivery Point.
In the event of a production delay which exceeds ten (10) business days, you may accept partial shipment at your option, if any, and have the right to elect to extend the delivery date. SOURCIX may provide you with a delivery delay discount of
2.5% reduction of the payable fees for Manufacturing Services for every business day of delay, up to a maximum discount of 25%, starting after the 10th business day of delay;, if SOURCIX considers, at its sole discretion, that it would be reasonable to do so, following review of the cause for such delay by Vendor.
4. ACCEPTANCE
Within 10 days from receipt of the Products, you may accept or reject the Products and notify SOURCIX in writing thereof through the Platform. In the event that any Product is rejected by you within such period due to non-conformance with the applicable specifications or for an incorrect Product or number of Products being delivered, you shall specify in your notice the reasons for the rejection providing sufficient documentation of such, and subject to SOURCIX’s review of the Product, SOURCIX shall use reasonable efforts to require Vendor to collect, correct and/or re-produce such Product and deliver a non-faulty Product to Buyer at no additional cost. If SOURCIX reasonably determines that the Product you reject is not in fact nonconforming or incorrect according to the previous sentence, you shall be liable for the cost of collection or correction thereof.
5. OWNERSHIP OF PRODUCT
You are the sole owner of any and all intellectual property rights relating to the Products and to your Content, including any specifications and/or instructions provided by you (“Buyer IP”).
You shall provide SOURCIX and Vendor with any markings and identification, which include trademarks, service marks, trade names or logos identifying the Products or you or your affiliates (“Marks”), providing guidelines as required and updated from time to time. You hereby grant SOURCIX and Vendor a limited license with respect to the Marks, solely for the above-mentioned use and solely with respect to the applicable Order.
6. YOUR COMMUNICATIONS
You may submit a complaint, communication or request with respect to Vendor through the Marketplace. SOURCIX shall notify Vendor of the same, and shall use its best effort to reply with a reasonable solution to remediate any concern or complaint raised, and to assist you in your communications with or against the Vendor.
7. NON-SOLICITATION
Except for Marketplace Orders, you shall not, directly or indirectly, engage in any manufacturing activity with any Vendor (other than Vvendors you provided, which were not vetted by SOURCIX) without the prior written consent of SOURCIX and shall not be permitted to contact or engage with such Vendors other than through the Marketplace.