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REFERRAL REPRESENTATIVE TERMS AND CONDITIONS

Last Updated: April 20, 2022

These Referrer Terms and Conditions are entered into by and between ­­­­­­­­­­­­­­­­­­­ SPACE TIME MEDIA LTD Ltd. DBA Dialogue a company duly organized under the law of the State of Israel ( ”Company”), and Referral, (each referred herein as “Party” and collectively as the “Parties“).  These Terms and Conditions together with any Order Form (“IO“) will be known as the “Agreement.”

  1. Nature of Engagement

1.1.   Subject to the terms and conditions of this Agreement, the Company engages the Referrer to provide the Company with the following services (the “Referral Services”): (a) introduce the Company and the Company’s Services to certain Potential Clients under the terms of this Agreement; and (b) make its best business efforts and actively assist the Company in facilitating the consummation of a commercial transaction between one or more of the Potential Clients and the Company, for the permission to use the  Company’s Services  (the “Commercial Contract”).

1.2.   Nothing herein shall obligate the Company to enter into any transaction proposed by the Referrer, nor will the Referrer have any authority to bind the Company in any way. The Company has the right in its sole and absolute discretion to reject any Commercial Contract, regardless of the terms proposed. Furthermore, the Company may refuse to discuss or negotiate a Commercial Contract for any reason whatsoever or for no reason and may terminate negotiations with any party at any time at its sole and absolute discretion, all without giving rise to any right, entitlement or compensation to the Referrer.

1.3.   “Eligible Referral” means a sales lead referred by Referral and approved by Company, with which the Company enters into a written agreement (excluding trial or pilot agreements) to provide the Company’s Services, no later than ninety (90) days after the sales lead is first referred to the Company in connection with the Referral Procedure further described in section ‎1.7, provided, however, that the term Eligible Referral shall not include Ineligible Client (as defined hereunder).

1.4.   “Ineligible Client” means (i) any party that was known to the Company prior to its introduction by the Referrer; or (ii) is in commercial contact or negotiation with the Company for at list six months prior to its introduction by the Referrer; (iii) was not approved in writing to Referral by Company.

1.5.   “Eligible Client” means sales lead that results from Eligible Referral.

1.6.   “Potential Client” means a company that is not an existing customer or an active sales lead of the Company or in any commercial contact or negotiation with the Company for at list six months preceding the time of being notified by the Referrer of such company.

1.7.     Referral Procedure. Referrer shall notify the Company’s authorized representative in writing (via email) of the company name and contact person for each company it intends to provide a referral or introduction for purposes of this Agreement. Within 48 hours of such notification, the Company’s authorized representative will reply in writing if such company does not qualify as a Potential Client.

 

  1. TERM; TERMINATION

2.1.   Term.  The initial term of this Agreement will be One year from the Effective Date unless terminated earlier in accordance with the provisions of this Section.  This Agreement may be extended for successive renewal terms of one (1) year each upon mutual written agreement.  Neither party has an obligation to renew the then-current term, nor has either party received assurances that the Agreement will be renewed.

2.2.   Termination.  Either party may terminate this Agreement with or without cause upon thirty (30) days written notice delivered to the other Party.

2.3.   Effect of Termination.  Upon any termination or expiration of this Agreement, all licenses granted hereunder shall terminate and Referrer will refrain from marketing and promoting the Company’s Services or representing itself as a Referrer of the Company. Each party will either return to the other party or destroy any confidential information of the other party in its possession.  Referrer acknowledges and agrees that the Company will incur no liability whatsoever for any damage, loss, or expenses of any kind suffered or incurred by the Referrer arising from, or incident to, any termination of this Agreement by the Company or any expiration hereof that complies with the terms of the Agreement.

  1. Consideration and Fees

3.1.   In consideration for the Referral Services during the Term the Company shall pay the Referrer the following considerations, provided that (i) the Referrer actually makes an introduction of an Eligible Client to the Company performed during the Term of the Agreement that directly leads to a Commercial Contract; and (ii) such Commercial Contract has a clear link to, and was entered into as a direct result of the Referrer’s Services then the Company shall pay the Referrer:

Commission Fees. A  commission for each Eligible Referral, shall be paid to Referral up to twelve months (12) from the date Potential Client became Eligible Client, in an amount percentage as stipulated under the IO, out of the revenues that was actually received by the Company from such Eligible Client and after deduction of all applicable taxes and transfer fees.

3.2.   In the event that two or more authorized Referrers of the Company for any reason whatsoever claim the right to the Commission Fees or any other fees paid to Referral by the Company (the “Fees”)  for the same Eligible Referral, The Company reserves the right to award the Fees, as applicable, to one of the Referrers or to divide the Fees among the Referrers in such proportions as the Company shall determine to be equitable, and its decision to do so and the manner in which it does so shall be final and binding on all parties involved.

3.3.   All Payments under this Agreement will be made in Currency (as stipulated under the IO) against a valid invoice  issued by Referral

3.4.   Referrer shall be solely responsible for payment of any and all national, state, and local taxes and charges arising from or imposed on the payments made to Referrer by the Company.

  1. Representation and Warranties

4.1.   Each Party represents and warrants that: (a) it has the full corporate right, power and authority to enter into this Agreement, to perform the acts required hereunder; (b) the execution of this Agreement by each Party and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms.

4.2.   Referrer warrants that it has entered into no agreements or arrangements with Potential Clients for any compensation or consideration with respect to this Agreement, that it has made no representations or promises to Potential Client with respect to the delivery of products or services by the Company and that any obligation to deliver such products or services can only be created by a written agreement executed by Potential Client and an authorized representative of The Company.

  1. Confidentiality

The Referrer acknowledges that the Company has a proprietary interest in, as well as the exclusive claim to the benefit of its proprietary and confidential technical, business and financial information, including the opportunities, information, and goodwill pertaining thereto.  Accordingly, the Referrer shall provide the Company with the full benefit of all work and contacts relevant to the business of the Company throughout the Term of this Agreement. The Referrer shall maintain in strict confidence, and shall not use or disclose, except as required to perform the Services, all proprietary and confidential information of the Company. This obligation shall apply during and after the Term of this Agreement indefinitely, and shall apply regardless of whether the confidential information is in written or tangible form or in other form. Without limiting the generality of the foregoing, confidential information of the Company includes but not limited to nonpublic information regarding names and addresses of any clients, account invoices, products and prices,  and prospective customer leads developed by the Company, in whatever form, regardless of whether computer or electronically accessible “on-line”.

  1. Law
    This Agreement shall be governed by the laws of the State of Israel. The parties hereto irrevocably submit to the exclusive jurisdiction of the Courts of Israel located in the Tel-Aviv district in respect of any dispute or matter arising out of or connected with this Agreement.
  2. Indemnity

The Referrer acknowledges and agrees that the Company shall have no obligation (e.g., for payment of commission or other compensation or fees) to the Referrer other than as expressly set forth in this Agreement. The Referrer shall indemnify the Company fully for any cost, liability, or harm suffered by the Company as a direct or indirect result of the Referrer’s breach of any of the terms of this Agreement, or the Referrer’s misrepresentation, fraud, or negligence with respect to any Client or Commercial Contract.

  1. MISCELLANEOUS PROVISIONS

8.1.   Conduct. The Company and Referrer will conduct its business in its own name and in a businesslike and professional manner, and will at all times comply with all applicable laws and regulations. Each party hereto will make no representations, warranties or guarantees concerning the other’s products or services. Each party hereto will not make any commitments or agreements or incur any liabilities whatsoever on behalf of the other, nor will either party be liable for any acts, omissions to act, contracts, commitments, promises or representations made by either party hereto.

8.2.   No assignment by the Referrer of this Agreement or any compensation due hereunder shall be valid unless approved in writing and in advance by the Company’s authorized representative.

8.3.   No modification or waiver of any provision of this Agreement shall be binding on any party unless made in writing and signed by both Parties. This Agreement, constitutes the entire agreement between the Referrer and the Company with respect to the subject matter of this Agreement. The provisions of this Agreement shall be deemed severable. In the event that any provision of this Agreement is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions of this Agreement

 

Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at: [email protected]

Phone number: +972-547478080

Address: 24 Se’adya ga’on St, Tel Aviv-Yafo, Israel

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Privacy Policy

What information do we collect?

We collect information from you when you register on our site or place an order.When ordering or registering on our site, as appropriate, you may be asked to enter your: name, e-mail address or mailing address.

What do we use your information for?

Any of the information we collect from you may be used in one of the following ways:To personalize your experience To improve our website To improve customer serviceYour information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever, without your consent, other than for the express purpose of delivering the purchased product or service requested.To administer a contest, promotion, survey or other site featureTo send periodic emails The email address you provide for order processing, will only be used to send you information and updates pertaining to your order.

How do we protect your information?

We implement a variety of security measures to maintain the safety of your personal information when you place an order or enter, submit, or access your personal information.We offer the use of a secure server. All supplied sensitive/credit information is transmitted via Secure Socket Layer (SSL) technology and then encrypted into our Payment gateway providers database only to be accessible by those authorized with special access rights to such systems, and are required to?keep the information confidential.After a transaction, your private information (credit cards, social security numbers, financials, etc.) will not be kept on file for more than 60 days.

Do we use cookies?

Yes (Cookies are small files that a site or its service provider transfers to your computers hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain informationWe use cookies to help us remember and process the items in your shopping cart, understand and save your preferences for future visits, keep track of advertisements and compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future. We may contract with third-party service providers to assist us in better understanding our site visitors. These service providers are not permitted to use the information collected on our behalf except to help us conduct and improve our business.If you prefer, you can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies via your browser settings. Like most websites, if you turn your cookies off, some of our services may not function properly. However, you can still place orders by contacting customer service.Google AnalyticsWe use Google Analytics on our sites for anonymous reporting of site usage and for advertising on the site. If you would like to opt-out of Google Analytics monitoring your behaviour on our sites please use this link (https://tools.google.com/dlpage/gaoptout/)

Do we disclose any information to outside parties?

We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.

Registration

The minimum information we need to register you is your name, email address and a password. We will ask you more questions for different services, including sales promotions. Unless we say otherwise, you have to answer all the registration questions.We may also ask some other, voluntary questions during registration for certain services (for example, professional networks) so we can gain a clearer understanding of who you are. This also allows us to personalise services for you.To assist us in our marketing, in addition to the data that you provide to us if you register, we may also obtain data from trusted third parties to help us understand what you might be interested in. This ‘profiling’ information is produced from a variety of sources, including publicly available data (such as the electoral roll) or from sources such as surveys and polls where you have given your permission for your data to be shared. You can choose not to have such data shared with the Guardian from these sources by logging into your account and changing the settings in the privacy section.After you have registered, and with your permission, we may send you emails we think may interest you. Newsletters may be personalised based on what you have been reading on theguardian.com. At any time you can decide not to receive these emails and will be able to ‘unsubscribe’.Logging in using social networking credentialsIf you log-in to our sites using a Facebook log-in, you are granting permission to Facebook to share your user details with us. This will include your name, email address, date of birth and location which will then be used to form a Guardian identity. You can also use your picture from Facebook as part of your profile. This will also allow us and Facebook to share your, networks, user ID and any other information you choose to share according to your Facebook account settings. If you remove the Guardian app from your Facebook settings, we will no longer have access to this information.If you log-in to our sites using a Google log-in, you grant permission to Google to share your user details with us. This will include your name, email address, date of birth, sex and location which we will then use to form a Guardian identity. You may use your picture from Google as part of your profile. This also allows us to share your networks, user ID and any other information you choose to share according to your Google account settings. If you remove the Guardian from your Google settings, we will no longer have access to this information.If you log-in to our sites using a twitter log-in, we receive your avatar (the small picture that appears next to your tweets) and twitter username.

Children’s Online Privacy Protection Act Compliance

We are in compliance with the requirements of COPPA (Childrens Online Privacy Protection Act), we do not collect any information from anyone under 13 years of age. Our website, products and services are all directed to people who are at least 13 years old or older.

Updating your personal information

We offer a ‘My details’ page (also known as Dashboard), where you can update your personal information at any time, and change your marketing preferences. You can get to this page from most pages on the site – simply click on the ‘My details’ link at the top of the screen when you are signed in.

Online Privacy Policy Only

This online privacy policy applies only to information collected through our website and not to information collected offline.

Your Consent

By using our site, you consent to our privacy policy.

Changes to our Privacy Policy

If we decide to change our privacy policy, we will post those changes on this page.
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