Early Access Design Partner Agreement

Date Posted: April 20, 2022
Date Effective: April 20, 2022

Clicking a check to the terms of service button on the early access sign up page confirms agreement to all of the terms of this document. The check box is considered a signature by all accounts. The date that the signup sheet is submitted is considered the date that the agreement begins.

WHEREAS, Supplyve (HaShuk Inventory LTD.) has developed a proprietary solution that, among other things, assists businesses with order management and inventory tracking (the “Product”, and the “Service”, respectively), provided through an online website, at [Supplyve.com or any subdomain] (the “Platform”); and

WHEREAS, Design Partner wishes to use the Platform and receive the Services from Supplyve, and
provide Supplyve with feedback regarding the Services and the Platform, and Supplyve agrees to provide
the Services in accordance with and subject to the terms hereof;

NOW THEREFORE, the parties hereto agree as follows:
1. License. During the Term (as defined below) and subject to the terms and conditions hereof,
Supplyve grants Design Partner a limited, non-exclusive, non-transferrable, non-sublicensable,
revocable license to use the Services provided by Supplyve on the Platform, solely for the purposes
of Design Partner’s testing the Platform and, and the provision of feedback to Supplyve. Design
Partner acknowledges that use of the Platform and Services shall be subject to the online Terms of
Service and the Privacy Notice as shall be available on the Platform, from time to time (collectively,
the “Online Terms”).


2. Consideration. During the Term and in consideration of the Services, Design Partner shall meet (in person or via video conference) with Supplyve regularly, and at least once each month, to provide Supplyve with feedback regarding the Product, Services and Platform, and once they are fully deployed, Design Partner shall send Supplyve once every two weeks a bullet point list of feature improvements that it can make which would help the use of the Product, Services and Platform (“Feedback”), and (ii) Design Partner shall pay Supplyve a fee, which will be negotiated 1 month (30 days) before payment will commence, in consideration of the Services (the “Fee”). The Fee for each month shall be due and payable on the first day of the month. Notwithstanding the foregoing, Supplyve shall waive the applicable Fee for the first 3 (three) months as of the Effective Date and can choose to further waive the Fee as Supplyve sees fit or according to any external agreement. The free period shall only commence once the product is delivered and until such time the user will NOT pay. 

3. Representations and Warranties. Design Partner represents and warrants that: (i) it has full power
and authority to execute this Agreement; (ii) it has the right to provide any materials, data and/or
content it or anyone on its behalf may upload to the Platform (“Design Partner Content”); (iii) all
Design Partner Content does not and shall not infringe any third party rights, including without
limitation privacy rights, publicity rights, trademark, copyrights and other intellectual property
rights; (iv) it shall at all times comply with applicable law and the Online Terms in connection with
its use of the Services and/or Platform.


4. Restrictions. Without derogating from the provisions of the Online Terms, Design Partner shall not,
nor shall it allow any third party (nor attempt) to: (i) reverse-engineer any of the software used to
provide the Platform and/or Services; (ii) disable, prevent, disrupt or interfere in any manner with
the operation of the Platform and/or Services; or (iii) use the Platform and/or Services, in connection
with any commercial endeavors in any manner, except as expressly permitted herein or the Online
Terms.


5. Ownership.
5.1. Supplyve, or as the case may be its licensors, own and shall at all times retain all right, title,
and interest in and to the Platform and the Services and all know-how, components, materials,
software and technical innovations that provide the Platform and/or Services, as well as in all
modifications, enhancements, and updates thereto, all intellectual property rights, and the
trademarks, service marks, and logos contained therein. All trademarks are trademarks of their
respective owners. Nothing in this Agreement shall be interpreted to provide Design Partner
with any rights in the Platform except the limited right to receive the Services subject to the
terms hereof. 

 

5.2. Design Partner hereby grants Supplyve a worldwide, royalty free and exclusive right and license to use the Feedback for its (business) purposes. Design Partner owns and shall retain all right, title and interest in and to the Design Partner Content. Design Partner hereby grants Supplyve a worldwide, royalty free, non-exclusive right and license to use, amend, create derivative works of, adapt and modify the Design Partner Content for the purpose of provision of the Services and for use of such Design Partner Content for the improvement, development and enhancement of the Services and/or Platform.

 

5.3. Subject to the terms hereof, and payment in full of the Fees, as applicable, Supplyve assigns to Design Partner all rights, title and interest in and to any Product(s), created by Supplyve for Design Partner as a result of the Services; provided however that where such assignment would preclude Supplyve from providing its Services to any current or future client (the “Excluded Materials), then Supplyve shall retain all such intellectual property rights in the Excluded Materials and it shall automatically grant back to Design Partner a non-exclusive, perpetual, irrevocable, worldwide royalty-free license to use the Product(s) worldwide and for any purpose. 

6. Confidentiality. Either party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) certain confidential information regarding the technology and business of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except for purposes of providing or receiving the Services or in furtherance of the relationship of the parties hereunder. Confidential Information shall not include information that the Receiving Party can show (a) was already lawfully known to or independently developed by the Receiving Party without access to or use of Confidential Information as evidenced by contemporaneous written documentation, (b) was received from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. The Receiving Party shall restrict disclosure of Confidential Information of the Disclosing Party to those of its employees and independent contractors with a reasonable need to know such information for the purposes of this Agreement and which are bound by written nondisclosure and non-use obligations no less restrictive than those set out herein. For the avoidance of doubt, the Feedback and any information regarding the Services and/or Platform, including, without limitation, the results of any benchmarking, testing or evaluation of the Services and/or Platform shall be considered Supplyve’s Confidential Information.

 

7. Indemnification. Design Partner shall defend, indemnify and hold harmless Supplyve (and its officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) that Supplyve may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to (i) any breach of this Agreement by Design Partner or anyone on its behalf, (ii) any breach of third party rights by the Design Partner Content or (iii) Design Partner’s use or misuse of the Platform. Design Partner may not settle or compromise such suit without the written consent of Supplyve. Supplyve may be represented in any such suit by counsel of its own choosing at its own expense.

 

8. Exclusion of warranties and limitation of liability. THE SERVICES AND PLATFORM ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. SUPPLYVE EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS IN RESPECT OF THE SERVICES, PLATFORM AND/OR ANY PRODUCT(S) INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. In no event shall Supplyve or its directors, officers, employees or consultants have any liability for any consequential, indirect, direct, special or punitive damages, arising out of or relating to the Platform, the Services, any Product(s), this Agreement or the arrangements contemplated herein, including with respect to lost profits, lost business opportunities or lost data. Supplyve’s maximum cumulative liability for any use of the Services and/or Platform, this Agreement and/or any cause of action is limited to amounts paid in respect thereof by Design Partner in the three (3) months immediately preceding the applicable claim or cause of action. As such, if Design Partner made no payments for the Services hereunder, Supplyve shall have no liability in respect thereof.

9. Term and Termination. This Agreement will be in effect as of the Effective Date and shall continue for a period of 12 months thereafter (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for subsequent terms of 12 months each (each a “Renewal Term”, and together with the Initial Term, the “Term”). Notwithstanding the foregoing, either party may terminate this Agreement by providing the other party with 30 days’ prior written notice. Each party may terminate this Agreement immediately in case of breach by the other party by written notice to the breaching party. Upon the expiration or termination of this Agreement, Design Partner will make no further use of the Services and/or Platform. Sections 2–9, and 11 shall survive the expiration or termination of this Agreement for any reason.

 

10. Publicity. During the Term, each party may refer to the other as a business partner and/or customer, including by displaying such party’s name and logo on its website and other marketing materials.

 

11. General. This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof, and supersedes all other agreements or understandings between the parties regarding such matters. No amendments or waivers shall be effective unless in writing and executed by both parties. Design Partner may not assign any rights or obligations under this Agreement to any third party, and assignments in violation of the foregoing shall be void. Supplyve may assign all of its rights and obligations under this Agreement to any third party. This Agreement shall be governed by the laws of the State of Israel without regard to conflicts of law provisions thereof. The parties agree that the competent courts in Tel-Aviv, Israel shall have exclusive jurisdiction regarding all disputes hereunder, and the parties expressly consent to such jurisdiction. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, such part shall be interpreted to give maximum effect to its terms as possible under applicable law, and the remainder of this Agreement shall remain in effect.