Manna Business Associate Terms and Conditions
- These Terms and Conditions, combining with other written commercial terms and conditions between Manna Irrigation Ltd. (“Manna”) and you, will constitute the agreement between you and Manna with respect to your rights to market and promote Manna’s services and products (the “Agreement”).
- During the duration of your engagement with Manna you shall be granted with a personal, revocable, nonassignable, nontransferable and non-exclusive right to access and use Manna’s services and products, available through your Manna Account and to promote and distribute Manna’s services and products to your customers (the end users) under and according to these Terms and Conditions.
- Your communication and engagement with your clients and rendering any services to your clients (including Manna’s services and products) shall be done at your own risk, responsibility and expense. You shall be responsible to obtain any permission or consent required from your clients, in connection with rendering Manna’s services and products to your clients.
- Warranties and Undertakings. (i) You represent that there are no and will be no obligations on your part which conflict with your performance of this Agreement; (ii) You shall comply with good business practices and all applicable laws, regulations and orders (including without limitation any privacy laws and anti-bribery laws), and in a manner which will reflect favorably on the goodwill and reputation of Manna; (iii) You may not use any third parties in the performance of this Agreement absent express prior written approval of Manna. Under no circumstances will Manna pay or be required to compensate your personnel, or third parties, claiming that they have aided you, and you shall defend Manna and hold it harmless against any such claims; (iv) You are an independent contractor, and no employment or agency relationship or joint venture is established by this Agreement between you and Manna nor will you or anyone on your behalf be entitled to participate in or receive any benefit available to employees of Manna; (v) You have no authority to undertake any commitment, make any representation or create any obligation, or warranty, express or implied, on behalf of Manna.
- Confidentiality. You shall not use or disclose any non-public information provided by Manna or otherwise concerning Manna or its business except for the purpose of performing your obligations under the Agreement and subject to Manna’s prior written consent (including without limitation any disclosure of the existence or terms of this Agreement and the terms and conditions of your engagement with Manna). This obligation will survive any termination of the Agreement.
- Termination. Unless otherwise is expressly agreed between you and Manna: Your appointment shall be in effect as of your successful completion of Manna’s certification and shall remain in effect until the parties will fulfill all their obligations hereunder (the “Term”); Either party shall be entitled to terminate this Agreement by a 30 days’ written notice at any time, with or without cause; In addition, either party shall be entitled to terminate this Agreement with immediate effect, at any time, in the event that the other party has breached this Agreement and failed to cure such breach within 7 days from a written notice. Upon termination, any outstanding amount will be paid; your own account and all Associated Accounts will be deactivated, and your Private Link will be deactivated. End users associated with your account may engage directly with Manna;
- You acknowledge and agree that Manna shall be entitled to use your name and logo as reference in its customer list. In addition, subject to your prior approval, not to be unreasonably withheld or delayed, Manna shall be entitled to publicly present a case study based on your use of Manna’s services in its marketing and sales Confidential materials, press-release, website or other form of media (provided that Mana will be entitled without your consent to publicly present a case study based on your use of Manna’s services if it is made in anonymous way).
- Miscellaneous. The Agreement constitutes and contains the entire agreements respecting the subject matter hereof, and shall supersede and replace all other understandings between Manna and you. All disputes arising out of or in connection with Your engagement with Manna and use of the Services, shall be governed by, and construed in accordance with the laws of Israel without giving effect to its conflict of laws principles, and shall be submitted exclusively to the competent courts of Haifa, Israel. Your rights and obligations hereunder may not be assigned by you without Manna’s prior written approval. Manna shall be entitled to assign its rights and obligations hereunder to an affiliate and/or a purchaser of all or substantially all of its assets without any further consent. In order to address any business changes, legal changes or other constrains, these Terms and Conditions may be amended by Mana from time to time