Vendor Terms and Conditions

1. Scope and Applicability

1.1 These Terms and Conditions (“Agreement”) govern the supply of any goods or services (“Services”) by the vendor named in the PO (“Vendor”) to Lusha Systems Ltd. and its affiliates (“Lusha”), and are deemed incorporated by reference into any PO. The Effective Date and the term of the Agreement shall be as specified under the associated Purchase Order (“PO”).
1.2 Vendor shall act as an independent contractor and not as an employee, agent, or partner of Lusha. Vendor is solely responsible for its personnel, subcontractors, taxes, benefits, and all employment obligations. No employment relationship exists between Lusha and Vendor or its personnel.

2. Performance Standards

Vendor shall:

a. perform all Services diligently, professionally, and in accordance with industry standards;
b. act in good faith, avoid any conflict of interest, and immediately notify Lusha of any issue affecting performance;
c. comply with all applicable laws and regulations;
d. it has and will maintain all approvals, permits, and licenses required pursuant to any law to provide the Services in accordance with this Agreement (if required);
e. refrain from subcontracting without Lusha’s prior written consent.
f. Comply with Lusha’s Global Vendor Code of Conduct.

3. Fees and Expenses

In consideration for the provision by the Vendor of the Services, and subject to the fulfillment of the Vendor’s obligations under this Agreement during the Term, Lusha shall pay the Service Provider a fee as detailed in the relevant PO (the “Fee”). Payment terms are 60 days from receipt of a valid invoice, unless stated otherwise in a specific PO. No additional compensation or reimbursement shall apply unless pre-approved in writing by Lusha. Vendor shall be responsible for all taxes, except for VAT, duly invoiced and legally required.

4. Ownership and IP

All deliverables, reports, documents, and results of the Services shall be the sole and exclusive property of Lusha. Any intellectual property rights created in the course of the Services shall vest in Lusha. Vendor agrees to assign and does hereby assign any such rights to Lusha as necessary.

5. Confidentiality.

5.1. Each party (each a “receiving party”) may have access to certain non-public proprietary, confidential information or data of the other party (each a “disclosing party”), regardless of how it is furnished, which a reasonable person or entity should reasonably believe is proprietary, confidential, or competitively sensitive (together, the “CI”). The fact that the parties entered into this Agreement, and the contents of this Agreement, shall be deemed CI.

5.2.  CI shall exclude any information that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession before disclosure of the CI by the disclosing party; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; or (iv) the receiving party can demonstrate to have independently developed, without breach of Agreement or any use of or reference to the CI.

5.3. The receiving party agrees to: (a) only disclose CI to those with a need to know, bound by written obligations of confidentiality at least as protective as this Agreement; (b) promptly notify the disclosing party of any unauthorized access or suspected breach of CI; use CI solely to fulfill its obligations under this Agreement; and (d) protect CI with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

6. Data Protection and Security

To the extent Vendor processes personal data on behalf of Lusha: (a) Vendor acts solely as a data processor and shall follow Lusha’s instructions, and it shall comply at all times with the obligations set under the GDPR under its capacity as data processor.; (b) Vendor shall implement industry-standard security measures; (c) Vendor shall promptly notify Lusha of any data breach or suspected security incident; (d) Vendor shall ensure its personnel are subject to confidentiality and trained in data protection.

7. Termination

Either party may terminate this Agreement or any PO/SOW immediately for cause based on the other party’s material breach of this agreement, bankruptcy, or insolvency. Lusha may terminate this Agreement upon 30 days’ written notice. Upon termination, Vendor shall return all Lusha property and CI and provide Lusha with a certification of such, signed by its authorized signatory/CISO/General Counsel.

8. Indemnification

Vendor shall indemnify, defend, and hold Lusha harmless from all losses, liabilities, costs, and claims arising from: (a) breach of this Agreement; (b) negligent or unlawful acts or omissions; (c) violation of third-party rights.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the applicable jurisdiction, as determined by the location of the Service Provider, as follows: (a) where the Vendor is incorporated or primarily operating in Israel, this Agreement shall be governed by the laws of the State of Israel, and the competent courts of Tel Aviv, Israel shall have exclusive jurisdiction; (b) where the Vendor is incorporated or primarily operating in Europe, this Agreement shall be governed by the laws of England and Wales, and the courts of London, United Kingdom shall have exclusive jurisdiction; and (c) in all other cases, this Agreement shall be governed by the laws of the State of New York, and the courts of New York, NY, USA shall have exclusive jurisdiction.

10. General

10.1 Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, government restrictions, wars, natural disasters, or labor disputes. The affected party must notify the other immediately.
10.2 Vendor shall not use Lusha’s name, trademarks, or logos in any marketing, publicity, or promotional materials without Lusha’s prior written consent.
10.3 This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter contained herein and supersedes all prior discussions, agreements, representations, and understandings in this regard. This Agreement shall not be modified except by an instrument in writing signed by both parties. In the event of a conflict, this Agreement shall prevail.
10.4 Each notice or demand given by one party to the other pursuant to this Agreement shall be given in writing and shall be sent by registered mail to the other party at the address shown at the beginning of this Agreement (and for Lusha, to [email protected]), sent by e-mail, or delivered by hand.