MASTER SERVICE AGREEMENT

This MASTER SERVICE AGREEMENT (hereinafter – “MSA” or “Agreement”) is made and and entered into ___ day of _________, _____ (hereinafter – “Effective Date”) between Mindbox.Cloud B.V. (hereinafter – “Contractor”), represented by its directors Ivan Borovikov and CIS Management B.V. pursuant to its Articles of Association and
___________________________, represented by ___________________________ acting pursuant to ___________________________ (hereinafter – “Customer”).
Contractor and Customer are also referred to as “Party” and collectively as “Parties”.

  1. TERMS AND DEFINITIONS
    1. The following terms shall be construed as follows:
    2. “Mindbox Service” shall mean Mindbox software and related services, marketing automation and personalization backend for B2C companies. Mindbox Service is provided on a subscription basis, as a Software-as-a-Service.
    3. “Subscription to Mindbox Service” shall mean subscription to Mindbox Service provided to Customer by Contractor.
    4. “Client” shall mean any person whose Personal Data are transferred to Mindbox Service by Customer for the purposes of processing.
    5. “Client information” shall mean any information about potential, current or former Clients, connected to Client’s profile in Mindbox Service with unique identifier.
    6. “Client actions” shall mean information about Client’s tracked actions or outbound interaction from Customer to Client.
    7. “Client segments” shall mean data about relation of particular Client to set of criteria (Segment), set in Mindbox Service.
    8. “SLA” shall mean Service Level Agreement incorporated to this Agreement by reference and published on Contractor’s website. SLA defines the quality metrics of Mindbox Service, for example, time of availability of Mindbox Service and speed of email sending.
    9. “Means of communication” shall mean email in case the emails are sent from the domains specified in the details in Article 12 of this Agreement, services such as Intercom, Basecamp, messengers such as Telegram, Skype and others agreed by Parties.
    10. “Mindbox Service Rates” shall mean the rates of the Mindbox Service subscription stated in the Annex № 1 to this Agreement.
    11. “Personal Data” shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
    12. “Data Subject” shall mean the individual to whom Personal Data relates.
    13. “Data breach” shall mean a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
    14. “Personal Data Processing Agreement” shall mean data processing terms agreed by Parties stated in Annex № 2 to this Agreement.
    15. “Processing” shall mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
    16. “Controller” shall mean Customer, being the natural or legal person, public authority, agency or other body which, alone or jointly with others, who determines the purposes and means of the processing of Personal Data.
    17. “Processor” shall mean Contractor, being the legal person who processes Personal Data on behalf of Controller.
    18. “Accounting period” shall mean one calendar month.
    19. “Force majeure event” shall mean any act of nature or the elements, terrorism, insurrection, revolution or civil strife, civil war or hostile action, labor strikes, acts of public enemies, laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, material or equipment shortages, or any other causes (except financial) beyond the control of either party.
  2. GENERAL PROVISIONS
    1. Subscription to Mindbox Service is provided in accordance with this Agreement. Through Subscription to Mindbox Service Contractor will process Personal Data of Clients. In terms of General Data Protection Regulator (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC) (Hereinafter — “GDPR”) Contractor is a Processor.
    2. Аll intellectual property rights associated with Mindbox Service belong to Contractor or its affiliated and\or subsidiary entities.
    3. Customer shall use Mindbox Service on its own to perform the respective activities e.g. to create a segment, to launch a campaign or send emails. Customer support, integrations consultancy, initial data transfer and campaigns set-up are provided by Contractor on the terms of self-service.
    4. Customer may use Mindbox Service for sending electronic messages to Clients (e.g. sms and emails), including for advertising purposes. The role of Contractor is limited to service provider functions. Due to the nature of Mindbox Service, Contractor is not liable for any negative consequences caused by activities performed by Customer, including (but not limited to) profit loss, personal data complains and issues etc. Contractor provides a tool for Customer to reach its advertising purposes and shall not be considered as an advertiser, advertising provider etc.
    5. Client information is and shall remain the property of Customer. Each Client has a unique identifier in Mindbox Service. Client information, Client actions and Client segments are available for Customer in Mindbox Service. Customer has the technical opportunity to enrich, alter, delete, upload and download information related to Clients in the Account (as defined below) in Mindbox Service, using web interface or API.
    6. Сontractor shall be responsible for the quality of Subscription to Mindbox Service in accordance with the SLA which is published on https://mindbox.cloud/documents/sla-4-0
    7. Parties agree that the percentage, speed and quality of delivery of electronic messages depend on circumstances beyond the will of Parties, for example, operational algorithms of email systems spam filters and the peculiarities of communication service providers function.
    8. Сustomer hereby agrees that Contractor is entitled to change the functionality and user interface of Mindbox Service without notifying Customer. Modification of Mindbox Service shall not relieve Contractor from any obligations and liabilities under this Agreement.
    9. Contractor has a right to involve third parties to Subscription to Mindbox Service provision on its own behalf and at its own expense. Contractor assumes full responsibility for the actions or omissions of such third parties in relation to this Agreement as if the actions and omissions of such third party are made directly by Contractor.
    10. Contractor shall execute the following actions within three (3) business days after the receipt of the first advance payment from Customer according to this Agreement:
      • Assign a project manager (hereinafter – “Manager”) and a lead manager (hereinafter – “Lead manager”);
      • Create a Customer’s account (hereinafter – “Account”) in Mindbox Service with relevant access rights. To ensure data safety, only Lead manager has rights tocreate Account. The identification of Customer is carried out by unique access credentials: login and password (hereinafter – “Access credentials”). Customer is entitled to get extra Access credentials without any limitations. Extra Access credentials may be created by Customer on its own in Account or by Lead manager upon Customer’s request received by Means of communication.
      • Send Customer an email with all the information required for access to Mindbox Service.
    11. Information about Manager and Lead manager including phone number and email is available in Account. In case a new Manager or Lead manager is assigned to Customer, the information in Account changes respectively. These changes have legal effect and don’t require notification from Contractor or approval from Customer.
    12. Parties agree that the following representatives of Contractor have access to Account and Client information: Manager, Lead manager and customer support specialists. Contractor is entitled to give an access to Account to other responsible officials of Contractor if necessary, for example for error diagnostics.
    13. After receipt of the first advance payment from Customer Contractor shall start to render the trial period. Trial period means free a trial offer during which Customer has full access to Mindbox Service but electronic messages can not actually be sent. During the trial period Customer can explore the functionality of Mindbox Service and can integrate Mindbox Service with required data systems and services. Customer can stop the trial period and initiate full use of Mindbox Service through Account in Mindbox Service or by sending a request to Contractor by Means of communication. If Customer doesn’t stop the trial period, the trial period ends automatically after three (3) calendar months (maximum duration). Contractor starts to provide Subscription to Mindbox Service on the first day after the trial period has ended.
  3. SCOPE OF SERVICES
    1. Subscription to Mindbox Service includes:
    2. Basic module:
      • Initial Mindbox Service setup;
      • Online access to Mindbox Service without limitations of Customer’s users through web browser and API;
      • Client data import & export, triggered events, segments builder, reporting;
      • Customer support during workdays from 12 p.m. till 21 p.m GMT; and
      • Data storage limited to 1 million Clients, 100 million of Client actions, 100 million of Client segments and 10 million of orders.
    3. Extra data storage options and extra Access credentials:
      • storage of Client actions exceeding 100 million;
      • storage of Client segments exceeding 100 million;
      • storage of Client information exceeding 1 million;
      • storage of orders exceeding 10 million;
      • Access credentials exceeding 20
    4. Additional modules: Email, SMS, Viber, Loyalty, Multibrand and others. The full list and description of Additional modules are placed in Mindbox Service Rates.
    5. Customer may activate or deactivate any additional module on its own in Account or by sending a request to Contractor by Means of communication.
  4. INVOICING AND PAYMENT, TRANSFER AND ACCEPTANCE
    1. Customer makes an advance payment in the amount of _________ EUR, excluding VAT, to start the trial period.
    2. After the end of the trial period, Customer is obliged to pay for Subscription to Mindbox Service monthly in advance on the basis of received invoices till the 25th day of each Accounting period. The sum of monthly invoice shall be based on the cost of Subscription to Mindbox Service provided in the previous Accounting period. The advance payment shall provide the positive balance on the Customer’s account required to cover the costs of Subscription to Mindbox Service in the following Accounting period.
    3. Contractor is entitled to suspend Subscription to Mindbox Service with a five (5) business days’ prior notice to Customer in case Customer has failed to pay for Subscription to Mindbox Service. The period of time during which Subscription to Mindbox Service was suspended as a result of Customer’s undue performance or nonperformance of its obligations under Agreement shall be still payable according to Agreement as if Subscription to Mindbox Service was provided by Contractor. Only termination of Agreement shall mean complete termination of Subscription to Mindbox Service.
    4. All payments shall be carried out according to Agreement by wire transfer to the Contractor’s bank account.
    5. The cost of Subscription to Mindbox Service shall be calculated each Accounting period according to Mindbox Service Rates. The cost of Subscription to Mindbox Service shall be stated in the monthly detailing sent to Customer by Contractor not later than five (5) business days after the end of Accounting period ends up.
    6. Customer shall have fifteen (15) business days after the end of Accounting period to notify Contractor in writing of a bona fide dispute asserted in good faith as to one or more of the items of the monthly detailing, otherwise Subscription to Mindbox Service listed in the monthly detailing shall be considered to be accepted by Customer. Customer agrees that by not sending any notification of a bona fide dispute within the period mentioned in the previous sentence it acknowledges that Subscription to Mindbox Service was duly provided by Contractor and Customer has no claims and complaints concerning the scope and quality of Subscription to Mindbox Service provided in the respective Accounting period.
    7. In the absence of Clients, Client actions and Client segments in the database the cost of Subscription to Mindbox Service shall be calculated at a minimum rate. Non-use of Mindbox Service by Customer shall not be construed as a failure to provide Subscription to Mindbox Service by Contractor.
    8. If the commencement date of Subscription to Mindbox Service is not the first calendar day of Accounting period, the cost of Subscription to Mindbox Service shall be calculated in accordance with the following formula A = B / C * D, where:
      • A is the cost of Subscription to Mindbox Service to be charged;
      • B is the cost of Subscription to Mindbox Service for one full Accounting period;
      • C is the number of calendar days in Accounting period.
      • D is the actual number of calendar days when Subscription to Mindbox Service was provided.
    9. Additional modules activated in Accounting period shall be charged for the same period as Subscription to Mindbox Service, i.e. Subscription to Mindbox Service cost shall not depend on the date of activation or deactivation of additional modules in Accounting period.
    10. The Contractor shall be entitled to change Mindbox Service Rates by sending notification with new Mindbox Service Rates to Customer:
      • after prior approval from Customer by Means of communication — without limitation on frequency of such change with changes becoming effective on date stated in the notification;
      • without prior approval from Customer — not more frequent, than once during every twelve (12) Accounting periods, with changes becoming effective on date stated in the notification but not earlier than thirty (30) calendar days after such notification.
    11. Contractor is entitled to extend the list of the additional modules by sending a notification to Customer by Means of communication.
  5. DOCUMENTS AND NOTIFICATIONS
    1. Parties agree that the exchange of electronic documents and messages through Means of communication shall be an equivalent to the exchange of documents with handwritten signatures signed by simple electronic signature and shall have legal effect.
    2. Customer’s instructions sent by e-mail or by messengers such as Skype, Telegram and others are binding for Contractor only if they are addressed at least to two representatives of Contractor.
    3. Each Party shall notify the other Party about any change of the legal entity details or bank details, within five (5) business days after such change.
    4. Each Party shall notify the other Party of any requests made by third parties, including claims and claims arising directly or indirectly in relation to Agreement, attaching the copies of the related documents to the notice, within reasonable time enabling the other Party the opportunity for relevant defense. The Party receiving the notice may assist in the preparation of replies to such third party, giving the sender the necessary information within the time specified in such notice.
  6. WARRANTIES AND LIABILITIES
    1. Customer shall indemnify, defend and hold Contractor including but not limited to its officers, affiliates, directors, agents, employees and its successors and assigns, harmless from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys’ fees that Contractor may incur or suffer, that arise, result from, or relate to:
      • any breach of, or failure by, Customer to perform any of its obligations, warranties, covenants or agreements in this Agreement or any other agreement furnished, or to be furnished, by Customer;
      • any third party copyright and related rights infringement caused by the use by Contractor of resources provided by Customer, committed by Customer or other persons using Customer’s Account under Agreement;
      • any breach of applicable legislation, including GDPR, committed by Customer by using Subscription to Mindbox Service;
      • any activities performed by Customer.
    2. This term is applicable only if Contractor has notified Customer about the requests of third parties according to Agreement.

    3. Customer warrants that resources and objects used in accordance with the terms of Agreement are in compliance with the applicable legislation, including GDPR and legislation on personal data, on advertising and competition protection, intellectual property rights and not burdened by claims of third parties, and the Customer is the exclusive owner of the provided resources, objects and/or has all required permissions from authors and other сopyrights holders in respect to intellectual property rights on such resources, on objects included in such resources and in respect of original objects (if such resources represent revisions and/or translations), provided that such permissions should not prejudice the rights of the Contractor or impede the use of the objects by the Contractor in accordance with this Agreement. The Customer hereby grants the Contractor a non-exclusive, non-transferable right to use all the resources and objects for the purposes of due performance of Contractor’s obligations under Agreement.
    4. Customer is responsible for the relevant quality of Client information for Message Delivery Systems and guarantees such relevant quality. To ensure successful delivery of Customer’s electronic communications and to maintain the rating of Mindbox Service in the systems of message delivery, Contractor is entitled to ask Customer to carry out the required actions, including:
      • clean the database from dubious or unreliable information;
      • change the frequency of mailings;
      • unsubscribe some Clients from mailings; and
      • provide Contractor with the information proving that Client information has legal origins.
      • Customer is obliged to perform the required actions within five (5) business days after receipt of the relevant request from the Contractor.

    5. Contractor is entitled to suspend Subscription to Mindbox Service with a five (5) business days’ prior notice to Customer in case Customer has violated provisions of paragraph 6.1. or 6.3. of Agreement. The period of time during which Subscription to Mindbox Service was suspended as a result of Customer’s undue performance or nonperformance of its obligations under Agreement shall be payable according to Agreement as if Subscription to Mindbox Service was provided by Contractor. Only termination of Agreement shall mean complete termination of Subscription to Mindbox Service.
    6. Сontractor guarantees compliance with GDPR and the EU Data Protection Directive in relation to the processing of Personal Data. Contractor guarantees that Client information is stored solely in the EU.
    7. Contractor guarantees compliance with Data processing terms.
    8. Contractor guarantees that it will not use Client information,whether anonymized or not, for commercial purposes. Contractor shall not mention the Customer explicitly or implicitly in marketing and statistical researches conducted by the Contractor, unless otherwise is agreed with the Customer.
  7. PENALTIES AND COMPENSATION
    1. Penalty for late performance by Customer of any obligation equals 0.1% of the value of such obligation for each day of delay, but not more than 20% of the value of the obligation and shall be accrued in the case of due written request. Penalties shall be paid within ten (10) business days after receipt of the relevant request. Contractor can demand performance of both this penalty clause and the obligation to which this penalty clause is linked. Any amount due on the basis of this penalty clause will not take the place of the compensation for damages that are due by virtue of law.
  8. FORCE MAJEURE
    1. Neither Party shall be responsible to the other Party for any delay, damage, or failure caused by or occasioned by Force majeure event. Delays due to Force majeure events shall not be deemed to be a breach of or a failure to perform under Agreement.
    2. A Party invoking Force majeure event circumstances shall notify the other Party within three (3) business days after their occurrence, otherwise it loses the right to invoke such circumstances.
  9. TERMINATION OF AGREEMENT
    1. This Agreement can be terminated upon written mutual agreement of Parties.
    2. Customer shall have the right to terminate this Agreement by a one (1) business day’s prior written notice to Contractor.
    3. Contractor shall have the right to terminate Agreement by giving notice to Customer:
      • at least one (1) business day before the termination, if Customer did not cure the reason of a suspension of Subscription to Mindbox Service within five (5) business days after the date of such suspension, or Customer was subjected to suspension of Subscription to Mindbox Service more than twice in one calendar year;
      • at least thirty (30) calendar days before the termination in other cases.
      • If the trial period wasn’t stopped by notification of Customer Contractor is entitled to terminate Agreement without a need of prior notification in the moment when cost of Subscription to Mindbox Service that has already been provided equals or exceeds the amount of the initial advance payment or any date after such moment provided that Customer doesn’t make advance payments.

    4. The moment of termination is the moment agreed by Parties or stated by one of Parties to be the last day of Agreement.
    5. Subscription to Mindbox Service that has already been provided at the moment of termination must be fully paid by Customer.
    6. Contractor shall refund to Customer all the advance payments excluding the cost of Subscription to Mindbox Service that have already been provided by Contractor at the moment of termination.
  10. JURISDICTION; VENUE
    1. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the Netherlands.
    2. Any dispute arising under this Agreement or any other agreement resulting there from and relating thereto shall be brought before the competent court of Amsterdam, the Netherlands, notwithstanding Contractor’s right to have such dispute brought before any other competent court.
  11. MISCELLANEOUS
    1. Agreement sets forth the entire understanding between Parties relating to the subject matter of Agreement and supersedes all prior agreements, correspondence and discussions between Parties relating to the subject matter of this Agreement and merges all prior and contemporaneous discussions between them.
    2. Agreements or stipulations mutually agreed on by Parties in mutually acceptable manner that are contrary to any term of Agreement shall prevail, unless Contractor and Customer have expressly agreed in writing that such agreement or stipulation shall not supersede the terms of Agreement. The Annex to Agreement stipulating Mindbox Service Rates shall constitute an integral part of Agreement and shall be construed in accordance with Agreement.
    3. In the event that any clause or covenant of Agreement shall be unenforceable or invalid under applicable laws or be so held by an applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole.
    4. Contractor is entitled to place the logo (trademark) of Customer and a hyperlink to Customer’s website in presentations/promotional materials and on Contractor’s website.
    5. Contractor is entitled to use anonymized Client information and Client actions for the purpose of marketing and statistical research. The research results may be published with public access and announced at public events.
    6. Agreement as well as all legal instruments with regard to Agreement may be executed in any number of counterparts, each of which shall be deemed an original and the signed counterparts will together form a single binding instrument.
    7. Delivery of any executed counterpart by Means of communication shall be equally effective as delivery of hard copy executed original. Upon receipt of such request Contractor shall provide Customer with a hard copy of the executed counterpart of Agreement within seven (7) business days after the request, but failure to do so shall not affect the validity, enforceability or binding effect of Agreement.
    8. IN WITNESS WHEREOF, Parties have executed Agreement effective as from Effective Date stated above.
  12. DETAILS AND SIGNATURES OF THE PARTIES
CUSTOMER: ______________ CONTRACTOR: Mindbox.Cloud B.V.
VAT number: ______________ VAT number: NL858208982B01
CIN/CRN: ______________ KvK-number: 70240833
RSIN: 858208982
Address: ______________ Address: Strawinskylaan 613, 1077 XX
Amsterdam, the Netherlands
IBAN: ______________ IBAN: NL59 INGB 0008 1032 11
Bank name: ______________ Bank name: ING Bank, Breda,
Netherlands
SWIFT code: ______________ SWIFT code: INGBNL2A
Representative of the Customer:
Customer’s email domain:
_______________________________

Signature:______________________

Place:__________________________
Representative of the Contractor:
Managing director Ivan Borovikov

________________________________
Managing director CIS Management B.V.
represented by Yulia Karpova

________________________________
and Aharon Rabinovitz

_________________________________

Signature:_______________________

Place:Amsterdam

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