PROPOSITION (OFFER) TO CONCLUDE AN AGREEMENT FOR COMPENSATED PROVISION OF SERVICES 

PROPOSITION (OFFER) TO CONCLUDE AN AGREEMENT FORCOMPENSATED PROVISION OF SERVICES 
This document is a proposition (an offer) to conclude an agreement (“Agreement“or “Contract”) through information and telecommunication systems between A.B.DIGITAL HORIZON SYNDICATE LIMITED, a legal entity incorporated by the lawsof the Republic of Cyprus, company registration number HE451879, whichorganized and existing in Archiepiskopou Makariou III, 95, Charitini Building,1st Floor, Flat/Office 102 1071 Nicosia, Cyprus (“Contractor”), and consumer(physical person) or private entrepreneur/or legal entity, which incorporatedand performed an activity in accordance with the laws of Great Britain or theUnited States of America or another country (“Client”), for Services to beprovided by Contractor on behalf of the Client, hereinafter referred to as «Parties»or each separately “Party”. 

‍
Payment by You or your employee and/or representative for our Services inaccordance with the conditions in this proposition (offer) shall be deemed Yourunconditional acceptance of the conditions set forth in the offer, i.e.acceptance of the offer, and shall show the fact of conclusion of theAgreement, and you, as a person, whether in the interests of which this offerhas been expressed and the Agreement has been concluded, become the Client.
By agreeing to the terms of the Agreement through unconditional acceptance ofthe offer, the Client also confirms his/her full legal capacity, including theabsence of any restrictions on the powers of the employee and/or the Client’srepresentative for the conclusion of the Agreement (in particular, on theimplementation of the prepayment in the following order) and responsibility forbreach of obligations under this offer and conclusion of the Agreement.
This offer enters into force from the date of placement in the Internet at theaddress: https://www.goad.global/offer/advertising_services/and is valid till the moment of withdrawal of the offer by the Contractor. Thecontractor may change any conditions of the offer at any time at his discretionin a unilateral order or to withdraw it without prior agreement with the personto whom this offer was addressed. In case of a change of the conditions of theoffer by the Contractor, the new version of the offer will come into force fromthe moment of placement of the new offer in Internet, if the other term isn`tspecified by the Contractor at such placement. Change in the terms of the offerdoes not cause changes in the terms in the Agreement concluded by the Parties,unless otherwise predicted by the Agreement.

‍
This Agreement is not a public agreement or an adhesion contract. After thisAgreement comes in force, all previous negotiations in connection with it,correspondence, preliminary agreements, memorandum on intentions and any otheroral or written arrangements of the Parties regarding the issues that aresomehow related to the subject of this Agreement become null and void, howeverthey can be taken into consideration for interpretation of this Agreement.
WHEREAS, Contractor agrees to provide the services set forth in this Agreement;
WHEREAS, The Parties acknowledge any email correspondence to the contact emailaddresses, specified in Contract and/or in Parties’ contacts at the“Reporting”, or through the “Reporting” as sufficient evidence and theonly binding way of communication of the Parties. Other e-mail addresses agreedby the parties under the provisions of this paragraph can be accepted as acontact email.
Google services documents are also acknowledged by the parties as sufficientevidence and are one of the binding ways of communication if the Contractorprovides access to such documents to the Client;
 

‍
1. DEFINITIONS:
1.1. "Services" shall mean services for the setup of theClient's accounts within various Traffic Attraction Systems (including, but notlimited to, Telegram Ad Platform (https://promote.telegram.org/),Google Ads, TikTok Ads, Meta Ads, etc., as mutually agreed upon by Parties viaemail) and replenishment advertising budget for advertising campaigns, providedby the Contractor to the Client on the terms hereof. 
1.2. “Site” shall mean any resource on the Internet, consisting of oneor a certain number of pages on the Internet, each with its own content andaddress on the Internet and freely or under certain conditions available for aparticular domain name for the users of the Internet (persons who have accessto the Internet). The designation of ownership of the site of the Party, asClient's site of Contractor's site, shall be understood as confirmation ofParty`s right to use the site, including for the purpose of the Client'sconsumption or provision of services by the Contractor under the Agreement, andthe obligation of such party to bear any risks and liability on its own inconnection with the non-legal use of the site by such party, including with theabove-mentioned purpose, as well as with the non-compliance of the site contentwith the requirements of the applicable law and the terms of the Agreement.
1.3. “Search Engine” shall mean third person, who provides Internetusers services for search information, located on sites in the Internet (inparticular, Client's site), under their search queries with possibility to moveto certain sites relevant to the search query terms. The search engine, inparticular Google (URL address: www.google.com),provides services by granting users access and use rights through the Internetand sites by systems, services, services (computer programs or software andtechnical complexes) for search of information in the Internet.
1.4. “Web Analytics System (Service)” shall mean the third personproviding services through the Internet to collect, streamline or process,analyze and provide statistical information about certain events orcircumstances regarding information resources (sites) on the Internet ande-commerce. 
1.5. “Accounting Record (Account)” shall mean a tool of the authorizeduse of the access rights to use the computer programs or software and hardwaresystems and services provided through the Internet, including the services ofthe Web Analytics System, Traffic Attraction System, Electronic mailingservice. The account shall contain the information about the user, which hasaccess; the means of access through the procedures of identification,authentication and authorization of the user and may contain ID account,statistical or other information on the use of computer programs or softwareand hardware systems, services or actions of their users.
1.6. “Reporting” shall mean the electronic transmission of therequired reporting data via e-mail. 
1.7. “Technical Task” or “TT” shall mean Contractors complexrecommendations for obtaining or setting up by the Client’s access and usingrights via the Internet with special systems, services, services (computerprograms or software and technical complexes, such as Google Tag Manager, etc.)by the Client or Contractor, necessary for services provision and/orrealization, management and tracking of effectiveness of the Client’sadvertising campaign and/or technical tasks on search and internal optimizationof the site by implementation by the Client’s forces or the third parties,involved by the Client, in the Client site modifications, provided by suchtechnical tasks.
1.8. “Employees and/or representatives” shall mean persons on the partof the respective party, which take part in the conclusion, execution,termination of the Agreement. Each Party, at its own discretion and on its owndecision, without any additional agreement with the other party, shalldetermine the necessity and conditions for the attraction of its employeesand/or representatives, delegate them duties and/or authority of their rightsunder the Agreement, however, such Party is full responsible before other Partyfor the actions and consequences of its employees and/or representatives, asfor its own actions and consequences.
1.9. “Electronic Correspondence of the Parties” means sending by any ofthe Parties to the other Party in the cases provided for by the Agreementelectronic messages and/or documents (files) in electronic form, which iscarried out through the e-mail addresses (e-mail) of the Parties specified inunder the Agreement, or Internet services "Google Docs" (https://docs.google.com/), "GoogleDrive" (https://drive.google.com/),to documents or tables in which the Contractor can provide the Client withaccess via email addresses determined in under the Agreement.
Any definition may be used in the Agreement with a large or small letter, in acorresponding distinction and number depending on the context. Otherdefinitions, which may be used in the Agreement, have the meaning and contentin accordance with the applicable law and terms of systems and services, whichcan used in process of services provision.
 

‍
2. SERVICES
2.1. According to this Contract, the Client contracts and pays, and theContractor commits himself to provide Services monthly (monthly basis). 
2.1.1. Services include a set of actions identified by a Contractor asnecessary for their implementation and agreed by the Parties via electroniccorrespondence of the Parties.
By the way, such a plan can consist technical preparation, preparation of thetechnical requirements for the implementation by the Client, analysis andsettings of the Client's Advertising Campaign goals, selection of optimalstrategy for the Client's Advertising Campaign, setting up and optimization ofthe Client's Advertising Campaign, additional actions for the targeting,analysis of the effectiveness of the Client's Advertising Campaign, provisionreports, etc.
2.1.2. The Parties acknowledge and agree that the Services provided under thisAgreement are classified as non-digital professional business services andconsist of advertising support, marketing consulting, account management,campaign optimization, analytical services and other related activitiesrequiring substantial human involvement, expertise and professional judgment.
The Parties further acknowledge that the Services are not classified aselectronically supplied services (digital services) for the purposes ofdetermining the place of supply and VAT treatment under applicable taxlegislation. Any use of electronic systems, advertising platforms, softwaretools, reporting systems or online communication channels shall be ancillary tothe provision of the Services and shall not affect their classification asnon-digital professional services.

2.2. The Services are provided by the Contractor on theterms of their prepayment only, in accordance with the terms of the Agreement,the technical capabilities of the Traffic Attraction Systems and the Internet.
2.3. The Contractor starts to fulfill their obligations under the Agreementfrom the moment of receipt of the prepayment determined in accordance with theAgreement and also approval by the Parties a set of actions for the first monthof Services provision.
2.4. The Parties may agree via email with additional services not foreseen bythe Agreement. Offer must include a list of actions, cost, period of provision,and other terms (if apply). 
 

‍
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The Contractor has obligations to:
3.1.1. provide the Services in the manner and on the terms and conditionsspecified in the Agreement;
3.1.2. report through the "Reporting" service on the progress and thenecessary actions regarding for each month of the services provision, and alsoensure that during the term of the Agreement the Client through the“Reporting”, and the information contained therein, is able to control theprovision of the Services;
3.1.3. unless otherwise provided by the Contract, to resolve any issues relatedto the progress of the Services provision, including agreeing with the Clientthe set of such Services and the composition of the necessary actions of theContractor, via e-mail, through the e-mail addresses of employees and/orrepresentatives of the respective Party, coordinating from name of such Party.The e-mail addresses of employees and/or representatives of the Contractor areregistered in the domain goad.global, what affirmed by relevant designation insuch e-mail address (for example, …@goad.global);
3.1.4. perform other obligations under the Agreement.
3.2. The Contractor has rights to:
3.2.1. during the whole term of the Agreement have free access to Client'saccounts information and use such information to fulfill the obligations underthe Agreement;
3.2.2. by its own decision and at its own discretion, without any additionalapprovals from the Client, involve any third parties in the provision ofservices under the Agreement, in particular, employees and/or representativesof the Contractor, subject to the Contractor's responsibility to the Clientaccording to the Agreement for the actions or consequences of the actions ofsuch involved third parties regarding the provision of services under theAgreement, as for the Contractor's own actions;
3.2.3. in the event of a breach by the Client of his obligations underparagraph 3.3.1., as well as other violations of the Agreement that prevent ormake it impossible to provide the Services, the Contractor may completelysuspend the provision of the Services under the Agreement until such violationis terminated and its consequences eliminated or return to normal that precededsuch a violation. Such suspension is automatically performed in accordance withthe procedure provided by the Agreement for ensuring enforcement of obligationsof the Client, using the Software and hardware of the Contractor, through whichthe Services are organized and/or provided. The Client understands and acceptsall risks arising from such suspension of the provision of the Services; 
3.2.4. terminate the Agreement ahead of schedule, including unilateral refusalof it in the cases and in the methods specified in the Agreement and laws;
3.2.5. use other rights that arise under the Contract or are provided by thecurrent legislation and do not conflict with the terms of the Contract.
3.3. The Client has obligations to:
3.3.1. pay for the Services and/or for the amount of the Advertising budget forAdvertising Campaign (services of the Traffic Attraction Systems) in accordancewith Agreement;
3.3.2. also at the request of the Contractor, provide access or informationthat Contactor needs for Services provision within 3 (three) business days, andtake all necessary and sufficient measures to eliminate technical or any otherobstacles that render it impossible to fulfill the obligations under theContract properly. The provided access and information should be relevant,reliable, complete and not contradictory;
3.3.3. properly execute and implement the recommendations of the Contractorcontained in the TT, and in case of refusal or improper performance of thisobligation - bear all the risks of the Contractor's inability to obtain theinformation necessary for the proper provision of the Services independently,and be responsible for any consequences arising as a result;
3.3.4. be fully responsible for the compliance of the provided AdvertisingMaterials and the methods of their placement, with all applicable laws, rules and regulations;
3.3.5. unless otherwise provided by the Contract, to resolve any questionsabout the provision of the Services, including their scope and composition ofactions, via email;
3.3.6. fulfill other obligations arising from the provisions of the Contract ordirectly provided by the current legislation and not inconsistent with the termsof the Contract.
3.4. The Client has rights to:
3.4.1.control the provision of Services and the implementation of the Contractterms, be informed of the Statistics and other data about advertisingcampaigns;
3.4.2. provide advertisements (materials) to the Contractor for setting up theAdvertising Campaign, provided they meet the requirements and restrictionsconcerning such advertisements (materials) and their contents by the applicablelaw and/or the Traffic Attraction System;
3.4.3. with the consent of the Contractor via email, to change in accordancewith the Contract, the amount of the the Advertising budget spent for theAdvertising Campaign for the current and/or next calendar month of the Servicesprovision;
3.4.4. suspend the payment by the Client and provision of the Services by theContractor under the Contract, provided that the written notification (warning)about it from the Client was received by the Contractor not later than 3(three) working days before such suspension;
3.4.5.terminate the Agreement ahead of schedule, including unilateral refusalof it in the cases and the ways specified in the Agreement and laws;
3.4.6. use other rights that arise under the Contract or are provided by thecurrent legislation and do not conflict with the terms of the Contract.
 

‍
4. PAYMENT
4.1.The price of the Agreement is equal to the sum of the total cost ofServices provided under the Contract, and the amount of payments for theservices of the Traffic Attraction Systems. The total cost of the Contractor'sservices under the Contract is equal to the sum of the cost of Services foreach calendar month of Services provision determined in accordance with theAgreement and electronic correspondence.
4.1.1. The cost of Contractor’s Services for each month of the Servicesprovision for each Traffic Attraction System separately depends on the agreedamount for the advertising campaign, agreed by the Parties via email, confirmedby the corresponding invoice.
For clarity, the amount of the Contractor’s remuneration (services cost) isequal to the relevant percentage from the Advertising budget in the TrafficAttraction System for each month, relying on the thresholds, agreed by theParties via email or relevant Annex to the Agreement.
For the goals of the Agreement, each month means a calendar month, except thefirst and last months of cooperation. In such cases, each month means anincomplete month.  
4.1.2.  Parties agreed, that the amount of the Advertising budget forAdvertising Campaign for each month of Services provision should be determinedby the Parties via email before beginning of such month. The amount of the theAdvertising budget for Advertising Campaign for each month of the Servicesprovision is agreed by the Parties via email and should be paid in the order offull prepayment. The Parties individually determine the opportunity for change(increase/decrease) to such amount.
4.2.    The final amount of the Contractor's remuneration depends onthe amount of the Advertising budget, spent on the Client’s Advertisingcampaign in corresponding month, but in no case shall the Contractor'sremuneration be less than €100.
4.2.1.    In case the final amounts of the Contractor's remunerationand spent Advertising budget for the relevant month is less than the amounts ofprepayment of the Contractor's remuneration and agreed Advertising budget forsuch month, then the Contractor credits such difference as advance payment forthe future periods under this contract.

4.3.    The change of the list of Services or theamount of spend on the Advertising Campaign during the current calendar monthfor the provision of services is allowed after prior agreement with theContractor and can lead to a change of the cost of the Services for a currentmonth.
4.4.     All payments shall be made as wire transfers in EUR (€) orUSD ($) to the Contractor's bank account or in USDC (USD Coin), using thewallet address and additional instructions from the Contractor via email. TheClient pays all expenses related to the transfer of funds when paying for theContractor’s Services. 
4.4.1. All payments are exclusive of any applicable taxes (includingVAT/GST/sales tax), unless stated otherwise. Any taxes, duties, levies, orgovernmental charges imposed under the laws of Client’s jurisdiction inconnection with payments to Contractor shall be borne and paid by Client at itsown expense, and Contractor shall be entitled to receive the full amount of theservices cost as if no such deduction or withholding were required. The Clientshall be solely responsible for the payment of any and all taxes applicable inClient's jurisdiction in connection with the provision of the services,including, without limitation, any local taxes, value added tax (VAT), goodsand services tax (GST), sales tax, withholding tax, and any similar taxes orcharges.
4.4.1.1. The Client shall be solely responsible for determining and complyingwith any tax registration, reporting, payment, reverse charge, withholding tax,VAT/GST, sales tax, or similar obligations arising in its jurisdiction inconnection with the Services. The Contractor shall have no liability for theClient's failure to comply with such obligations.
4.4.2. The Contractor shall issue prepayment invoices (retainer or prepaymentinvoices) prior to the provision of services. Such invoices are intended foradvance payments and are not tied to the reporting period (calendar month).
4.4.3. The Contractor shall issue invoices for the services actually renderedupon completion of the relevant reporting period (calendar month).
Upon the Client’s request, the Contractor shall issue and deliver the relevantInvoice as soon as reasonably practicable after the end of the reporting period(calendar month), and in any event no later than ten (10) calendar days fromthe date of receipt of such request from the Client. 
4.4.4. Each payment shall be made as full advance payment within 5 businessdays after receipt of a proper prepayment invoice (for wire transfer) orrelevant notification via email (for digital assets). 

4.4.5. If the Client pays in another currency, for thepurposes of this Agreement, the applicable exchange rate shall be the exchangerate on the invoice date. For contractual clarity, the Parties agree that theexchange rate as of the invoice date shall mean the exchange rate published onthe official website of the European Central Bank (www.ecb.europa.eu) at 16:00Central European Time (CET) on the date before the day of the invoice issuing..
4.4.6. The Parties have agreed that, for the purposes of invoicing andaccounting, the exchange rate of USDC to USD or to EURO shall be fixed at thetime of invoice issuance, based on the rate published onhttps://www.binance.com/en/price/usd-coin. The amount indicated in the invoiceshall be considered the final and binding value of the transaction. Thecorresponding amount of USDC to be transferred by the Client shall becalculated based on the fixed rate as of the invoice date. The Partiesacknowledge that the payment in USDC constitutes a non-monetary settlement forthe invoiced amount, and that no further revaluation of the received digitalasset shall be conducted for accounting or tax purposes, regardless of theactual rate at the time of payment confirmation. This clause is intended toavoid foreign exchange differences and simplify the accounting treatment of thetransaction in accordance with applicable standards in the jurisdictions ofboth Parties.
4.5. The Client pays all expenses and commissions related to the transfer offunds when paying for the Contractor’s Services. The Contractor includes thetax on the invoice if such obligation is predicted by applied legislation.
4.6. Additional clause for the Telegram Ad Platform cooperation:
4.6.1.The minimal advertising budget for an invoice is 500,00 EUR (net). 
4.6.2. For each fund distribution under each account, the amount is equal to500,00 EUR (net).
4.6.3. For each new (created) Account, the Client is obliged to spend 500,00EUR (net) from the paid advertising budget (return of the funds for this partisn`t allowed).
4.7. The Parties have agreed the following conditions for Inactive Accounts andAnnulment of Funds.
4.7.1. For B2B Clients (Legal Entities and Entrepreneurs):
Any funds remaining on the B2B Client's account for a period of 3 (three)consecutive years from the date of the last transaction or deposit shall bedeemed expired. The Company shall provide a final notice to the Clientregarding the upcoming expiry via Reporting. If the Client fails to claim,withdraw, or utilize the funds within 30 (thirty) days of such Reporting, thefunds shall be permanently annulled and forfeited in favour of the Company. Theparties expressly agree that such annulment represents the final extinguishmentof the Company’s contractual liability due to the lapse of time, constitutes afundamental commercial term of this Agreement, and shall not be construed as apenalty.
4.7.2. For B2C Clients (Individuals/Consumers):
Any funds remaining on the B2C Client’s account for a period of 6 (six)consecutive years (in accordance with the Cyprus Limitation of ActionableRights Law 66(I)/2012) shall be deemed dormant. The Company shall notify theClient of the status of such funds via Reporting 30 (thirty) days prior to theexpiration of the 6-year period. If no action is taken by the Client to utilizeor reclaim the funds within this notice period, the funds shall be annulled,the account shall be closed, and the Company’s liability to provide services orrefunds shall be extinguished due to the expiration of the statutory limitationperiod under the laws of the Republic of Cyprus.
 

‍
5. TERM
5.1. The term of this Agreement is till the end of this calendar year. If theparties one month before the Contract termination do not declare their desireto terminate it, the Contract is automatically prolonged for the next calendarmonth  without limiting the number of such prolongations.
 

‍
6. CLIENT RESPONSIBILITY AND COPYRIGHT CONSIDERATIONS
6.1. Client will supply Contractor with all the text, documents, and othernecessary materials, if applicable to the project, including but not limited torecords about Site traffic for the rendering of agreed upon Services. TheClient affirms the full copyright ownership of such materials or having theproper permission from the copyright owner(s) for the use of such materials.The Client will indemnify the Contractor and hold the Contractor harmlessagainst any claims of libel, copyright, or trademark infringement broughtagainst the Contractor with respect to the use of those materials.
6.2. The Contractor is not responsible for technical shortcomings, failures,technical features, and changes in algorithms for search engines, trafficattraction systems, systems (services) of web analytics, for the actions of theowners and/or administrators of these systems, as well as for violations of theAgreement caused by this. The Contractor does not affect the improvement of thefinancial and economic indicators of the Client (increase in sales, demand,improvement of sales, ROI, etc.), the economic expectations of the Client fromthe Contractor's services, and traffic indicators of the Client's Website,advertising campaigns of the Client are beyond the control of the Contractor.The Contractor shall not be liable for the failure or non-receipt by the Clientof the economic or financial result that the Client expects to obtain with thehelp of the Contractor's services and/or the Client's advertising campaigns,and/or modification of the Client's Website in accordance with the TT documentprovided by the Contractor.
6.3. The Client guarantees any elements of text, graphics, photos, designs,trademarks, or other artwork provided to the Contractor for inclusion on theSite above are owned by the Client, or the Client has received permission fromthe rightful owner(s) to use each of the elements, and will hold harmless,protect, and defend the Contractor and its subcontractors from any liability orsuit arising from the use of such elements.
6.4. License. Client grants Contractor a limited, non-exclusive, royalty-free,revocable (at any time, at Client’s sole discretion) right (“License”) to usethe Client’s trademarks, trade names, logos and URLs and associated materials,language or code, as to be indicated from time to time in respective emails(collectively, “Working Materials”) as necessary solely for the performance ofthe Contractor’s Services under this Agreement. Client reserves all otherrights and interest, including, without limitation, all Client IP Rights, inand to the Client Working Materials. Upon completion or termination of thisAgreement, or upon Client’s written request, Contractor will immediately returnall Client Working Materials to Client and further agrees to destroy all copiesof Client Working Materials contained in or on Contractor’s premises, systems,or any other equipment or location otherwise under Contractor’s control. Withinten (10) days of such request from Client, Contractor agrees to provide writtencertification to Client that Contractor has returned or destroyed all ClientWorking Materials as provided in this Section.
6.5. Marketing Activities. Client grants Contractor limited, non-exclusive,royalty-free right to use the Client’s trademarks, trade names, logos and URLs,associated materials, brief information about the Client's professionalactivities in the form in which the Client provides information about himselfon the Client's Site or other resources on the Internet and information aboutServices and relative amounts of Services provision results under thisAgreement (collectively, “Marketing Materials”) for:
- indication on the Site of the Contractor (https://goad.global/);
- publication in any cases (reports, publications, professional and othereditions, social networks, media and Internet);
- publication in Contractor's promo materials;
- other marketing purposes.
The Contractor can’t use absolute values of the results of the Servicesprovision without prior approval of the Client.
The Contractor can’t publish any private information (except MarketingMaterials), obtained during Services provision without prior approval of theClient.
Parties agreed, that this paragraph change any others deals and/ornon-disclosure agreements, which were concluded earlier, and if it’s impossible– such deals and/or non-disclosure agreements become terminated by agreement ofthe Parties from the Date of Agreement conclusion.
6.6. Prohibited Activities. Contractor agrees not to associate WorkingMaterials and/or Marketing Materials with content that is unlawful in anymanner, or which is otherwise harmful, threatening, defamatory, obscene,offensive, harassing, sexually explicit, violent, discriminatory, or otherwiseobjectionable in Client’s sole discretion. Contractor agrees not to sendunsolicited electronic messages to multiple unrelated recipients (“Spamming”)in promoting the Client’s service, or otherwise to engage in any other form ofmass electronic communications prohibited by law in connection with activitiescontemplated under this Agreement.
6.7. Intellectual Property Rights. All Client’s intellectual property rights(such as but not limited to trademarks, trade names, logos, patents,copyrights, domain names and derivative rights) and related content andtechnology around the world (“Client IP Rights”) are and will remain theexclusive property of Client and its affiliates. The License granted by Clientto Contractor under Section 6.4 here above is granted solely under the terms ofthis Agreement and in furtherance of its objectives. Contractor agrees to (a)not use any Client’s IP Rights in any manner reasonably likely to breach thisAgreement; (b) not do anything contesting or impairing any Client’s IP Rights;(c) not create or obtain any intellectual property rights (such as but notlimited to trademarks, trade names, logos, patents, copyrights, domain namesand derivative rights) that are substantially similar to any Client’s IPRights; (d) promptly notify Client of any unauthorized use of any Client’s IPRights of which Contractor has actual knowledge; and (e) always use the WorkingMaterials and any other Client’s trademarks in good faith, and in compliancewith this Agreement, applicable law and regulations. Client may performperiodic reviews of any Working Materials, and shall have the exclusive authorityand discretion to order the removal and/or amendment of any Working Materialspresented hereunder within ten (10) calendar days.
 

‍
7. THE LIMITATION OF CONTRACTORS RESPONSIBILITY
7.1. THE CLIENT AGREES TO LIMIT CONTRACTOR'S LIABILITY FOR LOST PROFITS,REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL,EXEMPLARY, OR PUNITIVE DAMAGES, ARISING FROM CONTRACTOR'S PROFESSIONAL ACTS INTHE PROVISION OF SERVICES, ERRORS OR OMISSIONS SUCH THAT THE TOTAL LIABILITY OFCONTRACTOR SHALL NOT EXCEED HALF OF CONTRACTOR'S TOTAL FEES FOR THE SERVICESPROVIDED FOR THE LAST CALENDAR MONTH.
7.2. The Agreement could be terminated by the Contractor unilaterally inconnection with the payment of the amounts specified in Paragraph 7.
7.3. If notice of termination is given by either the Client or the Contractor,no new work shall be initiated, but any work previously authorized by theClient up to the moment of receipt by Contractor or Client of terminationnotice shall be completed, and Client agrees to be responsible for promptpayment for such services to Contractor based upon the mutually agreed uponhourly fee. These same terms will apply if either the Client or the Contractorshould initiate termination.
 

‍
8. TERMINATION
8.1. Either Client or Contractor may, either individually or by mutualagreement, terminate this Agreement by giving written notice to the other partynot later than 30 (thirty) calendar days before the date of the cancellation ofthe Agreement.
8.2. Client and Contractor are in agreement that circumstances or conditionssometimes arise that warrant or necessitate termination of theClient-Contractor working relationship. In view of this possibility, both theClient and Contractor agree that should the relationship terminate, it will bedone so in an amicable fashion, maintaining an attitude of cooperation andprofessional demeanor, with respect for the reputation and dignity of the otherparty.
8.3. The Contractor may terminate this Agreement ahead of schedule (unilateralrefusal) if the Client breaches requirements/restrictions/obligations relyingon advertising campaigns, advertisements (materials), and their contents by theapplicable law or policies of the Traffic Attraction Systems. In such cases,the Parties determine the technical opportunity of data export from the Clientaccounts into new accounts and the term for the unused balance refund viaemail.
 

‍
9. OTHER TERMS
9.1. This Agreement shall be governed by the laws of the Republic of Cyprus.
9.2. Any dispute arising out of or in connection with this contract, includingany question regarding its existence, validity or termination, shall bereferred to and finally resolved by arbitration under the LCIA Rules, whichRules are deemed to be incorporated by reference into this clause.
- The number of arbitrators shall be one.
- The seat or legal place of arbitration shall be London.
- The language to be used in the arbitral proceedings shall be English.
- The governing law of the contract shall be the substantive law of theRepublic of Cyprus.
9.3. This agreement shall represent the full scope of terms between Contractorand Client related to the services described therein. Client and Contractor arein agreement that Contractor may amend the Agreement by placing the Agreementin a new version in the following order:
9.3.1. In the event of changes to the Agreement, the Contractor shall informthe Customer via email and give Сlient`s possibility to introduction with theAgreement in a new version on the Contractor's website (at the URL, which willbe indicated in such communication from the Contractor) within 14 (fourteen)calendar days before such changes will enter into force.
9.3.2. The Parties agreed, that changes under paragraph 9.3.1. of the Agreementdoes not need any additional agreement and will enter into force from date,determined by paragraph 9.3.1. of Agreement. 
9.3.3. In case of disagreement with change of the Agreement, Client shouldnotify Contractor about if before such changes will enter into force. 
9.3.4. The Client’s prepayment of services after the entry into force changesto the Agreement confirms his agreement with changes to the Agreement.
9.3.5. Client and Contractor are in agreement that Contractor can`t amend theAgreement in part of its chapter 4 for services, for which the Contractor hasreceived payment.
9.4. Any notice, request, consent or approval required or permitted to be givenunder this Agreement or pursuant to law shall be sufficient if in writing, andif and when sent by e-mail (as a scan or PDF) to email addresses set forth inthis Agreement, fax, or courier mail to Parties’ addresses.
9.5.  Independent Contractors. The Parties herein act on their own behalfas independent contractors. Nothing in this Agreement shall create any jointventure, agency, franchise, sales representative, employment or any otherrelationship between the Parties beyond the relations set out in thisAgreement.
9.6. Unused Funds and Account Inactivity. Any funds prepaid by the Client andcredited to the Client's account balance with the Contractor may be used solelyfor the purchase of Services under this Agreement.
Where any portion of such funds remains unused, the unused balance shall remainavailable to the Client for a period of three (3) years from the date on whichthe relevant funds were credited to the Client's account.
If no Services are purchased and no written request regarding the unusedbalance is received from the Client during such three (3) years period, theContractor may, upon providing at least thirty (30) days' prior written noticeto the Client, cancel the unused balance. Upon such cancellation, the relevantfunds shall expire and shall no longer be available for use or refund, exceptto the extent otherwise required by applicable law.
9.7. Force Majeure. A Party shall not be obliged to perform any of itsobligations herein if it is prevented from doing so by a situation of forcemajeure. “Force majeure” events shall include events beyond the reasonablecontrol of the Parties, including acts of God, acts of government, acts ofnature, strikes or riots, as well as defects in objects, materials or softwareof third parties. If a situation of force majeure lasts for more than thirty(30) days, either Party may terminate this agreement upon written notice to theother Party.
9.8. Entire Agreement; Severability. This Agreement represents the entireagreement among the Parties regarding the subject matter thereof and theParties’ respective obligations and commitments herein. Whenever possible, eachprovision of this Agreement shall be interpreted in such a manner as to beeffective and valid under applicable law, but if any provision of thisAgreement shall be prohibited by or invalid under applicable law, suchprovision shall be ineffective only to the extent of such prohibition orinvalidity, without invalidating the remainder of such provision or theremaining provisions of this Agreement.
9.9 Entire force. After this Agreement comes in force all previous negotiationsin connection with it, correspondence, preliminary agreements, memorandum onintentions and any other oral or written arrangements of the Parties regardingthe issues that are somehow related to the subject of this Agreement becomenull and void, however they can be taken into consideration for interpretationof this Agreement.
9.10. Accuracy of details. The Parties bear full responsibility for accuracy ofthe details, stated by them in this Agreement and undertake to inform eachother promptly as for any changes in their details, failing which the Parties bearthe risk of origin of negative consequences connected with such failure.
9.10. Assignment of the rights. Assignment of the right of demand and (or)transfer of the debt under this Agreement by any party to the third person isnot allowed. 
9.11. Additional agreements. Additional agreements and the Addendums hereto areintegral parts of this Agreement and are binding if executed in writing, signedby the Parties and affixed with the seals of the Parties.