PROPOSITION (OFFER) TO CONCLUDE AN AGREEMENT FOR COMPENSATED 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 laws of the Republic of Cyprus, company registration number HE451879, which organized 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/legal entity, which incorporated and performed an activity in accordance with the laws of Great Britain or the United States of America or another country (“
Client”), for Services to be provided 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 in accordance with the conditions in this proposition (offer) shall be deemed Your unconditional acceptance of the conditions set forth in the offer, i.e. acceptance of the offer, and shall show the fact of conclusion of the Agreement, and you, as a person, whether in the interests of which this offer has been expressed and the Agreement has been concluded, become the Client.By agreeing to the terms of the Agreement through unconditional acceptance of the offer, the Client also confirms his/her full legal capacity, including the absence of any restrictions on the powers of the employee and/or the Client’s representative for the conclusion of the Agreement (in particular, on the implementation of the prepayment in the following order) and responsibility for breach of obligations under this offer and conclusion of the Agreement.This offer enters into force from the date of placement in the Internet at the address:
https://goad.global/offer/ad_acc_balance_refill_abdhsl and is valid till the moment of withdrawal of the offer by the Contractor. The contractor may change any conditions of the offer at any time at his discretion in a unilateral order or to withdraw it without prior agreement with the person to whom this offer was addressed. In case of a change of the conditions of the offer by the Contractor, the new version of the offer will come into force from the moment of placement of the new offer in Internet, if the other term isn`t specified by the Contractor at such placement. Change in the terms of the offer does 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 this Agreement comes in force, all previous negotiations in connection with it, correspondence, preliminary agreements, memorandum on intentions and any other oral or written arrangements of the Parties regarding the issues that are somehow related to the subject of this Agreement become null and void, however they 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 email addresses, specified in Contract and/or in Parties’ contacts at the “Reporting”, or through the ““Reporting”” as sufficient evidence and the only binding way of communication of the Parties. Other e-mail addresses agreed by the parties under the provisions of this paragraph can be accepted as a contact email.Google services documents are also acknowledged by the parties as sufficient evidence and are one of the binding ways of communication if the Contractor provides access to such documents to the Client;
1. DEFINITIONS:
1.1. "
Services" shall mean services for the setup of the Client's accounts within various Traffic Attraction Systems (including, but not limited to, Telegram Ad Platform (
https://promote.telegram.org/), Google Ads, TikTok Ads, Meta Ads, etc., as mutually agreed upon by Parties via email) and replenishment advertising budget for advertising campaigns, provided by the Contractor to the Client on the terms hereof. 1.2.
“Site” shall mean any resource on the Internet, consisting of one or a certain number of pages on the Internet, each with its own content and address on the Internet and freely or under certain conditions available for a particular domain name for the users of the Internet (persons who have access to the Internet). The designation of ownership of the site of the Party, as Clien’s site of Contractors site, shall be understood as confirmation of Party`s right to use the site, including for the purpose of the Clien’s consumption or provision of services by the Contractor under the Agreement, and the obligation of such party to bear any risks and liability on its own in connection with the non-legal use of the site by such party, including with the above-mentioned purpose, as well as with the non-compliance of the site content with the requirements of the applicable law and the terms of the Agreement.1.3.
“Search Engine” shall mean third person, who provides Internet users services for search information, located on sites in Internet (in particular, Clien’s site), under theirs search queries with possibility to move to certain sites relevant to the search query terms. The search engine, in particular Google (URL address:
www.google.com), provides services by granting users access and use rights through the Internet and sites by systems, services, services (computer programs or software and technical complexes) for search of information in the Internet.1.4.
“Web Analytics System (Service)” shall mean the third person providing services through the Internet to collect, streamline or process, analyze and provide statistical information about certain events or circumstances regarding information resources (sites) on the Internet and e-commerce. 1.5.
“Accounting Record (Account)” shall mean a tool of the authorized use of the access rights to use the computer programs or software and hardware systems and services provided through the Internet, including the services of the Web Analytics System, Traffic Attraction System, Electronic mailing service. Account shall contain the information about the user, which have access; 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 software and hardware systems, services or actions of their users.1.6.
“Reporting” shall mean a part of the Contractor's Site which interface and functionality are available for the Client via the link
http://reports.goad.global for the term of the Agreement. Reporting contains information about each Party and its employees and/or representatives (in particular, about their e-mail addresses that can be used for electronic correspondence of the Parties), statistics on the provided Services by the Contractor and the Services consumed by the Client, and also provides the functionality of remote interaction between the Parties within the framework of the Contract.1.7.
“Technical Task” or
“TT” shall mean Contractors complex recomendations for obtaining or setting up by the Client’s access and using rights via the Internet with special systems, services, services (computer programs or software and technical complexes, such as Google Tag Manager, etc.) by the Client or Contractor, necessary for services provision and/or realization, management and tracking of effectiveness of the Client’s advertising campaign and/or technical tasks on search and internal optimization of the site by implementation by the Client’s forces or the third parties, involved by the Client, in the Client site modifications, provided by such technical tasks.1.16.
“Employees and/or representatives” shall mean persons on the part of the respective party, which take part in the conclusion, execution, termination of the Agreement. Each Party, at its own discretion and on its own decision, without any additional agreement with the other party, shall determine the necessity and conditions for the attraction of its employees and/or representatives, delegate them duties and/or authority of their rights under the Agreement, however, such Party is full responsible before other Party for the actions and consequences of its employees and/or representatives, as for its own actions and consequences.1.17.
“Electronic Correspondence of the Parties” means sending by any of the Parties to the other Party in the cases provided for by the Agreement electronic messages and/or documents (files) in electronic form, which is carried out through the e-mail addresses (e-mail) of the Parties specified in under the Agreement, or Internet services "Google Docs" (
https://docs.google.com/), "Google Drive" (https://drive.google.com/), to documents or tables in which the Contractor can provide the Client with access via email addresses determined in under the Agreement.Any definition may be used in the Agreement with a large or small letter, in a corresponding distinction and number depending on the context. Other definitions, which may be used in the Agreement, have the meaning and content in accordance with the applicable law and terms of systems and services, which can used in process of services provision.
2. SERVICES
2.1. According to this Contract, the Client contracts and pays, and the Contractor commits himself to provide Services monthly (monthly basis). 2.1.1. Services include a set of actions identified by a Contractor as necessary for their implementation and agreed by the Parties via electronic correspondence of the Parties.By the way, such a plan can consist technical preparation, preparation of the technical requirements for the implementation by the Client, analysis and settings of the Client's Advertising Campaign goals, selection of optimal strategy for the Client's Advertising Campaign, setting up and optimization of the Client's Advertising Campaign, additional actions for the targeting, analysis of the effectiveness of the Client's Advertising Campaign, provision reports, etc.2.2. The Services are provided by the Contractor on the terms 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 Agreement from the moment of receipt of the prepayment determined in accordance with the Agreement and also approval by the Parties a set of actions for the first month of Services provision.2.4. The Parties may agree via email with additional services not foreseen by the 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 conditions specified in the Agreement;3.1.2. report through the "Reporting" service on the progress and the necessary actions regarding for each month of the services provision, and also ensure that during the term of the Agreement the Client through the “Reporting”, and the information contained therein, is able to control the provision of the Services;3.1.3. unless otherwise provided by the Contract, to resolve any issues related to the progress of the Services provision, including agreeing with the Client the set of such Services and the composition of the necessary actions of the Contractor, via e-mail, through the e-mail addresses of employees and/or representatives of the respective Party, coordinating from name of such Party. The e-mail addresses of employees and/or representatives of the Contractor are registered in the domain goad.global, what affirmed by relevant designation in such 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's accounts information and use such information to fulfill the obligations under the Agreement;3.2.2. by its own decision and at its own discretion, without any additional approvals from the Client, involve any third parties in the provision of services under the Agreement, in particular, employees and/or representatives of the Contractor, subject to the Contractor's responsibility to the Client according to the Agreement for the actions or consequences of the actions of such involved third parties regarding the provision of services under the Agreement, as for the Contractor's own actions;3.2.3. in the event of a breach by the Client of his obligations under paragraph 3.3.1., as well as other violations of the Agreement that prevent or make it impossible to provide the Services, the Contractor may completely suspend the provision of the Services under the Agreement until such violation is terminated and its consequences eliminated or return to normal that preceded such a violation. Such suspension is automatically performed in accordance with the procedure provided by the Agreement for ensure enforcement of obligations of the Client, using the Software and hardware of the Contractor, through which the Services are organized and/or provided. The Client understands and accepts all risks arising from such suspension of the provision of the Services; 3.2.4. terminate the Agreement ahead of schedule, including unilateral refusal of 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 the current 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 for Advertising Campaign (services of the Traffic Attraction Systems) in accordance with Agreement;3.3.2. also at the request of the Contractor, provide access or information that Contactor needs for Services provision within 3 (three) business days, and take all necessary and sufficient measures to eliminate technical or any other obstacles that render it impossible to fulfill the obligations under the Contract 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 Contractor contained in the TT, and in case of refusal or improper performance of this obligation - bear all the risks of the Contractor's inability to obtain the information 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 Advertising Materials 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 questions about the provision of the Services, including their scope and composition of actions, via email;3.3.6. fulfill other obligations arising from the provisions of the Contract or directly provided by the current legislation and not inconsistent with the terms of the Contract.3.4. The Client has rights to:3.4.1.control the provision of Services and the implementation of the Contract terms, be informed of the Statistics and other data about advertising campaigns;3.4.2. provide advertisements (materials) to the Contractor for setting up the Advertising Campaign, provided they meet the requirements and restrictions concerning such advertisements (materials) and their contents by the applicable law and/or the Traffic Attraction System;3.4.3. with the consent of the Contractor via email, to change in accordance with the Contract, the amount of the the Advertising budget spent for the Advertising Campaign for the current and/or next calendar month of the Services provision;3.4.4. suspend the payment by the Client and provision of the Services by the Contractor 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 refusal of 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 the current 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 of Services provided under the Contract, and the amount of payments for the services of the Traffic Attraction Systems. The total cost of the Contractor's services under the Contract is equal to the sum of the cost of services for each calendar month of Services provision determined in accordance with the Agreement and electronic correspondence.
4.1.1. The cost of Contractor’s Services for each month of the Services provision for each Traffic Attraction System separately depends on the agreed amount for the advertising campaign, agreed by the Parties via email, confirmed by the corresponding invoice.For clarity, the amount of the Contractor’s remuneration (services cost) is equal to the relevant percentage from the Advertising budget in the Traffic Attraction System for each month, relying on the thresholds, agreed by the Parties via email or relevant Annex to the Agreement.
For the goals of the Agreement, each month means a calendar month, except the first and last months of cooperation. In such cases, each month means an incomplete month. 4.1.2. Parties agreed, that the amount of the Advertising budget for Advertising Campaign for each month of Services provision should be determined by the Parties via email before beginning of such month. The amount of the the Advertising budget for Advertising Campaign for each month of the Services provision is agreed by the Parties via email and should be paid in the order of full 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 on the amount of the Advertising budget, spent on the Client’s Advertising campaign in corresponding month, but in no case shall the Contractor's remuneration be less than €100.4.2.1. In case the final amounts of the Contractor's remuneration and spent Advertising budget for the relevant month is less than the amounts of prepayment of the Contractor's remuneration and agreed Advertising budget for such month, then the Contractor credits such difference as advance payment for the future periods under this contract.4.3. The tax invoice may be sent upon the Client's request as soon as reasonably practicable after the termination of the reporting period, and in any event not later than 10 (ten) calendar days after the Client's request has been received.4.4. The change of the list of Services or the amount of spend on the Advertising Campaign during the current calendar month for the provision of services is allowed after prior agreement with the Contractor and can lead to a change of the cost of the Services for a current month.4.5. All payments shall be made as wire transfers in EUR (€) or USD ($) to the Contractor's bank account or in USDC (USD Coin), using the following wallet address: (0x854d455cb68bc4ccaff8d96fdc74176100c5ee06, Network ERC20) and additional instructions from the Contractor. The Client pays all expenses related to the transfer of funds when paying for the Contractor’s Services. The Contractor includes the taxes in the invoice if such obligation is required by applicable legislation.
4.5.1. Each payment shall be made as full advance payment within 5 business days after receipt of a proper invoice (for wire transfer) or relevant notification via email (for digital assets). The Contractor issues an invoice via email within 3 (three) business days after this contract conclusion for the first month and the 3 (third) day of the relevant month for each next month.4.5.2. If the Client pays in another currency, the Parties use the rate of the ECB (https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html) at
16:00 CET on the date before the day of the invoice issuing).4.5.3. The Parties have agreed that, for the purposes of invoicing and accounting, the exchange rate of USDC to USD or to EURO shall be fixed at the time of invoice issuance, based on the rate published on https://www.binance.com/en/price/usd-coin. The amount indicated in the invoice shall be considered the final and binding value of the transaction. The corresponding amount of USDC to be transferred by the Client shall be calculated based on the fixed rate as of the invoice date. The Parties acknowledge that the payment in USDC constitutes a non-monetary settlement for the invoiced amount, and that no further revaluation of the received digital asset shall be conducted for accounting or tax purposes, regardless of the actual rate at the time of payment confirmation. This clause is intended to avoid foreign exchange differences and simplify the accounting treatment of the transaction in accordance with applicable standards in the jurisdictions of both Parties.4.6. The Client pays all expenses and commissions related to the transfer of funds when paying for the Contractor’s Services. The Contractor includes the tax on the invoice if such obligation is predicted by applied legislation.4.5. Additional clause for the Telegram Ad Platform cooperation:4.5.1.The minimal advertising budget for an invoice is 1,500,00 EUR (net). 4.5.2. For each fund distribution under each account, the amount is equal to 1,500,00 EUR (net).4.5.3. For each new (created) Account, the Client is obliged to spend 1,500,00 EUR (net) from the paid advertising budget (return of the funds for this part isn`t allowed).
5. TERM
5.1. The term of this Agreement is till the end of this calendar year. If the parties one month before the Contract termination do not declare their desire to terminate it, the Contract is automatically prolonged for the next calendar month 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 other necessary materials, if applicable to the project, including but not limited to records about Site traffic for the rendering of agreed upon Services. The Client affirms the full copyright ownership of such materials or having the proper permission from the copyright owner(s) for the use of such materials. The Client will indemnify the Contractor and hold the Contractor harmless against any claims of libel, copyright, or trademark infringement brought against 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, traffic attraction systems, systems (services) of web analytics, for the actions of the owners and/or administrators of these systems, as well as for violations of the Agreement caused by this. The Contractor does not affect the improvement of the financial and economic indicators of the Client (increase in sales, demand, improvement of sales, ROI, etc.), the economic expectations of the Client from the 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 Client of the economic or financial result that the Client expects to obtain with the help 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 document provided 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 the Site above are owned by the Client, or the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend the Contractor and its subcontractors from any liability or suit 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 use the 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 of the Contractor’s Services under this Agreement. Client reserves all other rights and interest, including, without limitation, all Client IP Rights, in and to the Client Working Materials. Upon completion or termination of this Agreement, or upon Client’s written request, Contractor will immediately return all Client Working Materials to Client and further agrees to destroy all copies of Client Working Materials contained in or on Contractor’s premises, systems, or any other equipment or location otherwise under Contractor’s control. Within ten (10) days of such request from Client, Contractor agrees to provide written certification to Client that Contractor has returned or destroyed all Client Working 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 professional activities in the form in which the Client provides information about himself on the Client's Site or other resources on the Internet and information about Services and relative amounts of Services provision results under this Agreement (collectively, “Marketing Materials”) for:- indication on the Site of the Contractor (
https://goad.global/);- publication in any cases (reports, publications, professional and other editions, 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 Services provision without prior approval of the Client.
The Contractor can’t publish any private information (except Marketing Materials), obtained during Services provision without prior approval of the Client.Parties agreed, that this paragraph change any others deals and/or non-disclosure agreements, which were concluded earlier, and if it’s impossible – such deals and/or non-disclosure agreements become terminated by agreement of the Parties from the Date of Agreement conclusion.
6.6. Prohibited Activities. Contractor agrees not to associate Working Materials and/or Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Client’s sole discretion. Contractor agrees not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the Client’s service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated 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 and technology around the world (“Client IP Rights”) are and will remain the exclusive property of Client and its affiliates. The License granted by Client to Contractor under Section 6.4 here above is granted solely under the terms of this 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 this Agreement; (b) not do anything contesting or impairing any Client’s IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any Client’s IP Rights; (d) promptly notify Client of any unauthorized use of any Client’s IP Rights of which Contractor has actual knowledge; and (e) always use the Working Materials and any other Client’s trademarks in good faith, and in compliance with this Agreement, applicable law and regulations. Client may perform periodic reviews of any Working Materials, and shall have the exclusive authority and discretion to order the removal and/or amendment of any Working Materials presented 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 IN THE PROVISION OF SERVICES, ERRORS OR OMISSIONS SUCH THAT THE TOTAL LIABILITY OF CONTRACTOR SHALL NOT EXCEED HALF OF CONTRACTOR'S TOTAL FEES FOR THE SERVICES PROVIDED FOR THE LAST CALENDAR MONTH.7.2. The Agreement could be terminated by the Contractor unilaterally in connection 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 the Client up to the moment of receipt by Contractor or Client of termination notice shall be completed, and Client agrees to be responsible for prompt payment for such services to Contractor based upon the mutually agreed upon hourly fee. These same terms will apply if either the Client or the Contractor should initiate termination.
8. TERMINATION
8.1. Either Client or Contractor may, either individually or by mutual agreement, terminate this Agreement by giving written notice to the other party not later than 30 (thirty) calendar days before the date of the cancellation of the Agreement.8.2. Client and Contractor are in agreement that circumstances or conditions sometimes arise that warrant or necessitate termination of the Client-Contractor working relationship. In view of this possibility, both the Client and Contractor agree that should the relationship terminate, it will be done so in an amicable fashion, maintaining an attitude of cooperation and professional demeanor, with respect for the reputation and dignity of the other party.8.3. The Contractor may terminate this Agreement ahead of schedule (unilateral refusal) if the Client breaches requirements/restrictions/obligations relying on advertising campaigns, advertisements (materials), and their contents by the applicable law or policies of the Traffic Attraction Systems. In such cases, the Parties determine the technical opportunity of data export from the Client accounts into new accounts and the term for the unused balance refund via email.
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, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules 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 the Republic of Cyprus.9.3. This agreement shall represent the full scope of terms between Contractor and Client related to the services described therein. Client and Contractor are in agreement that Contractor may amend the Agreement by placing the Agreement in a new version in the following order:9.3.1. In the event of changes to the Agreement, the Contractor shall inform the Customer via email and give Сlient`s possibility to introduction with the Agreement in a new version on the Contractor's website (at the URL, which will be 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 Agreement does 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 should notify Contractor about if before such changes will enter into force. 9.3.4. The Client’s prepayment of services after the entry into force changes to the Agreement confirms his agreement with changes to the Agreement.9.3.5. Client and Contractor are in agreement that Contractor can`t amend the Agreement in part of its chapter 4 for services, for which the Contractor has received payment.9.4. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by e-mail (as a scan or PDF) to email addresses set forth in this Agreement, fax, or courier mail to Parties’ addresses.9.5. I
ndependent Contractors. The Parties herein act on their own behalf as independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement.
9.6.
Force Majeure. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as defects in objects, materials or software of 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 the other Party.
9.7.
Entire Agreement; Severability. This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.9.8.
Entire force. After this Agreement comes in force all previous negotiations in connection with it, correspondence, preliminary agreements, memorandum on intentions and any other oral or written arrangements of the Parties regarding the issues that are somehow related to the subject of this Agreement become null and void, however they can be taken into consideration for interpretation of this Agreement.9.9.
Accuracy of details. The Parties bear full responsibility for accuracy of the details, stated by them in this Agreement and undertake to inform each other promptly as for any changes in their details, failing which the Parties bear the 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 is not allowed. 9.11.
Additional agreements. Additional agreements and the Addendums hereto are integral parts of this Agreement and are binding if executed in writing, signed by the Parties and affixed with the seals of the Parties.