WHEREAS, FroggyAds.com (FroggyAds) is a company located and registered in Denmark and is engaged in the business of providing display advertising through FroggyAds.com. FroggyAds.com is owned and operated by FroggyAds.
WHEREAS, ““publisher” , “advertiser”” and “““publisher” , “advertiser”” , “advertiser”” desires to participate in the display advertising network through FroggyAds.com
This Agreement shall govern participation in the display Advertising Network (Program) offered by FroggyAds.com. By participating in the Program, you will be deemed to have agreed to these Terms and Conditions.
“publisher” , “advertiser” must comply with the terms and conditions set forth in this Agreement.
“publisher” , “advertiser” represents and warrants that they are (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law. If “publisher” , “advertiser” is a corporate entity, “publisher” , “advertiser” represents and warrants that they have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your" or “User” shall refer to such corporate entity. If, after your acceptance of this Agreement, FroggyAds finds that “publisher” , “advertiser” does not have the legal authority to bind such corporate entity, “publisher” , “advertiser” will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. FroggyAds shall not be liable for any loss or damage resulting from FroggyAds’s reliance on any instruction, notice, document or communication reasonably believed by FroggyAds to be genuine and originating from an authorized representative of “publisher” , “advertiser”’s corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, FroggyAds reserves the right (but undertakes no duty) to require additional authentication.
Payment will be sent bi-weekly. “publisher” , “advertiser” must log into their account to request payment. If the “publisher” , “advertiser” request that payment be made through a third party payment source such as PayPal (Minimum Payout: $100) or Wire Transfer (Minimum Payout: $500), the minimum payment amount will be determined by such third party payment source. FroggyAds reserves the right to withhold payment from “publisher” , “advertiser” if it violates any of the termsand conditions set forth herein.
FroggyAds shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the Program. The following sites are NOT allowed to participate in our Program:
Any sites illegal in the United States or Denmark
- Sites displaying child pornography, bestiality or contain links to such content
- Libelous or defamatory sites
- Sites containing software piracy
- Sites containing, instructing or describing any form of illegal activity including but not limited to bomb building, hacking or phreaking
- Sites with gratuitous displays of violence; obscene or vulgar language; abusive content and/or content which endorses or threatens physical harm
- Sites promoting any type of hate-mongering based on race, politics, ethnicity, religion, gender or sexuality
- Sites that participate in or transmit inappropriate newsgroup postings or unsolicited email
- Sites promoting any type of illegal substance, paraphernalia and/or activity
- Sites with illegal, false or deceptive investment advice and/or money-making opportunities
- Sites with any type of content that the general public has deemed to be improper or inappropriate
- Sites spreading viruses or exploiting web browser vulnerabilities
- Flash update
- Download / Play Now
- Stream Now
- Browser Updates
- Misleading Virus Ads
- Media Player Upgrade
- Software Downloads
It is the “publisher” , “advertiser”’s sole responsibility to maintain acceptable content as outlined in this Agreement. Any violation of these rules will result in the “publisher” , “advertiser”’s immediate removal from the Program, cancellation of your account and your payment will be null and void. FroggyAds shall not be responsible or liable for “publisher” , “advertiser”’s advertisement content.
“publisher” , “advertiser” may not artificially inflate traffic counts using any device, program or robot. In addition, “publisher” , “advertiser” may not misuse FroggyAds’s ad codes to affect “publisher” , “advertiser”’s earnings under this Agreement.
Each “publisher” , “advertiser” may only hold one account with FroggyAds. “publisher” , “advertiser”s may have more than one URL in their account, each of which must be submitted for review prior to placing the ad code on each individual site.
FroggyAds ad codes may not be modified from its original format without prior written consent from FroggyAds. “publisher” , “advertiser” agrees to use the ad code provided by FroggyAds not more than once per page view. Ad codes may only appear on root URLs that FroggyAds has reviewed and accepted for participation in the Program. Ad codes cannot be placed in email messages.
FroggyAds is the sole owner of all website, campaign and aggregate web user data collected by FroggyAds. FroggyAds shall also be responsible for collecting impressions and geographic statistics. “publisher” , “advertiser” shall only have access to campaign data that is collected through the use of their inventory.
“publisher” , “advertiser” agrees not to artificially inflate traffic counts using any program, script, device or by any other means. FroggyAds will audit every “publisher” , “advertiser”’s traffic on a daily basis. If “publisher”, “advertiser” produces or commits fraudulent statistics “publisher” , “advertiser” will have their account permanently removed from our Program and “publisher” , “advertiser” will not be compensated for such fraudulent traffic. Additionally, FroggyAds reserves the right to register any fraudulent activities by “publisher” , “advertiser” in a global advertisement network fraud database for usage by other advertisement networks. Excessive page reloading or any other abuse of our system may result in FroggyAds pursuing legal action against “publisher” , “advertiser”.
Removal from Program:
In order to protect our clients and third parties from any form of fraudulent activity, FroggyAds may, at our discretion, terminate any account that we believe violates one of our rules or that has very low conversion ratios. We reserve the right to request server logs from “publisher” , “advertiser” for investigation. In the case of non-agreement between FroggyAds and “publisher” , “advertiser” regarding fraudulent activity, the decision of FroggyAds shall be the final. Any account that has been cancelled due to fraudulent activities or due to low conversion ratios will not receive payment. In cases where fraud has occurred and payment has been made, FroggyAds may take legal action against the “publisher” , “advertiser” in addition to closing the account.
“publisher” , “advertiser” in violation of the Terms and Conditions set forth herein will be immediately deactivated. FroggyAds may deactivate “publisher” , “advertiser” with no prior notice, although every effort will be made to notify the deactivated “publisher” , “advertiser” via the email address provided by the “publisher” , “advertiser”.
Upon termination of “publisher” , “advertiser” from the Program the “publisher” , “advertiser” shall immediately remove all HTML insertion codes and FroggyAds ad codes from any and all web pages where the “publisher” , “advertiser” inserted such codes.
Representations and Warranties:
The “publisher” , “advertiser” represents and warrants that it has full power and authority to enter into this Agreement. FroggyAds is not responsible for any content provided by third parties including “publisher” , “advertiser”s. FroggyAds and its licensors make no warranty of any kind, whether expressed, implied, statutory or otherwise, including without limitation warranties of merchantability and fitness for a particular usage. “publisher” , “advertiser” is solely responsible for any legal liabilities arising out of or relating to (i) the content and other material set forth on the “publisher” , “advertiser”’s websites and/or (ii) any content or material to which users can link through the “publisher” , “advertiser”’s websites other than through advertisement supplied by FroggyAds. “publisher” , “advertiser” hereby agrees to indemnify, defend and hold harmless FroggyAds and its officers, directors, agents, “publisher”, “advertiser”s and employees from and against all claims, suit, proceeding, assertion, actions, liabilities, losses, expenses, damages and costs including reasonable attorneys fees that may be incurred by reason of any claim arising from or connected with “publisher” , “advertiser”’s content, website, commerce and/or business conducted by “publisher” , “advertiser” or “publisher” , “advertiser”’s misuse of the services provided herein or “publisher” , “advertiser”’s breach of any of its representations and/or warranties provided to its customers or third parties.
In no event shall either party be liable for special, indirect, incidental or consequential damages arising from services provided herein.
Under no circumstances shall FroggyAds, its employees, “publisher” , “advertiser”s, or its contractors be liable for any direct, indirect, incidental, special, punitive or consequential damages that result in any way from “publisher”, “advertiser”’s use of or inability to use the services provided herein or “publisher” , “advertiser”’s (or “publisher” , “advertiser”’s customers or authorized users’) reliance on or use of information, services or merchandise provided on or through the “publisher” , “advertiser”’s website or advertisement.
Any advertiser caught with the below restrictions will be suspended, and funds will be withheld:
- Google parked domains or Google Adsense
- Tech Support advertisements
- Any kind of pharmaceutical products or pills
- Explicit and/or illegal content
- Landing pages in violation of legal provisions, privacy rights, trademarks and/or third party rights or offend common decency
- Hardcore pornography (any sexual content that is not suitable for minors)
- Sites pretending that the visitor has or may have a virus on his device (“Tech Support”)
- Paid subscriptions without price information
- Prohibited mechanisms on landing pages
Any advertiser caught with the below restrictions will be suspended, and funds will be withheld:
- Pop up loops that can’t be closed by the user
- More than one entry/exit pop up
- Any mechanism that prevents the user from closing the browser window
- Imitation of system error messages
- Downloads / installations starting without user interaction
- Alert sounds that distress users
Limitation of liability:
Neither FroggyAds nor its customers will be subject to any liability for (i) any failure to provide reference or access to all or any part of the website due to system failure or other technological failures of FroggyAds or the Internet; and/or (ii) delays in delivery and/or non-delivery of advertisement, difficulties with a customer or advertisement; difficulties with a third-party server; electronic malfunction and/or errors in content or omissions in any advertisement.
FroggyAds shall have the sole responsibility for the calculation of “publisher” , “advertiser”’s earnings.
FroggyAds reserves the right to change any of the terms and conditions herein at any time and such changes or modifications shall be effective immediately upon notification by FroggyAds to “publisher” , “advertiser” via email advising of such change or modification. “publisher” , “advertiser” is responsible for complying with any changes to the terms and conditions within 10 days of the date of change.
Publicity and Trademarks:
“publisher” , “advertiser” hereby permits FroggyAds to identify “publisher” , “advertiser” as a customer of FroggyAds and to display “publisher” , “advertiser”’s logo in connection with identifying “publisher” , “advertiser” as a customer of FroggyAds. “publisher” , “advertiser” shall not release any information regarding any campaigns and/or relationship with FroggyAds or its customers in any press release, promotional materials or merchandising materials without the prior written consent of FroggyAds. No press release or general public announcements shall be made without the mutual agreement of FroggyAds and “publisher”, “advertiser”.
All written information labeled as proprietary or confidential that is disclosed by either party to the other party shall remain the sole property of the disclosing party. Each party agrees that it shall not disclose, use, modify, copy, reproduce or otherwise divulge such confidential information other than to fulfill its obligations under the Agreement. The prohibitions contained in this section shall not apply to information (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party. Neither party shall disclose to third parties, other than its agents and representatives on a need-to-know basis, the terms of the Agreement without the prior written consent of the other party, except either party shall be entitled to disclose (i) such terms to the extent required by law; and (ii) the existence of the Agreement.
In the case of any disputes under this Agreement, the parties shall first attempt in good faith to resolve their dispute informally, or by means of commercial mediation, without the necessity of a formal proceeding.
“publisher” , “advertiser” may not, without the prior written consent of FroggyAds, assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be a breach of this Agreement and shall be void. This Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies to any other person or entity.
The Agreement shall be interpreted according to the laws of Denmark without regard to or application of conflict-of-law rules or principles.
This Agreement shall constitute the entire agreement between FroggyAds and “publisher” , “advertiser” with respect to the subject matter hereof and all prior agreements, representations, and statements with respect to such subject matter are superseded hereby.
No failure of either party to exercise or enforce any rights under the Agreement shall act as a waiver of subsequent breaches.
In the event any provision of the Agreement is for any reason held invalid, illegal or unenforceable, the parties will begin negotiations for a replacement provision and the remaining provisions of the Agreement will be unimpaired. The Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting the Agreement in construing or interpreting the provisions hereof. Except as provided herein, the rights and remedies of the parties set forth in the Agreement are not exclusive and are in addition to any other rights and remedies available to it at law in equity. The Agreement shall be binding upon and shall insure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns. Each party shall comply with all applicable laws, regulations and ordinances relating to their performance hereunder.
Headings used herein are for the convenience of the reader, and shall not be deemed to limit or enlarge the substantive provisions hereof.
The given Agreement is concluded between
FroggyAds.com, registered and conducting activities in the State of Nevada, the United States of America on the one hand, and the User that expressed his will to purchase the Service under the Agreement and accepted obligations under the Agreement without reservations and to the full extent by following the link "I ACCEPT" under the text of the Agreement, on the other hand,
being collectively governed by the following:
a.the Contractor is the owner of the Software;
b.The Contractor published the Software on the Official Website in order to provide Services;
c.The User examined entirely and comprehensively the substance of the Services provided, the order and conditions under which the Services are provided by the Contractor;
d.The User wishes to purchase the Services of the Contractor and agrees to pay for the Services;
e.Both Parties possess sufficient legal capacity to enter into the Agreement, the User or his representative signing this Agreement are duly authorized to sign this Agreement, all corporate procedures of the User necessary for conclusion of the Agreement in accordance with the legislation of the states of the User or internal corporate documentation of the User including the Articles of Association are performed in due form;
have reached a complete and legally binding agreement and negotiated the following:
1.Terms and Definitions
Terms and Definitions used in the Agreement and written from a capital letter shall be read in the following meaning:
1.1. The Agreement is the present Agreement including all the attachments and appendices to it.
1.2. The Parties are the Contractor and the User.
1.3. The Contractor is the Company Platform Inc., registered and conducting its activities in the State of Nevada, the United States of America.
1.4. The User is the person entering into the present Agreement by following the link "I ACCEPT" under the text of the Agreement, whose name, address and bank account details are stated by this person directly at registration on the Official Website. Change of the address or the State of registration or activity of the User shall not constitute the ground for termination or revision of the Agreement, with the exception of cases when legislation of the state of the new registration and activities of the User prevents the User from performing obligations under the Agreement.
1.5. The Official Website - the site in the Internet where the Software is published. The official website on the date of conclusion of the Agreement is http://admachine.co.
1.6. The Software is the computer program "Ad Exchange Platform".
1.7. The Client is any person provided with the opportunity to file Application Forms by the User.
1.8. The Application is Application Form on Advertisement or Application Form on Publication.
1.9. The Application Form on Advertisement is the application form completed in the order specified by the Contractor filled in by the Client directly on the Official Website for placing advertisement of the Client on Internet pages of other Internet users.
1.10. The Application Form on Publication is the application form completed in the order specified by the Contractor filled in by the Client directly on the Official Website for placing advertisement of third parties on the Internet page of the Client.
1.11. The Service is the opportunity provided by the Contractor to the User on online use of the Software published on the Official Website including provision by the Contractor to the User of the right to allow the Client to file Application Forms.
1.12. The Personal Account is the personal account of the User in the automated billing system of the Contractor where transactions on payments and funds debiting for the Services provided are recorded by the Contractor. The Personal Account is not a settlement account or a bank account.
1.13. The Account of the User is the User's individual Official Webpage access parameters herewith the User manages the scope of the Services provided to him, receives information on his Personal Account balance and performs other activities on the Official Website that are relevant to provision of the Service.
1.14. Options are options of Service rendering by the Contractor to the User that define the scope of the provided Service or other parameters of the provided Services. The options are defined on the Official Website.
1.15. Selection is automated procedure of selection conducted with the use of the Software in the course of which
a. It is determined what website of the third person is the most relevant to the Client's Application Form on Advertisement and where the Client's advertising shall be placed.
b. It is determined what third party's advertisement is the most corresponding to the conditions of the Client's Application Form on Publication and space on the Client's website for the third party's advertisement placement is provided.
1.17. Terms of Service is a document unilaterally elaborated by the Contractor containing rules on the Software and (or) the Official Website usage that is published on the Official Website in the form of a single document or a website section, as well as separate instructions, regulations, conditions, clarifications not mentioned directly in the Terms of Service.
1.18. Minimal withdrawal amount is a minimal amount unilaterally specified by the Contractor that can be transferred to the User by the Contractor under section 3.7. hereof.
2. Subject of the Agreement
2.1. The Contractor undertakes to provide the Service to the User within the term of validity of the Agreement, whereas the User undertakes to use and pay for the Service.
2.2. Provision of the Service and its usage are conducted in accordance with the conditions and rules stipulated hereof, as well as unilaterally envisaged by the Contractor in the Terms of Service. The User shall fulfill to the full extent and without exception the conditions and rules of the use of Services stipulated hereof, as well as unilaterally envisaged by the Contractor in the Terms of Service published on the Official Website.
2.3. The User acknowledges that provision of the Service will be executed online via the Internet global network. The Software and/or its components shall not be installed on any servers or any other computer devices belonging or controlled to/by the User or the Client except for auxiliary files ensuring identification of the User or the Client or coordinating interoperability of the equipment of the User or the Client and the Software.
2.4. In order to avoid apprehensions the Parties reaffirm that the Agreement constitutes a service rendering agreement, the Agreement is concluded between the Parties on the basis of the principle Software as a service (SaaS), therefore neither the User nor the Client possesses any rights on the Software (neither vested interests nor non-property rights, or any other rights).
2.5. The obligation of the Contractor to render the Service to the User stipulated hereof occurs from the date of fulfillment of the complex of the following conditions:
a. The Agreement is concluded by the User by means of expressing his/her agreement with the conditions of the Agreement and their acceptance without reservations and to the full extent by following the link "I ACCEPT" under the text of the Agreement;
b. The Agreement has entered into force;
c. The User is registered on the Official Website;
d. The User's Personal Account is credited with funds in the amount sufficient for payment of the Service.
2.6. The User is entitled to select and amend Options, as well as to perform other activities significant for the provision of the Service on his Account on the Official Website.
2.7. Provided that the opposite is not specified by the Contractor on the Official Website, in case one Option is altered by the User for a mutually exclusive option the Parties shall be governed by the following:
a. In case the existing Option is altered for a more expensive Option, provision of the Service under the more expensive Option begins from the moment of debiting the User's personal account of the funds in the amount corresponding to the price of the more expensive Option. The funds in the amount of the more expensive Option shall be debited from the User's personal account on the day of signing up for such Option by the User;
b. In case the existing Option is altered for a less expensive Option, provision of the Service under the less expensive Option begins from the moment of termination of Service rendering in accordance with the previously used pre-paid Option. The funds in the amount of the less expensive Option shall be debited from the User's personal account directly before rendering the Service under the less expensive Option
3. Operations on Personal Account. Transactions.
3.1. The Service is rendered by the Contractor exclusively under the conditions of advance payment and sufficiency of funds on the User's Personal Account. In case the funds on the User's Personal Account are insufficient for the full payment for the Service such Service shall not be rendered to the User.
3.2. The User him-/herself controls his/her Personal Account and ensures positive balance on the Personal Account, the amount on the Personal Account shall be sufficient for debiting the price for the Service or the Option from it. The User shall in due course ensure transaction of the funds to the Contractor for crediting the Personal account of the User. The Contractor shall not charge and the User shall not pay any interests for/of the funds paid by the User and/or transferred to the Personal Account.
3.3. The currency of funds on the Personal Account is US Dollar. All payments to the Contractor for crediting the User's Personal Account shall be made in US Dollars. Preliminary conversion of any other currency to US Dollars shall be conducted by the User, bank or payment system, however in any case the Contractor shall not be liable for such conversion, its correctness, nor shall he bear any expenses occurred in connection with such conversion.
Crediting of the Personal Account is executed in the amount transferred to the bank account of the Contractor excluding cases when the Contractor decides to credit the Personal Account with an amount exceeding the amount transferred to the Contractor's bank account with marking, commercial or other purposes. The purposes and conditions of the additional credits are defined by the Contractor unilaterally and the decisions of the Contractor on such additional credits shall not be considered as granting preference to some Users before others or as providing benefits to other users before the User.
When the Contractor makes payments in to the User the Personal Account is debited in the amount equal to the amount debited from the bank account of the Contractor for the payment regardless of the amount that was received by the User with the deducted commissions and remuneration of any third persons incurred during transactions.
All commissions and fees charged by banks, payment systems or other financial institutions participating in transactions between the Contractor and the User and (or) securing such transactions are paid by the User or from the funds transferred to the User regardless which Party initiated the payment.
3.4. The User's Personal Account is credited by means of:
3.4.1. The funds are credited by the User or the Client or any third person to the Contractor's bank account by one of the means stipulated on the Official Website.
All payments to the Contractor shall be made with indication of the User's Personal Account.
All payments made to the Contractor by the Client or any third person to the User's Personal Account shall be considered as payments made by the User. Relationships between the User and the Client are not regulated by the Agreement, are not controlled or verified by the Contractor therefore the User is completely liable for ensuring sufficient and lawful basis for conduction of such payments by the Client or other third persons for the User's Personal Account replenishment.
Under no circumstances shall the Contractor be held financially liable before the Client or any third person making payments to the Contractor for the User's Personal Account crediting, in particular, but not as a limitation thereof shall the Contractor not be put under obligation to return funds to the Client or any third person, or to collect interests on the paid funds or other.
3.4.2. The User's Personal Account is credited for third persons' advertising on the internet site of the Client. The amount of such payment is determined by Selection.
3.5. The User's Personal Account is debited:
3.5.1. In case an Option requiring payment is requested;
3.5.2. In case the User requires refund (para. 3.7. hereof);
3.5.3. In case of placement of the Client's advertisement under his Application Form on a website of a third person. The amount of such payment is calculated on the basis of Selection.
3.6. The Parties confirm their understanding that the Selection results show the most precise coincidence of Application Form on Advertisement of some Clients to Application Form on Publication of other Clients that are determined by the Software. In debiting or crediting the User's Personal Account the transacted sum is determined by the Selection results including deductions and commissions received by persons performing intermediary functions in advertisement placement in amounts determined by such persons. Such persons can be other Users of the Software and their Clients, the Contractor.
3.7. Provided that the User's Personal Account balance is positive and exceeds Minimal withdrawal amount the User is entitled to request the Contractor to refund him the funds in the amount equal or exceeding the Minimal withdrawal amount. In this case the User's Personal Account is debited in the amount requested by the User for the refund from the moment the Contractor receives the User's refund request.
The Refund request is sent from the User's Account on the Official Website. The request is considered received by the Contractor when all data necessary for refund and stated on the Official Website is provided by the User and is confirmed by the User by means stipulated on the Official Website.
The refund shall be completed by the Contractor within 30 (thirty) days from the date the User's request is received.
3.8. The Parties agree that the Software data is the only due means to determine the amount of funds subject to crediting or debiting to/from the User’s Personal Account. The Contractor shall use the services of a notary or another credible person to record and(or) confirm such data on the specified moment for resolution of contingent disputes or disagreements with the User. In case such a person is addressed data disclosure to this person shall not be considered violating the Agreement or other obligations of the User on ensuring information confidentiality.
4. Quality of the Service
4.1. The Parties agree that under the Agreement the Service is rendered under the condition “as is”, and the Contractor shall not be liable for the Service quality compliance, nor shall the Contractor be liable for irregularities in Service rendering, temporary interruptions in the Software operation or lack of access to the Official Website regardless of the reasons for these irregularities, interruptions or lack of access.
4.2. Despite the provisions of para. 4.1. hereof the Contractor shall make all possible efforts to ensure the Service provision 24 hours 7 days a week. In the necessity to terminate Service provision in order to conduct maintenance work or improvement of the Software, the Official Website or other reasons of technical or administrative character the Contractor shall aspire to terminate provision of the Service upon preliminary notice of the User by any available means.
4.3. The User shall address the technical support service on the Official Website or by sending a request to the Contractor during the entire term of validity of the Agreement. All instructions or requests of the User to the technical support service shall be sent from the Official Website special section with the use of the Account or via email confirmed by the User as owned and managed by the User. In such cases the Contractor shall not be liable for execution of any instructions received by the technical support service from such email in particular if later established that instructions had not been sent by the User or against actual will of the User.
4.4. The Contractor refuses any liability in respect to quality, security or reliability of the Service, the User confirms that he/she realizes and accepts this refusal. The Contractor does not provide any direct guarantees or promises related to quality, security and reliability of the Service. The Contractor refuses all implied guarantees and declarations including inter alia any guarantees on merchantability, correspondence to any aims, property rights, data accuracy and non-infringement of rights. In case the User is not satisfied by the Service the User is entitled to terminate the Service consumption and dissolve the Agreement in accordance with para.12.2. hereof, and such dissolution is the only and exclusive means of legal protection of the User.
5. Data and Confidentiality
Having concluded the Agreement the User provides the Contractor his/her full and unconditional agreement to collect, use, store and convey data on the User.
Prior to provision of the opportunity to use the Software to the Client, the User shall receive Client's full and unconditional agreement that the Contractor will collect, use, store and convey information on the Client.
5.4. All information on the Contractor, Services, Software and Official Website that becomes known to the Client is considered confidential. The User shall abstain from disclosure of confidential data to third persons excluding provision of such data to Clients in reasonable and sufficient amounts in order to ensure their access to the Software.
6.1. The Contractor shall abstain from any activities aimed at competing with the User before the Client upon provision to the Client of services analogous to those rendered to the Client by the User.
However, nothing in the Agreement shall be construed as prohibiting the Contractor to enter into an Agreement, analogous or substantially similar to the given Agreement with a person who is the Client.
7. Applications by the User
7.1. All applications, addresses and decisions of the User on the amendment of Services provision order provided such amendments are allowed shall be conducted via the User's Account and related sections and fields on the Official Website.
7.2. The User shall keep secret and abstain from releasing identification data used for Account management to any third persons. All actions conducted via the User's Account are recognized conducted by the User or a person duly authorized by the User, in particular if such actions entailed debiting the User's Personal Account or other additional or unforeseen expenses.
8. Contractor's Liability Limitation
8.1. The Parties agreed that legal liability of the Contractor is limited as follows: neither the Contractor, nor any affiliate companies, branches, employees, shareholders, suppliers, directors or other persons connected to the Contractor shall bear any joint liability for the following: a) any loss above the amount equal to the twofold amount of the latest payment of the User; b) any specific, accidental, indirect, exemplary or subsequent loss, loss of possibility to use, loss of profits or loss of data or profit in respect to the User, Client or any third party in consequence of use of the Service. Such liability limitation constitutes one of the foundations of the Agreement concluded between the Contractor and the User, in the absence of which the Agreement would not be concluded or the conditions for the Service provision would be different.
The given liability limitation shall be applied regardless of the fact that
1) a complaint is filed in accordance with the Agreement, civil offence, legal act or any other legal opinion;
2) the Contractor is aware or shall be aware of the possibility of such losses;
3) limited legal remedies stipulated in the given section fail their essential purpose.
8.2. Provided that the scale of liability limitation stipulated in para. 8.1. hereof exceeds the minimal scale of liability limitation determined by the applicable legislation, such minimal scale of liability limitation determined by the applicable legislation shall prevail.
8.3. The Contractor shall not be held liable for use or provision of inadequate information at registration on the Official Website, and in case such facts of inadequate information use are established, the Contractor is entitled to cease rendering of the Service. The above mentioned liability limitation of the Contractor shall be extended to the person that provided the inadequate information, as well as to the person whose data was provided (the liability before such person shall be held by the person who provided the information in respect to the other person).
9. Liability of the User
9.1. The User shall bear full and unlimited liability for due execution of the obligations under the Agreement including liability for:
c. execution of payments in the order specified in the Agreement;
d. self-sufficient and complete execution of payments with the Client;
e. activities not specified in the Agreement but able to inflict damages on business reputation of the Contractor or otherwise infringe business conditions of the Contractor.
f. other damages or losses inflicted on the Contractor provided they are directly or indirectly connected with actions or inactions of the User, or failure to comply with his/her direct or implied obligations.
10. Force majeure
10.1. The Parties are exempt from liability for partial or entire failure to perform their obligations under the Agreement provided such failure resulted from impediment of extraordinary nature that occurred after the Agreement had been concluded. Such impediments of extraordinary nature include exclusively the events beyond control of the Party and the Party is not responsible for their emergence, or is not able to avoid or overcome them, in particular floods, fires, earthquakes, volcanic eruptions, tsunami, accidents of anthropogenic nature, national strikes, international agreements prohibiting operations subject to implementation within the framework of the Agreement, actions (inactions) of state institutions and (or) state officials, illegal activities of third persons. The circumstances eliminating liability from the Party include governmental regulations or decrees of state institutions that make compliance with the obligations by the Parties impossible.
10.2. The Party invoking impediment of an extraordinary nature shall inform the other Party in writing within 5 days on such impediment of extraordinary nature and prove its emergence with official documents of the relevant chamber of commerce and industry or another competent institution of the relevant country.
10.3. Provided that any of the above-mentioned in para. 10.1 hereof impediments directly affect fulfillment of obligations in due term stipulated in the Agreement the said term shall be postponed commensurably for the term of the relevant action validity.
11. The Applicable Law and Dispute Resolution
11.1. Under the agreement of the Parties the applicable law shall be the law of England and it shall be applied in respect to:
a. the Agreement, its validity, amendment and termination;
b. Obligations of the Parties stipulated by the Agreement, as well as those directly not mention in the Agreement but connected to it and presumed in connection with execution of the Agreement;
c. Disagreements and disputes of the Parties in connection with execution of the Agreement.
11.2. The Parties shall aspire to resolve any disagreement by negotiation and accord. However, be it impossible, on the initiative of the plaintiff any dispute shall be filed for settlement to the International Arbitration Court at the Belarusian Chamber of Commerce and Industry.
12. Validity and Preliminary Termination of the Agreement
12.1. The Agreement enters into force from the date of signing and shall be valid until the date of its termination in accordance with the procedure stipulated in para. 12.2 - 12.4 hereof.
12.2. The User is entitled to refuse to execute the Agreement and to use the Service upon notification of the Contractor.
In case the User withdraws from the Agreement while the balance of his Personal Account is positive, the User shall request a refund from the Contractor. Refund shall be executed in accordance with the procedure stipulated in para. 3.7. hereof, whereas the treaty shall be considered dissolved from the moment of refund transaction to the User by the Contractor.
12.3. The Contractor is entitled to withdraw from the Agreement at any time upon notification of the User, provided that:
b. The action or inaction of the User inflicted damage or losses on the Contractor, the Client, other Users or clients of other users;
c. The User breached the requirements on non-disclosure of confidential data stipulated in the Agreement.
Provided that the Contractor withdraws from the Agreement under the conditions stipulated in para. 1 hereof,
a. The Contractor is entitled to abstain from refunding the User the amounts on his/her Personal Account. This amount shall be recognized as penalty withheld by the Contractor for breach of the User's respective obligations.
b. The Agreement shall be considered terminated from the date the Contractor notifies the User about withdrawal from the Agreement by any means stipulated in para. 13.4 hereof.
12.4. The Contractor is entitles at any time to withdraw from the Agreement upon notification of the User, including cases when such withdrawal is not connected with any breaches committed by the User. In case the Contractor withdraws from the Agreement in accordance with the provisions stipulated in the given paragraph hereof and the Personal Account of the User is positive, the Contractor shall provide the User with the refund within 30 (thirty) days from the day of withdrawal from the Agreement in the amount equal to the amount on the Personal Account of the User, and the Agreement shall be considered terminated from the moment the refund is transferred to the User.
13.1. General Provisions
13.1. The Parties agreed that the Agreements are in due form and entail legal effect for the Parties:
a. the Agreement concluded by the Parties by means of exchange of the copies of the Agreement, including scanned versions of the documentation signed by the duly authorized representative of the Party also if such copies were sent by email;
b. any possible amendments and additions to the Agreement drafted in the order analogous to the procedure under para. a. hereof;
c. all documentation connected with execution of the Agreement including letters, notifications, invoices etc. sent by email in the form of scanned documents duly signed by the authorized person.
13.3. The Contractor is entitled to change domain name of the Official Website or change the Official Website. The Contractor shall notify the User about the said changes and undertakes all possible measures for minimization of interruptions in provision of the Service.
13.4. Any Contractor's notification to the User shall be considered due if:
a. it is sent to the User at the latest email address known to the Contractor.
b. it is sent to the User in writing at the latest address known to the Contractor.
c. it is published by the Contractor on the Official Website.
d. it is delivered to the User personally.
The User shall ensure receipt of correspondence at the postal address provided to the Contractor by the User.
The User shall ensure receipt of email correspondence at the email address provided to the Contractor by the User.