These Terms of Service Agreement is entered between ASDC LTD (hereinafter “Company” or “We”, which means and includes Our successors, assigns, and affiliates), and YOU, personally or the person on whose behalf You legally act (hereinafter referred to as “You”). By ordering, installing and using Our Website https://appsberry.com (hereinafter “Website”), software products, web-platforms, applications, and online complex tech-for-tech products (collectively, “Services and Software”), You are agreeing to be bound by these Terms of Service Agreement (https://appsberry.com/terms-of-service-agreement) and other Our policies and rules (https://appsberry.com/acceptable-use-policy) (collectively, the “Agreement”).

SECTION 1. SERVICES AND SOFTWARE

1.1. General provisions

The Company agrees to supply Services and Software to You on the terms and conditions of the Agreement. You may receive Services and Software from either Company, Company’s Affiliates or business partners. You may, from time to time, request the supply of Services and Software. The Company may accept or reject such requests.

1.2. License

Subject to Your compliance with the Agreement and applicable law, We hereby grant You a non-exclusive, non-transferable, non-sublicensable, limited, revocable, paid and worldwide right for You to install, access and use Services and Software that We make available to You, and that You license from us. Each license is to be used by only one (1) person solely for Your own personal or internal business purposes and cannot be shared. All other uses of Services and Software are subject to Company’s express prior written approval, which may be granted or denied by the Company in our sole discretion. If other documents state otherwise, these provisions of the Agreement shall prevail.

1.3. Intellectual Property

We (and Our licensors, as applicable) remain the sole owner of all right, title, and interest in Services and Software. Except as stated in the Agreement, We do not grant You any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in Services or Software. This means You may not use Our trade names, trademarks, service marks or logos in connection with any product or service that is not Ours, or in any manner that is likely to cause confusion. We reserve all rights not granted under the Agreement.

If We are prepared to undertake to transfer an intellectual property right, such a commitment may only be undertaken expressly and in writing. If the parties agree in writing that an intellectual property right with respect to software products, web-platforms, applications, online complex tech-for-tech products, websites, or other materials developed explicitly for You shall transfer to You, this shall be without prejudice to the Company’s right or option to use and/or operate, either for itself or for third parties and without any restriction, the parts, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like on which the developments referred to are based for other purposes.

1.4. Use of Services and Software

The Company shall use commercially reasonable efforts to provide access to Company’s Services and Software 24 hours a day, seven days a week. The Company may temporarily suspend Services and Software in order to perform any maintenance works. Company shall provide You with notice of such maintenance (by email, regular mail, instant messages, pop-up messages when using Services and Software etc.) as soon as reasonably practicable under the circumstances.
You undertake to use Services and Software in accordance with:

• the Agreement and all applicable laws; and
• such reasonable operating instructions as may be notified in writing or orally by the Company; and
• the Acceptable Use Policy (hereinafter “AUP”).

1.5. Third-Party Services and Software

The Company may make third-party software and services available to You through Services and Software as a convenience. Third-party software and services are not Services and Software as defined in the Agreement, and Your acquisition and use of such third-party software and services is solely between You and the third party. The Company makes no representations or warranties as to any third-party software provided to You, all of which is transferred to You on an “AS IS” basis and subject to any third-party terms and conditions. You are responsible for complying with all applicable third-party terms.

1.6. Modifications and Beta Services

The Company may modify, change or discontinue any aspect of the Website, Company’s software products, web-platforms, applications, online complex tech-for-tech products without any notices or Your consent (including adding new features to existing Services and Software), which modifications, updates or discontinuations may, for clarity, be detrimental or result in a diminishment of value to you, at any time, without liability to you or anyone else. For changes to paid offerings that, in Company’s reasonable discretion, are detrimental or result in a material diminishment of value to You, We will make reasonable commercial efforts to notify You of such modification, update, or discontinuation.

We may offer access to or use of certain features, technologies, and services that are not yet generally available, including, but not limited to, any products, services, or features labelled “beta”, “preview”, “pre-release”, or “experimental” (each, a “Beta Service”). You must comply with all terms related to any Beta Service as posted on the Website, Company’s software products, web-platforms, applications, online complex tech-for-tech products, or otherwise made available to You. We may add or modify terms related to access to or use of any Beta Services at any time.

You may provide the Company with information relating to Your access, use, testing, or evaluation of Beta Services, including observations or information regarding the performance, features, and functionality of Beta Services (“Test Observations”). We shall own and may use and evaluate all Test Observations for Company’s own purposes. If We choose to implement Test Observations, then it becomes part of Services and Software and Our property. You shall not use any Test Observations except for Your internal evaluation purposes of any Beta Service. Suggestions concerning a Beta Service and any other information about or involving (including the existence of) any Beta Service are considered Confidential Information.

Your access to and use of each Beta Service shall automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination.

WITHOUT LIMITING ANY DISCLAIMERS, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE OR USE IN A PRODUCTION ENVIRONMENT AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. Beta Services are provided on an “as is” and “as available” basis, without any warranties of any kind, express or implied.

SECTION 2. CHARGES AND TAXESE

You agree to pay all the charges associated with Services and Software ordered, purchased or received without set-off or deduction. All charges are exclusive of all sales and use taxes, gross turnover taxes, value-added taxes or other similar turnover or sales-based taxes, excise taxes, duties, fees, charges, levies, surcharges to recover the cost of universal service contributions or similar liabilities (other than the general income taxes of Company or its Affiliates). Where applicable, such taxes shall be added to the relevant charges, and You shall pay such taxes in addition to and concurrently with the charges.

SECTION 3. CONTENT

3.1. Your Content

Using Services and Software, You may upload, store, publish, submit, reproduce, distribute or otherwise use information, text, images, videos, files, links, data, folders, other media and content, including content that is used by Your clients, end users, and persons who use Your services and resources in any form (hereinafter “Your Content’).

You shall be solely responsible for Your Content and any actions that are carried out concerning Your Content by Your users (as well as clients, end users, and partners). You shall be solely responsible for ensuring that Your Content is used and operated properly under the full scope of licenses, rights, consents, permissions bound by laws. You are responsible for compliance with laws. You shall be held responsible for all the consequences of Your Content being uploaded or otherwise used.

You affirm, represent, and warrant that:

• Your Content, Your activity and activity, operations of Your end users, partners and clients shall be in compliance with Our Acceptable Use Policy; and
• You are solely responsible for the development, moderation, operation, maintenance, support and use of Your Content, including when Your Content is contributed by Your end users, partners, clients; and
• You are solely responsible for the technical operation of Your Content, including, but not limited to, on behalf of Your end users, partners and clients.

We reserve the right (but do not have the obligation) to restrict Your access to Services and Software if any of Your Content is found to be in violation of the Agreement. You shall safeguard resources and Your Content, including but not limited to:

• any loss or damage prevention; and
• maintaining independent archival and backup copies. The Company shall not retain any preservations or backups of Your Content, unless explicitly provided as part of a specific service or product; and
• ensure the security, confidentiality, and integrity of Your Content and information transmitted through, managed or stored using Services and Software

The Company shall have no liability for any data loss, unavailability, or other consequences related.

At the end of the Agreement term, We will use commercially reasonable efforts to allow You to transition Your Content out of Services and Software. You should download any Content that You have stored in Services and Software before the end of the Agreement term. At the end of the Agreement term, We reserve the right to delete Your Content.

3.2. Company’s Content and intellectual property rights

The Company shall own its intellectual property, including all software, computer code (including source code or object code), design, patents, trademarks, names, domain names, copyrights, logos, trade secrets and all other forms of intellectual property.

You agree not to copy, modify, publish, transmit, distribute, participate in the transfer or sale of, create derivative works of, or in any other way exploit, in whole or in part, any Company’s intellectual property.

Any improvements to existing intellectual property shall be owned by the Company. If You choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Website, Company’s software products, web-platforms, applications, online complex tech-for-tech products and Services (hereinafter “Feedback”), then You hereby grant to the Company an unrestricted, perpetual, irrevocable, non-exclusive, free of charge, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Website, Company’s software products, web-platforms, applications, online complex tech-for-tech products and Services and create other products and services.

3.3. Third party’s Content

You understand and acknowledge that You may be exposed to content from a variety of sources, including content made available by other users or by links to other websites (hereinafter “Third-Party Content”) and that the Company does not control and is not responsible for any Third-Party Content. The Company assumes no responsibility for the content, privacy policies, or practices of the Third Party, their owners and operators. The Company also makes no representation and warranty as to the accuracy, completeness or authenticity of information of the Third-Party Content, and the Company shall not be liable for any and all liability arising from the exploitation of any Third-Party Content or in connection with the use of or reliance on any such Third-Party resource. The inclusion of any such link does not imply our endorsement or any association between the Company and any third party.

You may be exposed to Third-Party Content which may cause harm to computer systems. You agree to waive, and hereby do waive, any legal or equitable rights or remedies You may have against the Company with respect thereto.

SECTION 4. ACCEPTABLE USE POLICY

Before You use our Website, Company’s Services and Software, You must ensure that such use is in compliance with all laws, rules and regulations applicable to You. Your right to access and use Our Services and Software is revoked to the extent Your use thereof is prohibited or to the extent our provision thereof conflicts with any applicable law, rule or regulation. You are specifically restricted from using the Website, Services and Software in any way that is or may be damaging to the Website, Company’s Services and Software using thereof contrary to applicable laws and regulations, or in any way may cause harm thereto, or to any person or business entity.

You shall comply with AUP. You shall enter into legally binding papers or electronic agreements with Your end users, partners or clients, which shall be no less protective than the Agreement and contain requirements similar to the Agreement regarding AUP.

You shall be solely responsible for all actions that shall be legally or illegally carried out using Services and Software by You or third parties, including:

• producing, uploading, maintaining the websites, HTML files, scripts, applets, applications, software, media, and any Your Content uploaded through Services and Software or
• which You allow others to upload through Services and Software.

SECTION 5. TERM, TERMINATION

5.1. Term

The Agreement commences shall continue 1 year from the later date:

• the date of starting the use Services and Software through the Website or
• the effective date of Agreement.

5.2. Termination Rights

Either Party may terminate the Agreement at any time by giving the other Party 90 days’ prior notice unless otherwise expressly stated.

Every natural person who is a resident of the EU shall have a period of 14 days from the date of commencement of the Agreement to withdraw from the Agreement without giving any reason and without incurring any costs. However, in the case of providing Services and Software during this period, You must pay for all received Services and Software.

5.3. Termination for Cause

The Company may terminate the Agreement, suspend or block Services and Software (in full or partly) or Your access to the Website at any time, with or without a notice, in its sole discretion in the case of:

• any actual or potential violation of the Agreement, applicable laws by You (including Your partners, users, customers); or
• You have provided the Company with false, inaccurate or misleading information (documents), invalid contacts; or
• to protect the integrity and stability of Company’s infrastructure; or
• to comply with any applicable laws, government rules or requirements, applicable dispute resolution process, requests of any authority; or
• to avoid any liability; or
• You have failed to pay charges for Services and Software within thirty (30) days of the due date (applies if the Website, account or agreement states that service is paid); or
• if there shall be a violation of any U.S. or EU sanctions, export or import laws, any executive orders, or any rules, regulations or orders issued by the U.S., European Union authorities.

5.4. What happens to your Content

Upon termination of this Agreement, We will have no further obligation to maintain or provide You with access to the associated Services and Software and may thereafter, unless legally prohibited, delete any of Your Content in Our systems or otherwise in Our possession or under Our control pursuant to Our standard data retention policies and procedures.

5.5. Survival

Company’s and Your rights and obligations contained in the following sections will survive expiration or termination of this Agreement: 5 (Term, Termination), 7 (Confidentiality), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification).

SECTION 6. PRIVACY

For information about how We collect, use, share, or otherwise process information about You and Your use of our Services and Software, please see our Privacy Policy.

To start using Services and Software, You must provide the Company:

• accurate, complete information about your name, postal and e-mail address, contacts, payment methods, etc.; and
• authentic documents upon request.

Company may proceed and store relevant documents and information connected with You and Your Services and Software, relations with Company within the validity period of Agreement and not less than 10 years upon its termination.

The usage of fictitious, fake information or documents, invalid contacts is forbidden. You shall maintain the relevance, completeness, accuracy of information and documents, validity of contacts.

If the Company has any reason to consider that You provided Us with incomplete, incorrect information, invalid contacts or false documents, or You do not provide the Company with updates upon Company’s request, Services and Software may be suspended until reliable information, authentic documents or valid contacts are provided.

Company shall not process any personal information as part of Services and Software, including pseudonymous personal data (provided, however, that Company may process the personal email address and telephone numbers of You or Your employees, contractors for the sole purpose of communicating about Services and Software).

SECTION 7. CONFIDENTIALITY

7.1. Definition

“Confidential Information” means all information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Content is Your Confidential Information, provided that if you instruct Us in writing or through Services and Software to share or otherwise publish Your Content, We are entitled to do so in accordance with this Agreement. Company`s Confidential Information includes: the software and computer code for Services and Software, whether in source or executable code; Product Research materials and information; nonpublic business, product, marketing, pricing and sales information; audit materials and reports; personal data of individuals who interact on behalf of the Company; internal policies, procedures and controls; and the results of any performance tests of Services and Software. Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) is received from a third party without knowledge of any breach of any obligation owed to the disclosing party; or (iv) is independently developed by the receiving party.

7.2. Protection of Confidential Information

As between the parties, each party retains all ownership rights in and to its Confidential Information. The receiving party will: (a) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care); (b) not use or disclose any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement; and (c) limit access to Confidential Information of the disclosing party, except as otherwise authorized by the disclosing party in writing, to only those employees, specialists and contractors (including its Affiliates, legal counsel, auditors and accountants) who (i) need that access for purposes consistent with this Agreement and (ii) are bound to obligations of confidentiality that are not materially less protective of the Confidential Information than those contained in this Agreement.

7.3. Compelled disclosures

Notwithstanding the foregoing, Confidential Information may be disclosed to the extent required by any court or governmental agency. Before disclosing such information, the receiving party must provide the disclosing party with sufficient advance notice of the request for the information to enable the disclosing party to exercise any rights it may have to challenge or limit the request to receive such Confidential Information.‍

SECTION 8. DISCLAIMER OF WARRANTIES

Except as expressly provided for in this Agreement and to the maximum extent permitted by law, the Website, Company’s software products, web-platforms, applications, online complex tech-for-tech products and services are provided on “as is” and “as available” basis. Your use of the Website, Services and Software is solely at Your own risk.

Company disclaims any warranties relating to Website, Services and Software and all content delivered in connection thereto, including but not limited to:

• Services and Software shall meet Your requirements or expectations, shall be available at any particular time or location, any defects or errors shall be corrected immediately; or
• the results that may be obtained from the use of Services and Software shall be accurate or reliable; or
• any warranty arising out of a course of dealing, usage, or trade, any warranty or guaranty relating to availability, accuracy, error rate, system integrity, or uninterrupted access; or
• merchantability, fitness for a particular purpose, non-infringement, interoperability; or
• any content or software available at or through Website, Company’s software products, web-platforms, applications, online complex tech-for-tech products or services is free of viruses or other harmful components.

Company shall not be in breach of Agreement as a result of any failure, delay or interruption of any Services and Software:

• resulting from circumstances beyond Company’s reasonable control, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion and other failures; or
• equipment malfunctions;
• the delay or failure of You in the performance of any of Your obligations under this Agreement.

You (Your customers, clients, partners) warrant that:

• no consent, approval, order, license, permit or authorization is required for performance obligations hereunder of any Government structure of the USA or any country of the European Union;
• they are not listed in any sanctions registers of the USA or any European Union country regarding Russian invasion in Ukraine since 2022, or the Ukrainian-Russian war conflict started in 2014.

The limitations, exclusions, and disclaimers in this Section apply to the fullest extent permitted by law. Company does not disclaim any warranty or other right that we are prohibited from disclaiming under applicable laws.

SECTION 9. LIMITATION OF LIABILITY

Company’s obligations with respect to its Services and Software are governed solely by the agreements under which they are provided. If you obtain a product or service from the Company via this Website that is provided without an agreement, that product or service is provided “AS-IS” with no warranties whatsoever, express or implied, and Your use of that product or service is at Your own risk.

UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO YOU, OTHER PERSONS OR ENTITIES FOR DIRECT, INDIRECT INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, GOODWILL DAMAGES, LOSS OF DATA OR COSTS OF PROCUREMENT, LICENSES, ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, RESULTING FROM ANY ASPECT OF YOUR USE OF, MISUSE OF OR INABILITY TO USE THE WEBSITE, SERVICES AND SOFTWARE, WHETHER SUCH DAMAGES ARISE FROM:

• YOUR (YOUR CLIENTS’, PARTNERS’, USERS’) USE, MISUSE OR INABILITY TO USE WEBSITE, SERVICES AND SOFTWARE, VIOLATION OF AGREEMENT,
• YOUR RELIANCE ON ANY CONTENT ON THE WEBSITE, SERVICES AND SOFTWARE,
• THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR COMPLETE DISCONTINUANCE OF WEBSITE, SERVICES AND SOFTWARE,
• THE TERMINATION OF THE WEBSITE, SERVICES AND SOFTWARE BY US,
• THE TEMPORARY OR PERMANENT SHUTDOWN OF OUR WEBSITE OR OTHER RESOURCES PARTICIPATING IN SERVICES AND SOFTWARE,
• THE CLAIMS OF THIRD PARTIES, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGE.

THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. THESE LIMITATIONS ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH THE WEBSITE, SERVICES AND SOFTWARE.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEBSITE, SERVICES AND SOFTWARE OR ANY OTHER GRIEVANCE SHALL BE TERMINATION OF YOUR USE THEREOF.

COMPANY SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION, OR UNINTENDED DISCLOSURE OF DATA, INFORMATION, OR CONTENT TRANSMITTED, RECEIVED, OR STORED ON COMPANY’S, YOUR OR ANY THIRD PARTY’S SYSTEMS.

IN NO CASE SHALL THE MAXIMUM LIABILITY OF COMPANY ARISING FROM OR RELATING TO YOUR USE OF SERVICES AND SOFTWARE OR WEBSITE EXCEED ONE (1) MONTHLY FEE FOR SERVICE OR DEVICES AMOUNTS PAID BY YOU TO COMPANY FOR SERVICES AND SOFTWARE IN THE MONTH PERIOD PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM.

Each point of the Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the Company and You under the Agreement. This allocation is an essential element of the basis of the bargain between You and Us. The limitations in this section shall apply even if any limited remedy fails for its essential purpose.

SECTION 10. INDEMNIFICATION

You shall indemnify, hold harmless, defend the Company and its subsidiary, parent entities, predecessors, successors, affiliates, assigns, and all of their respective current and former officers, directors, members, shareholders, agents, contractors and employees (the “Indemnified Parties”) from any and all Claims.

A “Claim” means any action, cause of threatened, pending or completed action, suit, proceeding, claim, alternative dispute resolution mechanism, any hearing inquiry or investigation, demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including without limitation reasonable attorneys’ fees and costs, investigation, legal, court and other out-of-pocket obligations, costs of being a witness)) whether civil, criminal, administrative, investigative or otherwise, which arise out of:

• Your (Your partners’, users’, clients’) breach of the Agreement or any of applicable laws and regulations, or
• the operation of Your (Your partners’, users’, clients’) web-resources, services, activity, Content; or
• any negligent act or omission by You (Your partners, users, clients), or
• any third party claim, action, or demand related to You, Your (Your partners’, users’, clients’) web-resources, services, activity, Content; or
• willful misconduct, negligence, illegal activity, breach of security or data, unauthorized access to or use of Your Account, or infringement of a third party’s right, including any intellectual property, confidentiality, property or privacy right.

Company reserves the right to participate in the proceedings of any Claim subject to indemnification from You, but Company shall have no obligation to do so. You shall not settle any such Claim without Company’s prior consent, in cases if the consequences of such settlement may affect the Company in any way (damages, penalties, costs, reputation damages, etc.) Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, without limiting your indemnification obligations with respect to that matter, in which event you shall make best efforts to assist and cooperate with us in defending the matter at your expense.

If You are involved in a dispute with any third parties, You hereby release the Company, Company’s officers, employees, agents and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or Service. You shall pay Company damages, penalties and costs connected with all Claims and their consequences arising.

SECTION 11. MODIFICATIONS TO AGREEMENT

The Company may vary or modify the Agreement. All the amendments shall be enforced on the date of being posted on the Website, Company’s software products, web-platforms, applications, online complex tech-for-tech products unless otherwise shall be specified. By continuing access or use of the Website, Services and Software after the date specified in the notice or the updated Agreement, You agree to accept and be bound by the updated Agreement and all of the terms incorporated therein.

The Company shall notify You of all significant amendments to Agreement. If You disagree to comply with significant amendments, You shall be entitled to terminate the Agreement with 60 days’ prior notice to the Company except for amendments made under new laws or regulations.

Company may (but is not obliged to) notify You of all non-significant amendments to the Agreement.

SECTION 12. GENERAL TERMS

12.1. Eligibility

Services and Software are not targeted towards, nor intended for use by, anyone under the age of 18. You confirm that You have reached the age of 18, or it is legally established that You have the right to accept and comply with the Agreement, and effect payments. If You do not meet the above conditions, do not use Services and Software (otherwise, the Company is not responsible for any consequences).

If You act on behalf of another person / entity, You warrant that You are an authorized representative of such person / entity; You have the authority to enter into the Agreement on behalf of such a person / entity to bind on their / its behalf. If You do not have the permissions and authority to act on behalf of another person / entity, You shall be personally liable for all the consequences, including penalties, damages.

You confirm that You are not located, managed, operated in a country subject to the sanctions of the U.S. or EU governments. You also are not owned or controlled by persons or entities located, managed, operated in the above-mentioned sanctioned countries or being residents (citizens) of the above-mentioned sanctioned countries.

12.2. Electronic documentation

For the purpose of the Agreement, electronic signatures and documents, transmitted via email or other electronic means or media, shall be valid. As between the Parties and any Party claiming through them, neither the Agreement nor any electronic record or signature may be challenged or denied legal effect or enforceability because it is in electronic form. It is the express intent of the Parties that if any applicable law requires a record or signature to be in writing, an electronic signature or record shall satisfy that law.

12.3. No publicity

Except to the extent that either Party obtains the prior written approval of other Party (which approval may be withheld in such Party’s sole discretion), Parties shall not directly or indirectly issue or permit the issuance of any publicity, press or news release, or other public statement concerning the relationship between Parties, the terms or existence of Agreement and/or any Service and Software order forms, or any of the transactions contemplated by Parties, and Parties shall not use the name, trademarks, logos or service marks of other Party in any promotional materials. Any approval or consent given by either Party under the Agreement for any continued use may be revoked by such Party at any time by giving the other Party a written notice of such revocation.

12.4. Independent contractors

Parties are independent contractors and have no right or authority to bind or commit the other party in any way without the other party’s express written authorization to do so. The Agreement does not establish employer/employee, joint venture, partnership, franchise, sales representative or agency relations. You have no authority to make or accept any offers or representations on Company’s behalf. Without the Company’s prior written consent, You shall not resell, transfer or provide Services and Software to third parties for commercial purposes, including technology and intellectual property rights related to the Company.

12.5. Assignment

You may not assign or transfer the Agreement or any of Your rights or obligations hereunder without Company’s prior consent. Any attempted assignment in violation of the foregoing provision shall be invalid whatsoever.

The Company may assign its rights and obligations under the Agreement without Your prior consent or notification.

You agree that: the Company may subcontract any of Services and Software to any third-party subcontractors, and/or subcontract or assign any of its obligations to any of its Affiliates; and if the Company does not have the applicable right or license to provide Services in any applicable jurisdiction, then it shall procure that such Services are provided by an Affiliate (or third party) duly licensed under the laws of that jurisdiction.

12.6. Force majeure

Except as to the obligation of You to make payments, neither Party shall be deemed to be in breach of the Agreement or otherwise liable to the other as a result of any delay or failure in the performance of its obligations under the Agreement, if and to the extent that such delay or failure is caused by a Force Majeure Event. Either Party may, by written notice, terminate Services and Software affected by a Force Majeure Event if such event continues for a continuous period of ninety (90) days.

Force Majeure Event means an event beyond a party’s reasonable control, including without limitation:

• any strike, lockout or other industrial action (except those by that party’s employees), or any shortage of or difficulty in obtaining labour, fuel, raw materials or components; or
• any destruction, temporary or permanent breakdown, malfunction or damage of or to any premises, plant, equipment (including computer systems) or materials caused by the acts or omissions of any unrelated third party, including without limitation, cable cuts or other damage to cables by a third party or by reason of any event; or
• any action taken by an authority of any kind, including, without limitation, not granting a consent, exemption, approval or clearance or imposing an embargo, export or import restriction, rationing, quota or other restriction or prohibition; or
• any civil commotion or disorder, riot, invasion, terrorist attack, war, threat of or preparation for war; or
• any accident, fire, or explosion, (other than in each case, one caused by a breach of contract by or with assistance of the party concerned) storm, flood, earthquake, subsidence, epidemic or other natural physical disaster.

12.7. Governing law and arbitration

The legal relations arising out of or relating to the Agreement are governed by the legislation of the Republic of Cyprus without regard to conflict of law provisions. Any dispute, claim or controversy arising out of or relating to the Agreement or the violation, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of the Agreement to arbitrate, shall be treated by the courts of the Republic of Cyprus without regard to conflict of law provisions. For any claim brought by either party, You agree to submit and consent to the personal and exclusive jurisdiction in, and the exclusive venue of the courts located in the Republic of Cyprus.

Some jurisdictions do not allow some disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to You insofar as they relate to implied warranties.

12.8. Export restrictions

You must comply with U.S. and European laws that prohibit or limit the ability to export or provide goods or services to certain persons or countries. You shall comply with all U.S. and EU export regulations if shipping to another country, including licensing requirements.

12.9. Communications

Any notice or communication required or authorized by the Agreement must be in writing and in English.

The Company may provide You with notices by email, regular mail, instant messages, pop-up messages when using Services and Software etc. Notice is deemed to be received by You when it is sent by the Company. If the Company sets a deadline for You to perform specific actions, then such a period is considered from the moment the notice is sent to the email address You specified and cannot be suspended or renewed due to the situation You did not get or read the notice from Company.

Notices to the Company must be delivered to e-mail addresses posted on the Website and shall be deemed to be received when factually received by the Company.

You undertake to carry out or organize continuous monitoring of incoming messages to the contacts You specified. You bear the risks and responsibility for the consequences if You do not read or do not receive the messages from the Company timely for any reason. Any notice that We send to Your contact details shall be effective when sent, whether or not You actually receive or read it.

Under no circumstances shall the Company be liable to You or other persons for direct, indirect incidental, special, consequential or exemplary damages and any consequences (including, but not limited to, Services and Software providing suspicion) in case Your notification contains less information and Company is unable to identify Your identity or matter for a notice.

You can submit notices using the details on Our Contact page (emails are preferable). Appropriate language – English.

12.10. Waiver

No delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement shall operate as a waiver of them, nor any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver must be in writing to be effective.

12.11. Judicial nature

The Agreement, including all documents expressly incorporated by reference herein, constitutes the entire agreement between Parties.

You shall accept the Agreement by:

• ordering and using Services or Software; or
• paying for Services or Software.

The admissible and sufficient evidence of Your acceptance of the Agreement shall be log files (a file with the list of registered events of registration, ordering of services, etc.). The Company may implement additional procedures of Your acceptance verification, including but not limited to authorization by a unique link, a special code received by SMS, etc.

The Agreement, amendments to it, Company’s policies, procedures and all the legal documents posted on the Website, Company’s software products, web-platforms, applications, online complex tech-for-tech products constitute the entire agreement between You and the Company.

If any provision of the Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of the Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of Agreement in any other jurisdiction shall not be affected.

By using Services or Software, You shall agree to fulfill all the policies and regulations posted on the Website, Company’s software products, web-platforms, applications, online complex tech-for-tech products. All the Company’s policies and regulations are an integral part of the Agreement and are bound by You. Violation of Company’s policies and regulations shall be treated as a violation of the Agreement.

The English language version of the Agreement is the official version and translations in other languages are for informational purposes only.