User Agreement

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Oferta


Effective Date: June 2, 2020

TERMS AND CONDITIONS

GENERAL PROVISIONS

WWW.trafficmarket.store (“website”, “our website”, “site” or WWW.trafficmarket.store) is operated by ADV Online Company OU, a company incorporated under the laws of Estonia with a following registered address: Pae tn 21, Harju Maakond, Tallinn, Estonia, 11415.

Throughout WWW.trafficmarket.store, the terms “we”, “us” and “our” refer to ADV Online Company OU.

ADV Online Company OU offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting WWW.trafficmarket.store and/ or signing into our application, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms and Conditions”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlinks. These Terms and Conditions apply to all users of the site, including without any limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

By accessing or using WWW.trafficmarket.store, you agree to be bound by these Terms and Conditions. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms and Conditions are considered an offer, acceptance is expressly limited to these Terms and Conditions.

Any new features or tools which are added to the current store shall also be subject to the Terms and Conditions. You can review the most current version of the Terms and Conditions at any time on this page. We reserve the right to update, change or replace any part of these Terms and Conditions by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to WWW.trafficmarket.store following the posting of any changes constitutes acceptance of those changes.

GENERAL USER’S OBLIGATIONS

By agreeing to these Terms and Conditions, you represent that you are at least 18 years old or the age of majority in your country of residence, or that you are the age of majority in your country of residence and you have given us your consent to allow any of your minor dependents to the site.

You may not use our application or website for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.

CONDITIONS OF USE

We reserve the right to refuse service to anyone for any purpose at any time.

You understand that your content may be transferred unencrypted and involve:

transmissions over various networks;

changes to conform and adapt to technical requirements of connecting networks or devices.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

ACCURACY OF INFORMATION

We are not responsible if information made available on WWW.trafficmarket.store is inaccurate or incomplete. The material on the site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the site is at your own risk.

WWW.trafficmarket.store may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference or interest only. We reserve the right to modify the contents on WWW.trafficmarket.store at any time, but we have no obligation to update any information regularly. You agree that it is your responsibility to monitor changes at WWW.trafficmarket.store and/or related resources.

MODIFICATION RIGHT

Details about the Service and products offered by ADV Online Company OU are subject to change without any notice.

ADV Online Company OU reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

ADV Online Company OU shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

THIRD-PARTIES TOOLS AND SERVICES

Through WWW.trafficmarket.store can be granted an access to third-party tools and services over which ADV Online Company OU neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools or services ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of third-party tools and services.

Any use by you of third-party tools and services, offered through WWW.trafficmarket.store is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

ADV Online Company OU may offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms and Conditions.

ADV Online Company OU may enable you to link your User Account with a valid account on a third party social networking, email or content service such as Facebook, Instagram, YouTube, or Twitter, (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing ADV Online Company OU to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.

You represent that you are entitled to disclose your Third-Party Account login information to ADV Online Company OU and/or grant ADV Online Company OU access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating ADV Online Company OU to pay any fees or making ADV Online Company OU subject to any usage limitations imposed by such third-party service providers.

You must read carefully and accept YouTube API Services – Developer Policies at: https://developers.google.com/youtube/terms/developer-policies#a-api-client-terms-of-use-and-privacy-policies

You must read carefully and accept YouTube’s Terms and Conditions at: https://www.youtube.com/t/terms

THIRD-PARTY LINKS

Certain content, products, tools and services available via ADV Online Company OU’s Service may include materials (links) from third-parties.
Third-party links on WWW.trafficmarket.store may direct you to third-party websites that are not affiliated or/and controlled by ADV Online Company OU. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation:

to maintain any comments in confidence;

to pay compensation for any comments;

to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms and Conditions.

You agree that your comments will not violate any right of any third-party, including copyright, trademarks, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website.

You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments.

You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

PERSONAL INFORMATION

Your submission of personal information through our forms or our application is governed by our Privacy Policy. To view our Privacy Policy, please go to: https://www.trafficmarket.store/policy/

ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to features, our application, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

ADV Online Company OU undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, application information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

PROHIBITED USE

WWW.trafficmarket.store may not be used:

      1. for any unlawful purpose;

      2. to solicit others to perform or participate in any unlawful acts;

      3. to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;

      4. to infringe upon or violate our intellectual property rights or the intellectual property rights of others;

      5. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;

      6. to submit false or misleading information;

      7. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;

      8. to collect or track the personal information of others;

      9. to spam, phish, pharm, pretext, spider, crawl, or scrape;

      10. for any obscene or immoral purpose;

      11. to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.

ADV Online Company OU reserve the right to terminate your use of the Service or any related website for violating any of the prohibited use.

WARRANTIES; LIMITATION OF LIABILITY

ADV Online Company OU do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free or that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products, tools and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall ADV Online Company OU, our managing board, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.

Some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless ADV Online Company OU and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms and Conditions or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SEVERABILITY

In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms and Conditions are effective unless and until terminated by either you or ADV Online Company OU. You may terminate these Terms and Conditions at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms and Conditions, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

These Terms and Conditions and any policies or operating rules posted by us on WWW.trafficmarket.store or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions).
Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.

GOVERNING LAW AND DISPUTE RESOLUTION

Terms and Conditions conclusion and fulfillment regulated by current legislation of Estonia.

All questions not regulated or partly regulated by Terms and Conditions or/and Privacy Policy, regulated in accordance with substantive law of Estonia

If the disputes have not been resolved by negotiation between you and ADV Online Company OU, disputes brought for consideration in the manner prescribed by actual Regulation of the Court of Arbitration of the Estonian Chamber of Commerce and Industry.

TERMS AND CONDITIONS CHANGES AND MODIFICATIONS

You can review the most current version of the Terms and Conditions at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions by posting updates and changes to WWW.trafficmarket.store. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.

CONTACT INFORMATION AND COMMUNICATION

ADV Online Company address and contact information:

Pae tn 21, Harju Maakond, Tallinn, Estonia, 11415.

Tel: +7921 404 2469

E-mail: [email protected]

Correspondence between you and ADV Online Company OU can be maintained via e-mail or postal and delivering services. E- mails or other correspondence, sent from the above addresses are official and are subject to obligatory execution. In case an e-mail was sent by ADV Online Company OU, the latter is not obliged to subsequently send the document on paper.

NDA AGREEMENT

This Agreement is concluded in Tallinn, Estonia, (hereinafter the “Agreement”), between:

the Provider of services (hereinafter referred to as the “the Provider”), on the one hand

and

ADV Online Company OU (hereinafter referred to as the “the Client”), a legal entity pursuant to the laws of Estonia, registered under the number 14069900, located at: Pae tn 21, Harju county, Tallinn, 11415, Tallinn City, Estonia, on the other hand

The Provider and the Client shall individually be referred to as «the Party» and jointly as «the Parties».

NOW, THEREFORE, the Parties agree as follows:

Definitions

The Parties agree that the terms in this Agreement are used as defined in this clause:

Confidential information – any information, including commercial information, financial information, software, technical data or know-how furnished, whether in written, oral, electronic or other form by the Client to the Provider that (a) is marked, accompanied or supported by documents clearly and conspicuously designating such documents as "confidential", “internal use” or the equivalent; (b) is identified by the Disclosing Party as confidential before, during or promptly after the presentation or communication; or (c) should reasonably be known by the Provider and (d) any other Client’s information and Information, specified in a section 9 of the present Agreement.

Program – a combination of data and commands designed for operating computer devices in order to achieve particular goals, a program includes preliminary materials, derived in the course of developing a program and audiovisual images generated by it. A Program can be expressed in any language and in any form, including a source code and an object code. The Program also means operational systems and sets of programs;

Appendix – an appendix to this Agreement signed by the Parties, which contains any additional terms and conditions agreed by the Parties;

Territory – all countries of the World.

Other definitions as indicated in this Agreement.

Subject of the Agreement

The Parties agree to enter into a confidential relationship with respect to the disclosure of the Confidential Information for the purpose of preventing the unauthorized disclosure or/and any unauthorized use of the Confidential Information as defined below.

Confidentiality

Information concerning this Agreement and its conditions and method of fulfillment, the Software (including Software and other items of intellectual property included in them), and any other information revealed by one party to the other and described as confidential, constitutes Confidential Information. In order to avoid any doubts, the obligation of the Client to ensure confidentiality is not necessarily require the obtaining by the Client of the written obligation to ensure the maintenance of a regime of confidentiality from any party who can be given the Confidential information under the implementation of this Agreement.

The Party obtaining the Confidential Information undertakes to maintain its secrecy and not to disclose it to third parties or use it commercially or in any way different from the use agreed with the Party transferring it, and also to prohibit access to it by any unauthorized person (excluding instances in which applicable legislation requires the disclosure of such information), before signature of this Agreement, during its period of validity.

Notifications

All notifications or other correspondence under this Agreement, whether required by the terms of this Agreement or otherwise, shall be in writing or sent by electronic messages and must be delivered or mailed (including e-mail, SMS messages, WatsApp, Viber, Skype Telegram, Asana, Slack or other types of messengers) to addresses that may be hereafter designated by the respective Party.

Liability

If either Party fails to fulfill, or does not properly fulfill, the conditions of this Agreement, it shall be liable in accordance with the Russian legislation.

The Provider responsible for non-authorized confidential information disclosure, losses in connection with lost or corrupted data, lost profits, interruption to commercial activity or negligence.

Effective date

This Agreement shall be effective from the moment of its signature by the Parties and remain valid for one year.

Originals

This Agreement is executed in two (2) originals in Russian and English languages, one for each Party. In the event of inconsistencies, ambiguities or contradictions between the two versions, the Russian version shall prevail.

Severability

If a provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of this Agreement as a whole or any other provision of this Agreement.


Non-Disclosure Provisions

In the performance of Employee’s obligations, the Provider will be exposed to Client’s Confidential Information. “Confidential Information” also means information or materials that is commercially valuable to Client and not generally known or readily ascertainable in the industry. This includes, but is not limited to:

any technical information concerning Client’s products and services, including product know-how, formulas, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence;

any information concerning Client’s business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies or/and campaigns;

any information concerning Client’s employees and providers, including salaries and/or remuneration, strengths, weaknesses, and skills;

any information submitted by Client’s customers, suppliers, employees, providers, consultants or co-venture partners with Client for study, evaluation or use

any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect Client’s business.

The Provider shall keep Client’s Confidential Information, whether or not prepared, or developed by the Provider, in the strictest confidence. The Provider will not disclose such information to anyone outside Client without Client’s prior written consent. Nor will Provider make use of any Confidential Information for Employee’s own purposes or the benefit of anyone other than Client.

Return of Materials

Three days before the termination of this Agreement, for whatever reason, Employee will promptly deliver to Client all originals and copies of all documents, records, software programs, media and other materials containing any Confidential Information. The Provider will also return to Client all equipment, files, software programs and other personal property belonging to Client.

The Provider must stop (and ensure that any Affiliate stops) any operations with any Client’s materials and information, including Confidential information, and delete (and ensure that any Affiliate deletes) the existing copies of any Client’s materials and information, including Confidential information, from the memory of the computers, transfer (and ensure that any Affiliate transfers) to the Client the copies, stored on any of its computers or other media as well as on any computers or other media of Affiliates, after the end of the process, no later than 3 (three) days before the termination of this Agreement or immediately, at the Client’s special request.

Provider’s obligation to maintain the confidentiality and security of Confidential Information remains even after the termination of this Agreement and continues for so long as such Confidential Information remains a trade secret.


Entire Agreement

This Agreement with all its Appendices is the entire Agreement between the parties relating to the subject matter hereof.

Governing law and dispute resolution

This Agreement is governed by and construed in accordance with the law of Estonia.

All disputes arising over the course of the execution of the present Agreement or in connection with it or following from it are subject to final settlement at The Court of Arbitration of the Estonian Chamber of Commerce and Industry with a panel consisting of one arbitrator, in accordance with its Regulations effective at the moment of the dispute resolution. The place of the arbitration shall be Tallinn, Estonia. The language to be used in the arbitration shall be English. The award shall be in writing and shall state the reasons upon which it is based. The award shall be final and binding for the Parties and enforceable in the courts of any jurisdiction. The Parties shall keep the arbitral proceedings and their results confidential, unless otherwise agreed in writing between them.

Amendment

All amendments and supplements to this Agreement must be made in writing and signed by authorized persons.


Agreement

on development and the Software exclusive rights transfer

This Agreement is concluded in Tallinn, Estonia, (hereinafter the “Agreement”), between:

The Provider of services (hereinafter referred to as the “the Provider”),

and

ADV Online Company OU (hereinafter referred to as the “the Client”), a legal entity pursuant to the laws of Estonia, located at: Pae tn 21, Harju county, Tallinn, 11415, Tallinn City, Estonia, on the other hand

The Provider and the Client shall individually be referred to as «the Party» and jointly as «the Parties».

WHEREAS the Client wishes to obtain an exclusive right to the Software in accordance with the Software's functionality;

WHEREAS the Provider agrees to provide the Client with the exclusive right to use the Software without any limitation;

NOW, THEREFORE, the Parties agree as follows:

Definitions

The Parties agree that the terms in this Agreement are used as defined in this clause:

Exclusive right – an exclusive right to the Software as indicated in clause of this Agreement;

Confidential information –information defined in article 6 of this Agreement;

Program – a combination of data and commands designed for operating computer devices in order to achieve particular goals, a program includes preliminary materials, derived in the course of developing a program and audiovisual images generated by it. A Program can be expressed in any language and in any form, including a source code and an object code. The Program also means operational systems and sets of programs;

Software – a set of Programs, developed by the Provider, which the Client obtains the right to use. The description of the Software is set out in the Appendix (ces) or/and Assignments to this Agreement;

Territory – all countries of the World.

Provider – owner/ owners of exclusive right on the Software.

Remuneration – an amount that must be paid by the Client in accordance with the Assignment/Appendix to the Agreement, including Fixed remuneration amount and a Revenue Share Amount paid on monthly basis.

Other definitions as indicated in this Agreement.

Subject of the Agreement

According to the terms and conditions of this Agreement the Provider hereby develops the Software and grants to the Client exclusive rights to the Software, specified in the Assignment/Appendix in the Territory without any limitations, in return for which the Client undertakes to pay the Remuneration.

After the end of the development process, the Provider loses all rights in the Software, including the right to independent use of the Software, as well as the right to provide third parties with the right to use the Software.

The Provider must stop (and ensure that any Affiliate stops) any operations with the Software, and delete (and ensure that any Affiliate deletes) the existing copies of the Software from the memory of the computers, transfer (and ensure that any Affiliate transfers) to the Client the copies of Software stored on any of its computers or other media as well as on any computers or other media of Affiliates, after the end of the development process, excepting operations with the Software during any technical support operations and advice process, provided on Client’s request.

The Client obtains ownership of the Software, including the right to use it without any limitation.

Methods of Software use

The rights transferred by the Provider under this Agreement represent an exclusive right to use the Software without any limitations.

Limitations on the use of the Software

The rights transferred by the Provider under this Agreement represent an exclusive right to use the Software without any limits.

Financial conditions and taxation

    1. In exchange for the provision of the right to use the Software, the Client shall pay to the Provider the Remuneration, as set out in the respective Assignment.

All payments under this Agreement shall be carried out in US Dollars/Euro/ GB Pounds.

Any other terms for the payment of Remuneration and Monthly Remuneration shall be defined in the respective Appendix and/or Assignments.

Provision of the rights to Affiliates

The Parties agree that the Client may provide its Affiliates with an exclusive right to use the Software subject to the terms and conditions of the license Agreement between the Provider and the Client/ the end user.

Transferring of rights to the Software

The exclusive right to use each Software is deemed transferred from the moment specified in the Assignment/Appendix to this Agreement.

Circumstances of Force Majeure

Neither party shall be liable before the other party for non-fulfillment or incomplete fulfillment of their obligations under this Agreement if this arises through circumstances of force majeure.

The term “circumstances of force majeure” refers to any circumstances that are extreme in nature, cannot be overcome and are outside the control of the Party affected by them, including war (actual or declared), civil unrest, epidemic, blockade, embargo, fire, earthquake, flood and other natural disasters, as well as action by organs of State power.

The party that does not fulfill its obligations following circumstances of force majeure must, within three days, inform the other party of such circumstances and their effect on the fulfillment of obligations under this Agreement.

If the circumstances of force majeure last for more than one (1) month, this Agreement may be terminated by Agreement between the Parties, or unilaterally by either Party, by sending a written notification to the other Party. In this case, this Agreement shall be terminated from the date of such notification.

Notifications

All notifications or other correspondence under this Agreement, whether required by the terms of this Agreement or otherwise, shall be in writing or sent by electronic messages and must be delivered or mailed (including e-mail, SMS messages, WatsApp, Viber, Skype or other types of messengers) to addresses that may be hereafter designated by the respective Party.

Liability and termination of Agreement

If either Party fails to fulfill, or does not properly fulfill, the conditions of this Agreement, it shall be liable in accordance with the Estonian legislation.

The Provider responsible for losses in connection with lost or corrupted data, lost profits, interruption to commercial activity, negligence and the functioning or non-functioning of Software.

In order to avoid any doubt, the Provider, shall take all necessary measures to restore functionality of the Software in a strict accordance with the declared parameters.

Effective date

This Agreement shall be effective from the moment of its signature by the Parties and remain valid for the period for which the Client is given the exclusive right to use the Software in accordance with the respective Appendixes.

Originals

This Agreement is executed in two (2) originals in Russian and English languages, one for each Party. In the event of inconsistencies, ambiguities or contradictions between the two versions, the Russian version shall prevail.

Severability

If a provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of this Agreement as a whole or any other provision of this Agreement.


Provider’s obligation to maintain the confidentiality and security of Confidential Information remains even after the termination of this Agreement and continues for so long as such Confidential Information remains a trade secret.

Nothing contained in this Agreement shall be deemed to make Provider an Employee or joint venturer of the Client for any purpose.

If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best to effect the intent of The Client and The Provider.

The Provider agrees to indemnify the Client against any and all losses, damages, claims or expenses incurred or suffered by Client as a result of the Employee’s breach of this Agreement.

The Client may assign this Agreement to any party at any time. The Provider shall not assign any of his or her rights or obligations under this Agreement without Client’s prior written consent. Any assignment or transfer in violation of this section shall be void.


Entire Agreement

This Agreement with all its Appendices is the entire Agreement between the parties relating to the subject matter hereof.

Governing law and dispute resolution

This Agreement is governed by and construed in accordance with the law of the Estonia.

All disputes arising over the course of the execution of the present Agreement or in connection with it or following from it are subject to final settlement at the

The place of the arbitration shall be Tallinn.

The award shall be in writing and shall state the reasons upon which it is based. The award shall be final and binding for the parties and enforceable in the courts of any jurisdiction. The Parties shall keep the arbitral proceedings and their results confidential, unless otherwise agreed in writing between them.

Amendment

All amendments and supplements to this Agreement must be made in writing and signed by authorized persons.


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