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Viral Nodes - Terms and Conditions

TERMS AND CONDITIONS ("T&C")

SUBJECT & SCOPE OF WORK.

Non-exclusive Appointment. Subject to the terms and conditions of this T&C, Ambassador will, on a non-exclusive basis, support Makr Shakr S.r.l. ("Company") in expanding its relevant business by promoting the Product to any third parties which can be interested in its purchase located within the Territory (hereinafter “End Customer”).

Territory. The rights granted to the Ambassador hereunder are granted for the following geographical areas and markets: USA, EU and Canada.

Products. The Product manufactured and sold by Company to End Customer, and which shall be promoted by the Ambassador are the following: fixed unit of Scribit.

d. Relationship of Parties. Ambassador is an independent contractor, is not and shall not be deemed to be an employee, legal representative, dealer, joint venture or partner of Company for any purpose. Ambassador acknowledges that Company has not granted it any authority to negotiate, nor promise, not undertake anyhow to make any changes to Company's terms and conditions of sale, grant any warranties in excess of those extended by Company or limit its liabilities or remedies less than Company limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or bind Company in any transaction with customers, governmental agencies or third parties.

e.Methods of collaboration. Company will provide to Ambassador, upon the signature of this T&C: 

1. 10 (ten) codes corresponding to 10 % discount each on the Price of the Product, which will have a duration corresponding to 12 (twelve) months starting from the Effective Date (the “Discount”);

2. all the necessary technical, commercial e and business information to perform the promotion activities in accordance with this T&C;

Ambassador will use the unit of the Product received according to article e.1. for demonstration purposes and will provide the Discount to End Customer located within the Territory. In case of purchase by End Customer using the Discount, Company will directly recognise the percentage of the Discount on the Price.

2. ORDERS, PRICE, TERMS OF SALE & PAYMENT.

  1. Orders for Product. Any order of the Product will be made between Company and End Customer at the prices established by Company.

  2. Payment. Company will correspond to Ambassador €50 (any applicable tax excluded) for each unit of the Product purchased by End Customer using the code Discount. This fee will be corresponded within 30 days from Company’s receipt of full payment of the Price from End Customer.

3. RESPONSIBILITIES OF AMBASSADOR.

a. Ambassador agrees that it will diligently perform the services and obligations detailed in this T&C. The operations of Ambassador are under its sole and exclusive control, including without limitation supervision of, and liability or expenses incurred with respect to travels, accommodation or any other costs for the promotion activities. The Ambassador will use best reasonable efforts to promote the Products in the Territory.

4. CONFIDENTIAL & PROPRIETARY INFORMATION.

a. The Parties acknowledge that the existence and the terms of this T&C and any oral or written information exchanged between the Parties in connection with the preparation and performance this T&C are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties.

 

5. DURATION & TERMINATION.

  1. Effective Date and Duration. This T&C shall become effective when accepted by Ambassador ("Effective Date") on the and shall continue in effect until terminated by one of the Parties by a 30 days prior written notice.

  2. Termination. Either Party may immediately terminate this T&C by written notice upon the occurrence of either of the following: (i) the other Party becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, makes an assignment for the benefit of creditors or becomes nationalized or has any of its material assets confiscated or expropriated; or (ii) the other Party (in this case, the “breaching Party") fails to perform any of its obligations hereunder and fails to correct such failure within 15 calendar days after receiving written demand therefore from the non-breaching Party, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this T&C upon notice to the breaching Party.

6. INDEMNIFICATION & LIMITATION OF LIABILITY.

  1. Indemnification. Ambassador agrees to defend, indemnify and hold harmless Company, its officers, directors, agents, employees, successors and assigns from and against any and all claims, demands, obligations, causes of action, lawsuits, damages, liabilities, injuries, death, fines, judgments, costs (including settlement costs), and expenses (including the payment of reasonable attorney fees and disbursements) (collectively “Claims”), arising out of: (1) the breach by Ambassador, its employees or agents, to comply with the terms and conditions of this T&C; (2) the negligent acts or omissions or gross negligence of Ambassador, its employees, agents, or subcontractors; (3) the services performed or actions taken by Ambassador, its employees, agents or subcontractors, in connection with this T&C, including the operation, execution, implementation, management and exploitation of any event or activity or materials incidental thereto.

  2. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS T&C OR PURCHASE OR USE OF THE PRODUCTS. In any event total liability of one party to the other shall be limited to the purchase price of the Product giving rise to the claim.

7. IP AND TRADEMARKS.

  1. IP. All intellectual property rights developed, associated and/or related to Company is and shall remain of the sole property of Company.

  2. Trademarks. Ambassador shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this T&C and thereafter, the validity, ownership or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing. Ambassador will not institute any proceedings with respect to the trademarks of Company either in Ambassador's own name or on behalf of Company without express written permission of Company. Ambassador shall execute any documents or do any acts that may be required to accomplish the intent of this Section.

8. GENERAL PROVISIONS.

  1. Governing Law. This T&C is a contract under the laws of the State of Italy and for all purposes shall be governed by and construed in accordance with the substantive laws of the State of Italy, without regard to its principles of conflicts of laws provisions.

  2. Disputes. In the event of any dispute arising out of or in connection with this T&C, the Parties shall first attempt to resolve such matter within seven (7) business days following the date a written notice of the dispute is made by any party. If the Parties are unable to resolve the dispute within the foregoing time period, any dispute arising out of a default of this T&C shall be finally and exclusively settled by the court of Turin - Italy.

  3. Assignment. Neither Party shall assign, pledge or otherwise transfer any of its rights, interest or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party.

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