GENERAL TERMS AND CONDITIONS OF SERVICES

1. TERMS AND DEFINITIONS

1.1. Account Details are a set of technical data attributes of the Customer that shall be obligatory stored by the Contractor and is used for Services rendering.

1.2. Agreement is the contract between the Customer and the Contractor for Services rendering and/or software licensing.

1.3. Authentication Data is a set of non-personal data fields collected from the Customer’s web resource and/or provided directly by the Customer including technical information about the device through which the User accessed the website through the Internet; information about the User's actions on the website and some other data attributes defined in the technical format.

1.4. Customer Email Address (Customer Email, Email) is the email address, or a number of email addresses specified in the Agreement for respective information and notification purposes.

1.5. Effective Date is the date of Agreement signing by the Parties designated in the Agreement.

1.6. Minimum Validity Period is a period of 6 (six) months starting from the first Reporting Period, unless otherwise indicated in the Agreement.

1.7. Personal Account is a functionality within the secured part of the Services which is created for the Customer by the Contractor and allows receiving various technical information, statistics and monitoring requests processing.

1.8. Privacy Policy is the public document, owned and managed by the Contractor, describing the Contractors’ policy in respect of personal and user data processing. The most recent version of the aforementioned document is available at https://juicyscore.ai/en/policies/juicyscore-privacy-policy.

1.9. Product (or Web Resource) is a web resource and/or mobile application of the Customer or the Customer’s affiliates which is the subject of the Services, and which is used by Users to fulfil applications for financial products or other types of non-financial products and services.

1.10. Regular Maintenance (Technical) Works is a set of mandatory actions that the Contractor periodically runs during the term of the Agreement.

1.11. Reporting Period is one calendar month period of Services rendering. The first Reporting Period shall be considered as the period from the date when the Contractor received the working (operation) Request until the last day of the first Reporting Period; the last Reporting Period is the period from the beginning of the last month of Services rendering / software licensing till the expiry date or termination of the Agreement.

1.12. Request (or Enquiry) is a set of Authentication Data defined in the technical format that the Customer sends to the Contractor using the Account Details.

1.13. Request Response is a set of the resulting information provided in the technical format as a result of Authentication Data processing. Request Response includes the number of device identifiers, score and vector of output attributes in the technical format. The set of data included in the Request Response depends on the Services package chosen by the Customer and specified in the Agreement.

1.14. Script (Data Collection Script, JavaScript, SDK) is a reserved program code; this code is a mandatory component of the Services and is installed into the Customer’s infrastructure for Services rendering.

1.15. Services are information services rendered in the format described in the Technical Documentation and used to assess and evaluate credit risk, fraud risk or other type of risk on the applications for products based on device and virtual user behaviour analysis; the data processed as part of the Services DOES NOT contain any type of direct consumer identifiers which may lead to unambiguous individual identification. Services rendering includes the following stages: receiving Requests from the Customer, Requests processing and analysis, building Request Response and its provision to the Customer.

1.16. System (or Technological System) is a set of infrastructure components, server equipment, hardware and software tools ensuring Services provision for the Customer.

1.17. System Failure (or System Malfunction) is a set of circumstances that led to the failure of the System or to a System Malfunction for more than 120 minutes, whereby the Contractor cannot provide the Customer with the Services or ensure the System’s Proper Functioning.

1.18. System’s Proper Functioning: the System and corresponding services are considered as properly functioning and duly provided if the Request response time does not exceed 30 seconds for 99% of Requests for any consecutive 720 hours with at least 1,000 consecutive Requests.

1.19. Technical Documentation is a package of electronic documents that contain technical requirements for the Parties’ infrastructure, software, service description, technical formats, input and output data vectors and other information needed for Services rendering.

1.20. User (or Virtual User) is an individual who intends to conclude an agreement for a loan, insurance policy or other type of financial or non-financial product or service with the Customer through the website or mobile application and whose Authentication Data, if necessary, the Customer transfers to the Contractor for Services provision according to the Agreement terms.

2. SERVICES RENDERING

1. Products

1.1 The General Terms and Conditions are applicable to all Products listed in the respective section of the Agreement.

2. Requests

2.1. The Contractor creates Account Details for the Customer within 5 (five) business days after the Agreement is signed.

2.2. The Customer sends Requests using their Account Details.

2.3. The Customer hereby requests the Contractor and the Contractor undertakes to ensure security of the Personal Account and access to it using the Contractor’s products without extra payment.

3. Data Processing

3.1. The Contractor shall process all User Data in accordance with the Privacy Policy requirements and for the purpose of data processing directly defined by the Customer in the Agreement. The Contractor is obliged not to request, store or process any direct identifiers (sole or in any combination) which are sufficient for unambiguous and explicit consumer identification such as full name, date of birth, passport or any other ID documents, full registration, employment or residential address, full contact data attributes, including cell phone number or fixed line number, emails, etc. The Customer is obliged not to report any direct identifiers (separately or in any combination) which are sufficient for unambiguous and explicit consumer identification within the Services.

4. Parties’ obligations

4.1. The Customer is obliged to:

• (a) Inform the visitors of their Web Resources and/or mobile application users about sessions which had been provided by the Contractor and were installed on the Customer’s Web Resource and/or mobile application; sessions provided by the Contractor are recommended for inclusion into the essential cookies category. The recommended way of informing may be extracted from the Privacy Policy. The Customer shall obtain appropriate and sufficient User consent in a manner stipulated by applicable legislation to collect, process and transfer User Data to the Contractor for the purpose of data processing defined by the Customer and sufficient for the Agreement performance. The description of User Data to be collected is stipulated in the Privacy Policy;
• (b) Use sessions and output data provided by the Contractor for the purposes of data processing specified by the Customer in the Agreement;
• (c) Refrain from using sessions and output data provided by the Contractor for targeted advertising or active marketing purposes or any other soliciting activities which are outside of the scope of the purposes stated by the Customer in the Agreement;
• (d) Inform about System or Script malfunctions within 24 hours after the issue was identified;
• (e) Operate in compliance with personal data regulations and legislation;
• (f) Duly obtain the consent of the relevant Licensee’s employees to process their Personal Data provided by the Licensee to the Licensor for the Personal Account functionality use. By signing the Agreement, the Licensee confirms that it has duly obtained such consents.

4.2. The Contractor is obliged to:

• (a) Render Services in a timely and full manner;
• (b) Provide technical support and System maintenance as per Service Level Agreement (Appendix 2 to the General Terms and Conditions). The Contractor provides the Customer with Services according to the Technical Documentation version in force as of the Agreement execution date. The Customer acknowledges and agrees that, as part of Services rendering improvement, the Contractor regularly releases updated Technical Documentation versions, therefore technical support of each version is provided for 3 (three) years from the date of release stated in the Technical Documentation;
• (c) Respect data confidentiality and taking sufficient measures for data protection.

3. COST CALCULATION

3.1 The total cost of Services under the Agreement is made up of the cost of Services agreed by the Parties in the Agreement. This total cost is equal to the net cost of Services and excludes various taxes applicable to the country where Services are physically rendered such as VAT, withholding tax, etc.

3.2. Services cost calculation under the Agreement is explicitly described in the Section SERVICE COST CALCULATIONS thereof.

3.3. The monthly fee shall be paid based on the scanned copy of the invoice sent to Customer’s Email address. Invoices shall be issued in accordance with the requirements of the legislation of the Contractor’s jurisdiction taking into account the Customer’s local legislation requirements.

3.4. The monthly fee is charged for Services rendered within the Reporting Period. If the monthly fee amount is less than the amount of the minimum monthly fee agreed by the Parties in the Agreement, then the minimum monthly fee shall be applied even in case there were no Requests within the Reporting Period. If during the first Reporting Period the first Response was sent to the Customer after the 10th day of the month of the first Reporting Period, then the minimum monthly fee shall not be charged for that Reporting Period.

3.5. Payment is made via transfer to the Contractor’s bank account not later than 10 (ten) banking days (in accordance with the Customer’s legislation) after receiving the valid invoice unless other payment terms are directly stipulated in the Agreement. The Customer's obligations to pay for the Services rendered shall be considered performed after the funds are debited from the Customer's current account. Service payment date is the date when payment was settled on the Contractor’s banking account. Payment commissions (bank fees) of the payer’s bank and payer’s bank correspondent bank shall be paid by the payer (bank commission details “OUR”).

3.6. The Parties independently bear all costs incurred by either of them in connection with performance of the Agreement.

3.7. The Parties agreed that only the Contractor’s statistical data shall be used to calculate the cost of Services under the Agreement. The time zone for the purpose of calculating the number of Requests within the Reporting Period is UTC +3. The Report will be available online at the Statistics tab in the Customer's Personal Account. Issuing such Service Transfer and Acceptance Certificate (hereinafter, Certificate) is not required hereunder. The Report, along with the Certificate, may be sent to the Customer if so agreed by the Parties in the Agreement. The Report and Certificate forms are enclosed in Appendix 1 to the General Terms and Conditions.

3.8. The Contractor is entitled to change the amount of payment for the Services stated at the Effective Date no more often than 1 (one) time and not more than for 25% per each calendar year, notifying the Customer not later than 30 (thirty) calendar days before such change. The notification shall be made either via the Email addresses specified in the Agreement or via direct mail sent to the respective address specified in the Agreement. This change shall be stipulated by the Parties in an addendum hereto. If the Customer declines such a change, the Customer shall discontinue the use of Services, and the Parties shall sign a termination agreement to the Agreement not later than one business day after the changes’ effective date.

3.9. All payments made by the Customer to the Contractor hereunder shall be made free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority in the Customer’s country(-ies) of operation, excluding taxes imposed on the net income of the Contractor.

3.10. If the Customer is required by local legislation to deduct or withhold any taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased to the extent necessary so, that after making all required deductions, the Contractor receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Customer shall make such deductions and (iii) the Customer shall timely pay the full amount deducted or withheld by the relevant tax authority or other authority in accordance with applicable law.

3.11. If the Contractor is required by the Customer’s local tax legislation (other than the Contractor’s tax legislation) to pay any taxes from or in respect of any sum payable hereunder, the sum payable shall be increased to the extent necessary so, that after paying all required taxes to the Customer’s local tax authorities, the Contractor has an amount equal to the sum it would have received had no such tax payments been required.

3.12. The Contractor is entitled to provide a Certificate of Tax Residency in the Contractor’s country of registration in accordance with the Double Tax Treaty signed with the country of the Customer’s residence (if applicable) within 60 (sixty) calendar days upon the Customer’s request.

4. SERVICE TRANSFER AND ACCEPTANCE

4.1. The scanned copies of the invoice (with a statistical report on the volume of Services rendered and the Certificate, if applicable) shall be sent to the Customer’s Email within 5 (five) business days after the end of the Reporting Period.

4.2. In case the Certificate is applicable according to the Agreement provisions, it shall be signed by the Customer and provided to the Contractor not later than 10 (ten) business days from the date of its receipt. In case of discrepancy between the accounting system data of the Parties, the Customer has the right to submit a reasonable written refusal to sign the Certificate. In this event, the Parties undertake to perform a reconciliation and identify the reasons for data discrepancy on the volume of Services rendered. The Customer is reasonably entitled not to sign the Certificate until discrepancies are eliminated by the Parties.

4.3. In case the Contractor has not received a reasonable refusal to sign the Certificate within 10 (ten) business days after a scanned copy of the Certificate was sent to the Customer’s Email, the Services shall be considered rendered properly and accepted by the Customer, as evidenced by the unilaterally signed Certificate with a note that the Certificate was not signed in a timely manner by the Customer and a reasonable refusal was not provided.

5. CONFIDENTIALITY

5.1. As used herein, Confidential Information means all information disclosed by a Party (Disclosing Party) to the other party (Receiving Party), whether orally, in writing, electronic or other intangible form, whether and however disclosed, that is designated as “confidential”, “proprietary”, “trade secret” or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include, without limitation, Customer data, any information required to evaluate the assets of the Customer or the Contractor, trade secrets, Technical Documentation (including any information therein) which shall mean information that derives economic value from its use or disclosure under applicable law and the data, information and documents provided pursuant to the Agreement.

5.2. However, Confidential Information shall not include any information that:

1) is known by or in the possession or control of the Receiving Party at the time of its disclosure by the Disclosing Party;

2) is or becomes publicly known, through no breach of the Agreement by the Receiving Party;

3) is received by the Receiving Party from a third party with the right to disclose such information; or is independently developed by the Receiving Party without reference to Confidential Information.

The Contractor provides Services to the Customer without any commercial details on the terms of such Services.

5.3. The Parties hereby entitle each other to use each other’s names, logos, trademarks and domain names (Product logos, trademarks and domain names) in their public speeches and marketing materials, on their websites, presentations and portfolios. This right is provided free of charge, does not require additional notification and consent of the other Party, is valid without time or territory limitations and does not entail any obligation of the Parties to use it. Each of the Parties undertakes not to use the specified right to individualise their own activity or Services rendered.

The Customer guarantees the observance of the rights of the rightsholders of the domain names, trademarks, logos of the Products specified in the Agreement and/or placed on the Products’ web resources. In case any claims or demands are made against the Contractor by the rightsholders of the Product domain names, trademarks or logos indicated by the Customer and/or placed on the Product web resource as a result of their use by the Contractor in accordance with clause 5.3 hereof, the Customer undertakes to resolve such claims and demands independently, as well as to compensate the Contractor’s losses in full, in case of their occurrence.

In case of changes to the Product domain names, trademarks or logos, Customer and/or third-party trademarks or logos placed by the Customer on the Products’ web resources, as well as in case of changes to and/or termination of the grounds for their use, the Customer undertakes to send a written notice to the Contractor about this fact within 3 (three) working days from the moment of such change/termination.

5.4. The Receiving Party shall:

1. Use the same degree of care that it uses to protect its own confidential information of the same kind (but not less than a reasonable degree of care);
2. Refrain from using Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreementh; and
3. Except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its own and its affiliates’ employees, contractors and agents who need such access for purposes consistent with the Agreement and who signed agreements with the Receiving Party containing protections no less stringent than those contained herein. Neither Party shall disclose the terms of the Agreement or of any other agreement signed by the Parties to any third party, other than its affiliates and their legal counsel and accountants, without the other Party’s proper written consent.

5.5. In the event that the Receiving Party is required by law, regulation or court order to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall (unless prohibited by applicable law) notify the Disclosing Party in writing prior to making any such disclosure and assist the Disclosing Party in seeking a protective order or other appropriate remedy from the appropriate body. The Receiving Party further agrees that if no such protective order or other remedy is obtained, it shall furnish only that portion of Confidential Information that is legally required and shall use all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to Confidential Information.

5.6. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any breach hereof made by the Receiving Party or its affiliates and will cooperate with the Disclosing Party in every way to help the Disclosing Party regain possession of Confidential Information and to prevent its further unauthorised use. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidential protections hereunder, the Disclosing Party shall have the right in addition to any other remedies available to it to seek injunction to enjoin such acts.

5.7. Confidential Information disclosed under the Agreement (including information in computer software or held on electronic storage media) shall be and remain the sole property of the Disclosing Party. Nothing contained herein shall be construed to convey to the Receiving Party any right, title, interest or copyright regarding any Confidential Information or any license to use, sell, exploit, copy or further develop any such Confidential Information. All Confidential Information that is in tangible forms shall be returned to the Disclosing Party promptly upon written request from the Disclosing Party and shall not thereafter be retained in any form by the Receiving Party. Information in computer software or held on electronic storage media shall be erased promptly upon written request from the Disclosing Party.

6. INTELLECTUAL PROPERTY

6.1. Neither Party shall receive any right, title or interest in or to any intellectual property rights owned by the other Party whether such rights exist on the Effective Date of the Agreement or are developed, created or acquired during the term of this Agreement. The Parties and their licensors reserve all rights not expressly granted in the Agreement.

6.2. The Parties acknowledge and agree that all intellectual property rights, whether registered or unregistered or arising under the laws of their jurisdiction, shall remain the exclusive property of the Party that owns or rightfully possesses such intellectual property rights.

6.3. Nothing in these General Terms and Conditions or in the Agreement shall provide the Customer with any rights to Contractor’s intellectual property other than the rights of limited use as directly stipulated in these General Terms and Conditions and in the Agreement. The Contractor processes data received from around the world, which may at some period of time include data received from the Customer. The Contractor may develop new intellectual property or enhance existing intellectual property based on the results of such data processing (mostly as a result of machine learning). The Customer acknowledges that the Customer has no property rights or other rights or benefits in respect of such new intellectual property or enhancements of existing intellectual property. This clause supersedes any relevant stipulations of the Customer’s internal documents like Codes of Conduct, Vendor policies, Suppliers’ General Obligations, etc. whether accepted by the Contractor or not.

7. LIABILITY OF THE PARTIES

7.1. In the event that the Customer fails to fulfil the Services payment terms as provided for in the Agreement and/or addenda thereto, the Customer shall pay the Contractor, at his written request, a delay damages at the rate of 0.1% (zero point one percent) of the unpaid invoice amount per calendar day of delay with a cap of 30% of total invoice amount. The Customer shall pay such delay damages within 15 (fifteen) business days from the date of receipt of the corresponding request to the Customer’s email.

7.2. The Contractor’s liabilities related to Services provision are explicitly described in the Appendix 2 to the General Terms and Conditions.

7.3. The Contractor is entitled to suspend or discontinue the Services by sending notification to the Customer’s email address in the following cases and terms:

• (a) For the period of scheduled/repair arrangements in relation to the software and hardware used by the Contractor when providing the Services (scheduled/repair works are regular maintenance of the technical condition of IT equipment and software, which do not decrease the level of service availability as per Appendix 2 to the General Terms and Conditions). The Contractor shall promptly notify the Customer of the date and terms of the relevant activities and suspension term by sending a notice to the email addresses specified in the Agreement not later than 5 (five) business days prior to the commencement of such activities.
• (b) Suspend Services provision under the Agreement in the event that there are software-related and technical problems in the operation of software used for the purposes of the Agreement. The Contractor shall notify the Customer via email addresses specified in the Agreement not later than 24 (twenty-four) hours after such suspension occurred and take all reasonable measures to resolve the issue causing suspension.
• (c) The Customer's delay to pay for the Services under the Agreement for more than 15 (fifteen) business days beyond the Services payment due date stated in the Agreement; the Contractor shall notify the Customer 10 (ten) business days prior to the Services suspension.
• (d) Inappropriate use of data received within the Services which are not in the scope of the purposes stated by the Customer in the Agreement; the Contractor is entitled to discontinue the Services with 1 (one) calendar day notification.
• (e) Multiple inconsistencies in User Data provision and mismatches to data formats, insufficient or incorrect data sent within Requests which are not fixed by the Customer within 15 (fifteen) consecutive days; the Contractor is entitled to suspend the Services with 7 (seven) calendar day notification.
• (f) Due to court or regulator decision, the Customer’s licenses and/or permits for business activities and financial products provision were revoked; the Contractor is entitled to discontinue the Services with 5 (five) calendar day notification.
• (g) The Customer did not send any Service Requests over the last 60 (sixty) calendar days; the Contractor is entitled to suspend or discontinue the Services with 5 (five) calendar day notification.

7.4. The Customer accepts and agrees that Service provision under the Agreement is carried out using the Contractor’s software, which operates on an as is basis, taking into account the terms of the Agreement and completeness of the data provided by the Customer.

7.5. The Customer accepts and agrees that Services provision under the Agreement, namely the information provided to the Customer, is purely informational in nature and does not guarantee compliance with the Customer's objectives and expectations.

7.6. The Contractor renders Services with a certain quality level as per Appendix 2 to the General Terms and Conditions.

7.7. The Contractor is not responsible for the Customer’s actions or inactions related to data, score and other results of Services obtained by the Customer while Services are rendered. The Customer decides on their own how to use Services results and is fully responsible for any consequences of such use.

7.8. Under no circumstances shall the Contractor be liable for any results of the Customer using or ignoring information provided by the Contractor under the Agreement, nor shall the Contractor compensate the Customer for any losses, whether direct or indirect, caused to the Customer as a result of using/ignoring the above-mentioned information.

7.9. In the event of a lawsuit against a Party due to the fault of the other Party’s performance of the Agreement, the imposition of penalties on the Party by the appropriate regulatory and other authorities, as well as in the event of violation by the other Party of the warranties and obligations specified in this Agreement, the responsible Party undertakes to reimburse the damaged Party for any loss in full, including legal costs and expenses incurred by the Party as a result of this, with the exception of lost profits.

7.10. The Contractor shall not reimburse the Customer for any losses subsequent to the Customer’s breach of obligations in respect of Clause 2.4 hereof.

7.11. Delay damages under the Agreement are not charged and liability measures are not applied if the Party's failure to fulfil its obligations under the Agreement is caused by a violation of obligations by the other Party.

7.12. The Parties have the right to agree upon other liability provisions in the Agreement.

7.13. Any claims regarding payment of delay damages or compensation for damages shall be made in writing and signed by an authorised representative of the relevant Party submitting the claim. Submission of claims regarding payment of delay damages or compensation for damages for violating the terms of the Agreement is a right, but not an obligation of the Party entitled to submit such claims.

7.14. Neither Party shall be liable to the other Party under the Agreement for any indirect losses/lost profit.

8. FORCE MAJEURE

8.1. The Parties shall not be liable for delays in performance of or failure to perform obligations under the Agreement if delays or non-performance occurred as a result of force majeure circumstances that directly affected the performance of obligations by the Parties under the Agreement. Force Majeure Circumstances shall include floods, earthquakes and other natural catastrophes, wars, military operations, state of emergency and martial law, civil war, statutory or other legislation restrictions of the authorities of the Customer’s territory or the Contractor’s territory, epidemics, pandemics and any other similar events that the Parties could not reasonably have foreseen or prevented that occurred after the date of signing of the Agreement by the Parties and prevent either Party from fulfilling its obligations under the Agreement.

8.2. As soon as practicable after receiving information on the occurrence of any circumstances delaying the performance or otherwise impeding the implementation of the Agreement, the affected Party shall:

• (a) notify the other Party in writing by sending notification to the other’s Party postal or email address. Such notification shall be supported by a certificate issued by a state authority or an authorised court confirming the occurrence of Force Majeure Circumstances;
• (b) notify the other Party as soon as practicable after the cessation or abatement of Force Majeure Circumstances;
• (c) resume performance of its obligations under the Agreement as soon as possible after the end of Force Majeure Circumstances or after Force Majeure Circumstances have abated to an extent that permits the resumption of such performance.

8.3. The Party prevented from or delayed in performing its obligations under the Agreement by Force Majeure Circumstances shall not be liable for any damage, including losses or expenses related to complaints or claims of third parties that may arise as a result of Force Majeure Circumstances.

8.4. If Force Majeure Circumstances cause a significant breach or non-fulfilment of obligations under the Agreement for more than 30 (thirty) consecutive calendar days, each Party shall have the right to terminate the Agreement after submitting to the other Party 10 (ten) business days prior written notification of its intention to terminate the Agreement and provide mutual settlements.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1. Each of the Parties agrees to indemnify and keep the other Party and its directors, officers, employees, agents and affiliates (including their directors, officers, employees and agents) fully indemnified at all times against any real documented loss, damage, fines, penalties, fees, damages, costs and expense (including, without limitation, attorneys’ fees) arising out of any obligations, claims, actions, suits, judgments, orders, litigations, enforcements and/or proceedings incurred or sustained by the other Party in connection with and as a consequence of the defaulting Party’s (i) breach of the terms of the Agreement; (ii) breach of its covenants, representations and warranties provided in the Agreement; (iii) unauthorised use of Intellectual Property Rights of the other Party or any third party; (v) fraud, theft, misconduct, negligence; (vi) any misrepresentation made hereunder. In no event shall either Party be liable for any indirect, consequential, punitive damages, loss of profit, reputation or goodwill incurred by the other Party.

9.2. The indemnification rights of the Parties under the Agreement shall not be the exclusive remedy with respect to the claims to which such indemnification relates. The injured Party shall also be entitled to other remedies available under applicable law for breach of contract where time is of essence.

9.3. Notwithstanding anything stated in this Section 9, neither Party shall have a right to exclude or limit its liability for:

• (i) disclosure of Confidential Information in breach of the provisions of Section 5 herein;
• (ii) infringement of Intellectual Property Rights, including any patent, copyright, trademark, trade secret or other proprietary right of the other Party or any third party stated in Section 6 herein;
• (iii) fraud or fraudulent misrepresentation.

9.4. The Contractor shall not be liable for the following events:

- (a) Services are not available due to reasons caused by the Customer or third parties;

- (b) any direct or indirect losses and/or loss of profit caused by inter alia:

• (i) Services malfunction that the Contractor cannot fix immediately;
• (ii) illegal actions of Internet users aimed at violating information security or normal Services operation;
• (iii) absence (impossibility to establish, terminate, etc.) of Internet connection between the Customer’s server and the Contractor’s server caused by factors beyond the Contractor’s infrastructure;
• (iv) operational search measures carried out by state and municipal bodies, as well as other organisations;
• (v) establishment of state regulation (or regulation by other organisations) of economic activities of commercial organisations on the Internet and/or establishment by these entities of one-time restrictions that impede or make impossible the execution of the Agreement;
• (vi) other cases related to actions (inaction) of Internet users and/or other entities aimed at worsening the general situation with the use of the Internet and/or computer equipment that existed at the time of conclusion of the Agreement.

- (c) Service availability decrease due to inter alia:

• (i) major and backbone communication channels unavailability or malfunction;
• (ii) data centres unavailability, malfunction or crash;
• (iii) intentional malicious acts of third parties;

- (d) Services response time increase due to inter alia:

• (i) failures caused by unintentional or intentional actions of third parties, repair or other technical work on the main communication channels;
• (ii) failures caused by unintentional or intentional actions of third parties, repair or other technical work in data centres;
• (iii) massive large-scale DDOS attacks;
• (iv) intentional malicious acts of third parties;
• (v) increase in the number of incoming requests for 1 (one) hour 10 (ten) or more times compared to the average value of the same indicator for the last 30 (thirty) days.

- (e) any direct or indirect losses and/or loss of profit caused by the Customer’s violation of their obligations, such as inter alia:

• (i) violation caused as a result of technical intervention of the Customer in the code or software components of the Services;
• (ii) violation of the deadlines for correcting errors if the Customer untimely notified the Contractor of such errors.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. The Agreement shall be governed by and interpreted under the laws of England and Wales to the exclusion of its conflict of law rules. Any disputes and disagreements arising in the course of execution of the Agreement shall be resolved by the Parties through negotiations. In the event that the Parties fail to reach an agreement on disputed issues, controversy or claim which may arise out of or in connection with the Agreement, or the entering into force, conclusion, alteration, execution, breach, termination or validity thereof, such disputed issue, controversy or claim shall be referred to and finally resolved under the LCIA (London Court of International Arbitration) Rules; the said Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be 3 (three). The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The arbitral decision shall be final and binding upon the Parties and cannot be litigated by either Party in any other court.

11. VALIDITY, AMENDMENT AND TERMINATION

11.1. The Agreement shall come into force upon signing by the Parties. It shall continue to be in force until terminated by mutual consent of the Parties or in accordance with the provisions of the Agreement.

11.2. Each of the Parties shall be entitled to repudiate the Agreement unilaterally without judicial procedure, subject to prior written notification of the other Party 10 (ten) business days prior to the expected date of termination thereof. However, if the Customer cancels or repudiates the Agreement before the end of the Minimum Validity Period, the Customer shall pay for the Services for all Reporting Periods within the Minimum Validity Period.

11.3. Any amendments and additions to the Agreement shall be made in writing and signed by both Parties except for the cases stated herein. The Contractor is entitled to unilaterally amend any provisions of these General Terms and Conditions, subject to prior written notice being sent to the Customer’s email address not later than 30 (thirty) calendar days prior to the expected effective date of such amendment. If the Customer does not agree with the new edition of the General Terms and Conditions, the Customer is entitled to unilaterally withdraw from the Agreement by sending a written notification to the Contractor's email address within 30 (thirty) calendar days from the date of receipt of the notification on the abovementioned amendment. In such case, the provisions hereof regarding the Minimum Validity Period shall not apply. If the Customer does not send a notice of cancellation of the Agreement within the specified period, the Customer is deemed to agree upon the amended General Terms and Conditions, which come into force and form an integral part of the Agreement upon expiration of the specified period.

11.4. The Contractor is entitled to amend its Privacy Policy any time whenever it is necessary. The Contractor shall notify the Customer of such amendment by sending written notice to the Customer’s email address not later than 30 (thirty) calendar days prior to the expected effective date of the new Privacy Policy revision. The new Privacy Policy revision becomes effective and binding on the Customer upon expiration of 30 (thirty) day period from the date of notification receipt.

11.5. The Agreement is made in English in 2 (two) copies having equal legal force, one copy for each of the Parties, and may be translated into any other language for the Customer’s convenience. In such event, the version of the Agreement made in the English language shall prevail and the Customer shall confirm that the version in the other language is compliant with the English version.

11.6. Any attachments and addenda to the Agreement constitute an integral part thereof after signing by authorised representatives of the Parties.

11.7. The Parties acknowledge and agree that certificates, invoices, notifications, messages and other documents signed by an authorised representative of the Party and transmitted in scanned form to the other Party by email are legally valid until the exchange of the original documents.

12. NOTICES

12.1. Any notice given to either Party under or in connection with the Agreement shall be made in writing and shall be:

• (a) delivered by hand or by pre-paid first-class post or other delivery service at the address given in the Agreement or otherwise communicated in writing to the other Party; or
• (b) sent by email to the addresses stated in the Agreement.

12.2. Unless proven otherwise, any notice shall be deemed to have been received:

• (a) if delivered by hand or express courier service, when delivered, provided that in each case the delivery takes place after 6:00 p.m. on a business day; on a day which is not a business day, service shall be deemed to have occurred at 9:00 a.m. on the following business day;
• (b) if sent by email, the following business day after the date of transmission.

13. ENTIRE AGREEMENT

13.1. The Agreement, together with its attachments, amendments, addenda and other documents that may be executed by the Parties during performance of the Agreement, constitutes the entire Agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to the subject matter hereof.

13.2. In case of any discrepancy between the General Terms and Conditions and the Agreement, the terms of the Agreement shall prevail if directly and implicitly stipulated in this Agreement.

14. REPRESENTATIONS AND WARRANTIES

14.1. The Customer accepts and agrees that Services provision under the Agreement is carried out using the Contractor’s software, which operates on an as is basis, taking into account the terms of the Agreement and completeness of the data provided by the Customer. The Contractor makes no warranties or representations with respect to the Services’ fitness to a particular purpose.

14.2. Each Party hereby represents and warrants that:

• (a) It is duly incorporated and exist in good standing under the laws of the jurisdiction in which it is incorporated and has the legal capacity to enter into the Agreement;
• (b) It has and shall at all times, during the term of the Agreement, maintain all licenses, consents, approvals, registrations and the like, as may be required under applicable laws, including but not limited to licenses and registrations required by any government bodies. The Party shall perform all obligations under the Agreement in compliance with applicable laws;
• (c) It, along with its employees, directors, shareholders, permitted assignees and other authorised persons as the case may be, has the necessary experience, skills, knowledge and competence to perform its obligations under the Agreement;
• (d) It shall not infringe intellectual property rights of any third party in performance of the Agreement;
• (e) It shall perform its obligations and fulfil its responsibilities under the Agreement in a manner that complies with all applicable laws and it shall at all times comply, at its own expense, with all applicable laws (including identifying and procuring required permits, certificates, approvals, licenses and inspections to perform its obligations under the Agreement and maintaining requisite records, filing reports etc.) and in respect of privacy and data protection laws, rules and regulations that are applicable now or may be applicable in the future subject to the Customer’s compliance with its obligations in respect of collecting appropriate users’ consent for data processing and transfer as stipulated in this Agreement.

14.3. Each Party acknowledges that, in entering into the Agreement, it does not rely on (and shall have no remedy in respect of) any statement, representation, assurance or warranty (whether made innocently or negligently) that is made by the other Party but not explicitly set out in the Agreement.

15. MISCELLANEOUS

15.1. Neither Party shall assign the Agreement or any of the rights hereunder, including any payments due, to any other person or entity, including an assignee, whether by law or otherwise, without prior written consent of the other Party. Any such assignee of the Party shall be fully obligated to perform its contractual obligations in accordance with the terms and conditions of the Agreement.

15.2. To the extent permitted by and subject to the mandatory requirements of applicable law, each and every right, power and remedy herein specifically given to either Party or otherwise in the Agreement shall be cumulative and shall be effective in addition to every other right, power and remedy now or hereafter existing by law or statute and each and every right, power and remedy, whether specifically given herein or otherwise existing may be exercised from time to time and as often as may be deemed expedient by either Party and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any right, power or remedy.

15.3. Any person or entity that is not a Party to the Agreement shall not have any rights under the Agreement to enforce any terms thereof.

15.4. If any provision of the Agreement violates the law or is declared unlawful, invalid or unenforceable by a court of competent jurisdiction or any other competent authority, the Parties agree that this provision shall be removed from Agreement and no longer in effect. However, this shall not affect the validity or enforceability of the remaining provisions of the Agreement or the enforceability of the offending term in any other jurisdiction, nor shall it affect other cases still in force under that provision.

15.5. The Parties expressly agree, unless otherwise stated in the Agreement, to use the Simple Electronic Signature (SES) when signing the Agreement through the DocuSign System. The Parties hereby acknowledge the rules for validation of electronic signatures and signer’s authentication in accordance with the Terms of Service of DocuSign available at https://www.docusign.com/company/terms-and-conditions.

The Parties acknowledge that the software and tools ensuring the functioning of the DocuSign System are sufficient to protect information and electronic documents from unauthorised access or modification and to verify the authenticity, authorship and integrity of electronic documents.

15.6. The Parties undertake to inform each other of all cases of hacking or other unauthorised access to their respective emails. In the absence of such notification, the execution made by the Party taking into account information available to it is recognised as appropriate.

Appendix 1

To the General Terms and Conditions

SAMPLE

OF SERVICES TRANSFER AND ACCEPTANCE CERTIFICATE

AND REPORT ON THE VOLUME OF SERVICES RENDERED

SERVICES TRANSFER AND ACCEPTANCE CERTIFICATE

AND REPORT ON THE VOLUME OF SERVICES RENDERED

<Date>

CONTRACTOR NAME, hereinafter referred to as the Contractor represented by , acting on the basis of the , as the first Party, and CUSTOMER COMPANY NAME, hereinafter referred to as the Customer, represented by , acting on the basis of , as the second Party, jointly referred to as the Parties, certify that in the Reporting Period from _ to 20 :

1. Services in accordance with the terms of the Agreement on the provision of information services No. 20__ / as of 20__, have been provided by the Contractor in the volume of:

2. The Services are provided in full, with proper quality and in a timely manner. The Customer has no claims.

3. In case the tax system changes, taxes may be imposed to the total Cost of Services.

4. From the moment of signing this Certificate, all obligations of the Contractor to the Customer for Services rendering in the Reporting Period shall be considered fulfilled.

5. This Certificate is made in 2 (two) copies with equal legal force, one for each Party.

Appendix 2

To the General Terms and Conditions

SERVICE LEVEL AGREEMENT

1. The Contractor undertakes to provide technical support and maintenance of the System. Technical support and maintenance of the System include the following:

• (a) Oral or written advice to the Customer on the use of the System by writing emails to the address help@juicyscore.com and via the Telegram messenger at https://t.me/JuicyBee_Bot.

Priority communication methods are all methods of communication, except mobile phone calls. Mobile phone calls to the contact person are allowed in situations that require immediate problem-solving on the part of the Contractor, namely a Failure of the System.

The Contractor provides helpdesk services in the form of oral or written advice from 06:00 a.m. to 6:00 p.m. (12 hours a day, 7 days a week) in the UTC +3 time zone.

The number of requests for oral or written advice provided by the Contractor is not limited.

Response time to a request of advice can range from 1 hour to 24 hours in the period from Monday to Friday. In case of updated contact details, the Contractor shall inform the Customer of the relevant changes in writing or via electronic communication channels 10 (ten) business days prior to the changes;

• (b) Maintenance of the System. The timeframe of technical and maintenance works may not exceed 5 hours per calendar month or result in System unavailability for more than 5 hours per calendar month of System operation. The Contractor ensures System functionality 24 hours a day, 7 days a week throughout the term of the Agreement and guarantees elimination of Failures in case of their occurrence;
• (c) Diagnosis and elimination of System Failures;
• (d) Elimination of System Failures and Malfunctions. Each System Failure troubleshooting shall not exceed 4 hours after the troubleshooting request was submitted by the Customer during the aforementioned helpdesk service hours.

2. Processing of Customer Requests shall include the following actions:

• (a) Request processing by the Contractor of the data contained in the Customer's Request through the software provided by the Contractor. Response time to a Customer request shall not exceed 30 (thirty) seconds for 99% of requests for any 720 (seven hundred and twenty) consecutive hours with at least 1,000 (one thousand) consecutive requests.

3. Service quality requirements and fees:

• (a) If due to a System Failure or Malfunction the total period of its inactivity was more than 7 hours 12 minutes per calendar month, the Contractor shall pay a fine of 10% of the cost of Services rendered for that month. Every additional System Failure resulting in Services unavailability for more than 7 hours 12 minutes per month shall increase the fine by 10%.
• (b) If due to Regular Maintenance Works the period of the System's unavailability is more than 5 hours per calendar month of operation, the Contractor shall pay a fine in the amount of 10% of the cost of Services rendered for that month.
• (c) If incorrect data provided in the Requests exceed 10% of total Requests as a result of a malfunction of data collection and/or provision of Requests to the Contractor’s System on the Customer’s side, the Contractor is entitled, at its own discretion, to request the Customer either to pay for such Requests as part of Services rendered that month or to pay a fine of 10% of the cost of Services rendered that month. Submitting such request to the Customer is a right but not an obligation of the Contractor.
• (d) The total fine amount for the events mentioned in clauses 3a, 3b, 3c of this section shall not exceed 25% of the cost of Services rendered in a given calendar month.
• (e) The Parties may agree on specific terms of Service Level Agreement by directly incorporating such specific terms in the Agreement.