Public Advertising Agreement

Effective date: October 25,2023

This public advertising agreement ("Agreement") invites any person registered and officially existing under the laws of Cyprus ("Advertiser") to enter into this agreement on the terms and conditions offered by Wachanga LTD, a company registered and officially existing under the laws of Cyprus, with registered office at 25 Martiou, 27 1st floor, Flat/Office 106, Egkomi, 2408, Nicosia, Cyprus, registration number: HE402888 ("Company") in this agreement:

1. Definitions

“Advertising Campaign” means a planned series of activities on Product advertisement to be conducted by the Company in accordance with the terms and conditions of the applicable Order and this Agreement. The purpose of Advertising Campaign shall be Product marketing promotion.

“Advertiser” means the person or business (specified in the Order) ordering Ad Placement making such a booking on its own behalf or on a third party’s behalf.

"Ad Placement" or “Placement” means technical actions performed by the Company for introduction of Advertising Materials into certain Advertising Platform indicated by the parties in the Order hereto.

“Advertising Platform” means each third-party application or website, whether owned by Company or another third party, through which an Advertising Material is displayed to the end users of such third-party application or website. The list of Advertising Platforms is specified in the Order.

"Advertising Material” or “Ad Material” means any work (graphical, audiovisual or etc.) or other information, including the Hyperlink (if applicable and specified in the Order), related to the Product placed on the certain Advertising Platform addressed to an indefinite number of people designed to attract public attention to the Product, forming and maintaining the interest in it and its promotion in the market. Advertising Material may be submitted to the Company by the Advertiser or created by the Company using Source Materials provided by the Advertiser to the Company.

“Cancellation Fee” means 5% (five percent) of the Fees as set out in the Order and documented losses (if any).

“Cancellation Period” means less than 5 calendar days before the Advertising Campaign start date.

“Confidential Information” means all information of a confidential nature (in any form) which is imparted or disclosed to, or otherwise obtained by a party (whether directly or indirectly) including the other party’s know-how, trade secrets, financial, commercial, technical, tactical, strategic, marketing or customer information, employee information, any information agreed to be or marked as confidential, any other information a party knows, or could be reasonably expected to know, is confidential and any other such information related to or concerning a party’s business.

“Fee” means consideration that is due to the Company, depending on the number of Ad Placements and payable in accordance with the payment schedule specified in the Order hereto.

"Media guidelines" means terms of Ad Placement agreed in the Order hereto or via e-mail, including:

address of the Advertising Platform and / or its relevant webpages;
description of the positions on the webpages;
Type of Advertisement;
volume / frequency of the displays and / or duration of Advertising Campaign;
other advertising options.

“Hyperlink” means a hyperlink provided by the Advertiser and placed by the Company as a part of the relevant Advertising Campaign leading to the webpage dedicated to the Product.

“Product” means a software or other product being advertised within the Advertising Campaign.

“Services” means the advertising services on promoting the Product within the Advertising Campaign, namely by means of placing the Ad Materials on the Advertising Platforms in accordance with the Media guidelines.

“Source Material” means any material related to the Product, including the Hyperlink, that may be used in the Ad Material creation, including, but not limited to any Product assets, names, logotypes, images, videos, etc. owned or controlled by the Advertiser.

“Type of Advertisement” means type and/or format of Ad Placement on the Advertising Platforms that may vary and shall be specified by the parties in the Order, including but not limited to the following types and/or formats:

“Banner” means the placement of Advertising Materials in the format of block of Advertisement viewable by visitors of the Advertising Platform.

“Branding” means the replacement of the original design of the Advertising Platform within the design based on Ad Materials of the promoted Product and (or) trade dress of the Advertiser.

“Contextual advertising” means a technique of displaying advertising, according to which Advertising Materials are displayed if they correspond to the context of the Advertising Platform, or if user areas of interest correspond to the subject of Advertising Materials.

"Dynamic Ad Placement” means the placement and display of Ad Materials specified number of times at the Advertising Platforms.

"Lead Ads” means a format of advertising, which can collect potential client`s contacts from the apps.

“Integration” means native (embedded), but not hidden advertising where the advertised Product constitutes an integral part of the main content and is featured by a smooth transition from the main content to advertising and vice versa, and which is purposed to advertise the Product.

“Static Placement” means placement and display of Ad Materials on the Advertising Platform over specified time period and/or specified number of times.

“Stream” means the placement of Advertising Materials on the Advertising Platform in the format of a direct linear (not on-demand) broadcast (usually gameplay) over the Internet, dedicated to the Product entirely.

“Pre-Roll” means the placement of Advertising Materials in the format of video, which occurs before the demonstration of the сontent in which the visitor of the Advertising Platform (user) is interested.

“Mid-Roll” means the placement of Advertising Materials in the format of video, which occurs in the middle of content in which the visitor of the Advertising Platform (user) is interested.

“Post-Roll” means the placement of Advertising Materials in the format of video, which occurs at the end of content in which the visitor of the Advertising Platform (user) is interested.

“Text block” means Advertising Materials (formatted text) included on the Advertising Platform;

“Text-graphic block” means an information block consisting of Advertising Materials (formatted text and an unformatted graphic image of a certain format) included on the Advertising Platform.

"Order" — a request sent to the Company's e-mail (ky@wachanga.com) to receive advertising services to promote the Product within the framework of the Advertising Campaign by placing Advertising Materials on the Advertising Venues in accordance with the Media Guidelines. The Order shall specify the Advertising Materials, Advertising Venues, term of the Advertising Campaign, contact details of the Advertiser.

"Acceptance of the Public Agreement" (unconditional acceptance or acceptance) — full and unconditional acceptance of the terms and conditions of this Public Agreement, carried out by the Advertiser placing an Order for advertising placement and subsequent payment of the invoice.

Other terms used but not defined in the Agreement shall have the meaning ascribed to such term in the Order, applicable law and general business practice and custom.

This public agreement is an official offer of the Company and defines the terms and conditions of purchasing advertising placement from the Company.

Please note that before making a purchase, you should familiarize yourself fully with the terms and conditions of this document, which is a public offer, as set out below. If this offer is accepted, you are deemed to have read and fully familiarized yourself with its contents and agree to all rights and obligations. At the same time, all accepted obligations must be fulfilled at the time, place and according to the rules provided in this Public Agreement.

In case of disagreement with this public agreement, do not make an order and subsequent payment for services.

2. Interpretation

In this Agreement:

a) a reference to this Agreement includes its orders, schedules;

b) a reference to a ‘party’ is to a party to this Agreement and includes that party’s personal representatives, successors and permitted assigns;

c) a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

d) words in the singular include the plural and vice versa;

e) any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

f) any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement;

g) and a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement.

3. Services

a) The Company hereunder undertakes to provide the Services in accordance with the terms and conditions of the corresponding Agreement for the Fees set forth in such Order.

b) The Agreement shall come into force from the moment of the Advertiser's acceptance of this public Agreement. Acceptance of the Agreement shall be the execution of an Order for the receipt of advertising services to promote the Product within the framework of the Advertising Campaign by placing Advertising Materials on the Advertising Venues in accordance with the Media Guidelines.

c) In all other matters not regulated by this Public Offer, the Parties shall be governed by the current legislation.

d) Advertiser acknowledges that it is not granted any form of exclusivity under this Agreement with respect to the provision of the Company Services. Nothing in this Agreement restricts the Company from entering into other agreements with any third party to provide any services or results, whether or not identical or substantially similar to any of the Services.

e) The Company may at its discretion, but at its own risk, subcontract the Services under this Agreement in whole or in part to a third party of its choice, including the use of advertising distributors.

f) For the Services provision the Company shall use Ad Materials provided via e-mail by the Advertiser to the Company or the Advertiser shall provide via e-mail to the Company the Source Materials for creation of the Ad Materials by the Company as specified in section 4 of the Agreement. If Advertising Materials/Source Materials are not received by the Advertising Campaign start date, the Advertiser shall remain liable for payment in full of the Fees to the Company for the applicable Advertising Campaign. If Advertising Materials are late based, the Company is not required to guarantee full delivery of the Order.

g) In the event of under delivery of the Advertising Campaign, provided that certain performance indicators to be achieved are fixed in the Order, (i) the Company may provide a makegood and extend any Advertising Campaign beyond the applicable Advertising Campaign Term; or (ii) upon the Company’s request the parties shall use reasonable efforts to agree on other options of a makegood in the Order.

4. Advertising Materials

a) Advertising Materials created by the Advertiser

I. The Advertiser undertakes to supply the Company via e-mail (and/or other electronic communication channels at the Company’s discretion, including, without limitation, Google Drive cloud storage and similar services) with the Ad Materials in the form of digital files to be inserted and displayed on the Advertising Platforms within fourteen (14) business days prior to the agreed date of Ad Placement.
II. The Company reserves the right to review and approve, in its absolute discretion, the Ad Materials submitted by the Advertiser.
III. If Ad Materials do not meet specific technical requirements of the Company or Advertising Platforms, the Advertiser undertakes to make the required changes thereto within a reasonable time and to supply the Company with the amended Ad Materials before the start date of Advertising Campaign, otherwise, the start date may be postponed by the number of days overdue (if possible). In case of postponement, the Advertiser shall remain liable for payment in full of the Fees for the applicable Advertising Campaign and the Advertiser undertakes to reimburse the Company for the additional costs incurred in connection with the postponement of the date of Advertising Campaign.
IV. The Company reserves the right to reject and/or remove any Ad Materials published on the Advertising Platform if the content of the Ad Materials does not meet the requirements of this Agreement, specifically requirements indicated in section 5 of the Agreement.
V. Advertising Materials provided by the Advertiser and approved by the Company may be modified from original format without the Advertiser’s consent for the purpose of Advertising Campaign, in particular in order to meet the requirements of the Advertising Platforms.

b) Advertising Materials created by the Company

I. The Advertiser provides the Company by e-mail the Source Materials for creation by the Company of Advertising Materials, which is the corresponding Order.
II. The Company may, without the Advertiser’s approval, subcontract the creation of Ad Materials to third parties being responsible for the actions/inaction of such third parties, as for the Company’s own.
III. The Advertiser reserves the right to approve the created Advertising Materials before such Advertising Materials are used in the Advertising Campaign (if applicable for a particular Advertising Type). Upon receipt of Advertising Materials submitted by the Company to the Advertiser for review no later than five (5) days prior to the start date of the Advertising Campaign, the Advertiser will have two (2) business days to review and approve the Advertising Materials. The Company will make changes to the Advertising Materials at the Advertiser's request. If the Advertiser does not approve or reject such Advertising Materials within two (2) business days, such Advertising Materials will be deemed approved and the Order will be deemed formed.

5. Eligible Advertising Material

a) The Company reserves the right to refuse in its sole discretion to affiliate with certain Ad Materials content or Advertising Platforms. The following are examples of content that is not eligible:

content which is forbidden to make public according to this Agreement, as well as the applicable laws, and / or affects a third party’s license, trademark, commercial secret, copyright or any other sort of possessive rights (rights of ownership);
content with false advertisement, incorrect and deceptive information about the Product, misrepresentation;
content with pornography, adult, sexual or erotic material or content with links to such material;
content with gratuitous displays of abuse, violence, or obscene or vulgar language;
content promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.);
content that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam);
content promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.);
content with illegal, false or deceptive investment advice and money-making opportunities;
content with any type of material reasonable public consensus deems to be improper or inappropriate;
content which contains computer viruses, threats or other codes, files, or software which are intended to harm, destroy or restrict the functionality of any hardware or software, or which can be used for unauthorized access / data trespassing, or which contain serial numbers for licensed software, cracked software, logins, passwords or other tools for unauthorized access to any licensed protected software or data on the Internet;
infringe upon the rights of minors and / or cause any sort of harm to minors;
discriminate against minorities;
content that contains any material violating any applicable laws and regulations.

b) If the Company at any moment determines that the Advertising Platform chosen by the Advertiser or provided Ad Materials/Source Materials include any undesirable content, the Company may discontinue the Advertising Campaign immediately and will provide notice to the Advertiser within a commercially reasonable amount of time thereafter. In this case the Advertiser shall remain liable for payment in full of the Fees for the applicable Advertising Campaign.

c) The Advertiser bears complete responsibility for any infringement of a third party’s copyright, trademark or any other rights on the results of intellectual activity if such infringement occurs, as well as responsibility for the breach of any applicable law or regulation arising out of Ad Materials and Source Materials provided by the Advertiser to the Company. The Advertiser undertakes to take all reasonable steps to prevent filing against the Company any complaints or claims based on the prescribed herein and is obliged to settle all such claims (if any) on its own behalf and at its own expense.

d) After the deficiencies of the Advertising Materials are eliminated, the placement of the Advertisement may be resumed by the Company.

6. Placement

a) Ad Materials shall be placed by the Company on the Advertising Platform(s) no later than the start date of the Advertising Campaign.

b) The Ad Placement does not signify the Company’s approval or waiver to reject Ad Materials in the future in case specified in clause 5.2. of the Agreement.

c) The Company will take all reasonable steps to ensure that the Advertising Platform is technically suitable and available for display of the Ad Materials. However, the Company is not responsible for any periodical poor maintenance and other circumstances beyond its control or which are normal part of the online advertising business. Even if the Advertising Platform fails to run the Ad Materials properly (without Company’s fault), the Advertiser may not require a reduction in Fee payable and/or due to the Company.

7. License and Ownership

a) All Source Materials and Ad Materials provided by the Advertiser are, and will remain, the sole and exclusive property of the Advertiser. Solely in connection with the Services and subject to the terms of this Agreement, the Advertiser hereby grants to the Company a non-exclusive, sublicensable, royalty-free, worldwide license to use, distribute, display, perform, reproduce, and prepare derivative works of the Source Materials/Ad Materials provided by the Advertiser. The Advertiser hereby also grants to Company a non-exclusive, unlimited in time, royalty-free, worldwide limited license to use Source Materials and Ad Materials in Company’s promotional materials, including public customer lists, portfolio, newsletters, case studies and press releases, Company’s website and etc. as well as identify the Advertiser as a user of the Company’s Services.

b) The Advertiser acknowledges that Company and each person attracted by the Company for the Services provision own the respective created Ad Materials (except for any Source Materials incorporated therein) and retain all the exclusive and other intellectual property rights, as well as any title, interest and ownership, to the Ad Materials without any exceptions/derogation. The Company hereby also grants to the Advertiser a non-exclusive, unlimited in time, royalty-free, worldwide limited license to use Ad Materials in the Advertiser’s business activities, without the right to resell, rent, transfer the right of use to third parties or perform other actions in order to benefit from the use of the Ad Materials by third parties, unless otherwise agreed in writing with the Company.

c) For avoidance of doubt, the Parties hereby acknowledge and agree that each Party shall retain all of its respective intellectual property rights not expressly set forth herein.

8. Cancellation Policy

a) The Advertiser may cancel an Advertising Campaign provided that notice in writing is received by the Company within the Cancellation Period and subject to payment by the Advertiser of the applicable Cancellation Fee.

b) If the Advertiser fails to provide the Company with written notice of cancellation of the Advertising Campaign within the Cancellation Period, the Advertiser shall remain liable for payment in full of the Fees for the applicable Advertising Campaign.

9. Financial

a) The Advertiser shall pay the Company a Fee in the amount and in the manner provided by the applicable term of the Agreement in accordance with the Order for the relevant Advertising Campaign. Company shall not be obligated to publish and/or may suspend publication of any Advertising Materials for which fees have not been received in full, as defined in the applicable Order.

b) The amount of the Commission is fixed and based on the number of Advertising Spaces and is calculated in accordance with the Order. All payments under this Agreement shall be made by wire transfer to the Company's bank accounts specified in the Order to this Agreement. Any bank charges for payments shall not be included in the price and shall be fully paid by the Advertiser.

c) The Fee shall be made to the Company in the currency as stated in the applicable Order, unless otherwise is explicitly agreed between the Parties. The amounts due in the currency other than Fee currency, shall be converted to the applicable currency according to the exchange rate of the European Central Bank on the actual date of payment, unless another exchange rate is stipulated by the Order.

d) All amounts due under this Agreement are exclusive of sales or other tax applicable which shall be paid in addition by the Advertiser at the rate and in the manner for the time being prescribed by law.

e) Where sums due under this Agreement are not paid in full by the due date, the Company may, without limiting its other rights, charge interest on such sums at five percent (5%) per annum above the base rate for the time being of the Bank of England or the maximum amount permitted by law and interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full.

10. Reporting. Services Acceptance

a) Reports on the Advertising Campaign, reflecting the number of advertisement displays, hyperlink clicks (if applicable) and other statistical information agreed upon by the parties, are generated by the Company and provided to the Advertiser by e-mail specified in the Order in Excel or other electronic format within 7 (seven) business days after the end date of the Advertising Campaign.

b) The Company’s tracking system is the only source of information used for the purposes collecting/retrieving information concerning the Advertising Campaign.

c) The Services will be deemed to be accepted by the Advertiser unless a written notice describing deficiency under the Agreement or Order is received by the Company within five (5) business days from the date of delivery of the relevant Service (or installment of such Service) and report to the Advertiser. The Advertiser's objections stated in the refusal notice shall contain definite information, be unambiguously interpreted and quantitatively expressed. Unreasonably motivated objections to the acceptance of the Services without reference to specific provisions of the Contract and the relevant Order by the Company shall not be granted.

11. Disclaimer

a) The Company will conduct its activities according to its best efforts and in compliance with the Agreement, but the Company makes no guarantee that Product would be bought by Advertiser’s customers or that the Advertising Campaign will bring profits or any other benefits to the Advertiser. The Company shall not be liable for the abovementioned and its Fee shall be independent of the foregoing.

b) Except as expressly set forth in this Agreement, the Company hereby specifically disclaims any representations or warranties, expressed or implied, regarding these terms and conditions of the Agreement, including any implied warranties of merchantability or fitness for a particular purpose, and implied warranties arising from course of dealing or course of performance.

c) The Company is responsible solely for any legal liability arising out of or relating to the Ad Materials created by the Company (except for Source Materials) or its subcontractors or Ad Placement in breach of Order terms. The Company shall take actions on its own behalf and at its own expense to satisfy any and all claims and complaints arising out of any violations specified in this clause. For the avoidance of doubt, the Сompany assumes no responsibility for the Advertising Platforms and/or the content into which the Ad Materials are integrated.

d) The Company reserves the right, without notice to the Advertiser and other persons, to make changes to this Agreement at any time, to update the wording of the Public Agreement, to change the cost of placement of Advertising Materials, to change the conditions of placement of Advertising Materials.

12. Representations and Warranties

a) Mutual Representations and Warranties. Each party hereby represents and warrants that:

I. it has full corporate power and authority to enter into and perform this Agreement, and no contract, agreement, promise, undertaking or other fact or circumstance will prevent the full execution and performance of this Agreement by it; and
II. it is duly organized and in good standing in the country or state of its formation.

b) Advertiser Representations and Warranties. The Advertiser represents and warrants to the Company that:

I. All Ad Materials, Source Materials and Product are legal to sell or distribute and not in breach of any laws, that it owns or has the legal right to use, and will not infringe, any and all copyrights, trademarks, patents or other proprietary rights;
II. Ad Materials are in full compliance with the requirements specified in clause 5.1. of the Agreement;
III. Ad Materials created by the Advertiser or provided Source Materials do not violate any third parties rights;
IV. Advertiser is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply.

13. Indemnification

a) Each Party (“Indemnitor”) agrees to indemnify and hold harmless the other Party, its Affiliates, successors and assignees, and their respective directors, employees, agents or other authorized representatives (collectively - “Indemnitee”) from and against any and all claims, liabilities, losses, damages, costs and expenses, including, without limitation, any reasonable attorneys' fees (“Losses”), resulting from: (i) breach of warranty, Agreement or any applicable law by the Indemnitor; (ii) breach of a contractual, fiduciary or other legal obligation owed by the Indemnitor to a third party, or any rights of such third party, including intellectual property and trade secrets rights; (iii) negligence or misconduct of the Indemnitor while performing the Agreement; and/or (iv) criminal investigations or charges, defenses against and penalties levied on, the Indemnitee. The Indemnitee agrees to cooperate with the Indemnitor in a reasonable manner, and at the Indemnitor’s expense, with regard to any dispute settlement.

b) Under no circumstances will Company be liable to the Advertiser with respect to any subject matter of this Agreement, tort, strict liability or other legal or equitable theory, whether or not partner has been advised of the possibility of such damage, for indirect, incidental, consequential, special or exemplary damages arising from any provision of this Agreement, including, but not limited to, loss of revenue or anticipated profits or lost business. These limitations shall apply notwithstanding any failure of essential purpose. In no event shall Company’s aggregate liability arising out of this Agreement (including in relation to clause 13.1.) exceed the payments to Company hereunder.

14. Privacy (Personal Data)

a) Each party warrants to the other that it will comply with all applicable laws and regulations (including but not limited to laws governing privacy and data protection) in terms of the Services and performing the Agreement. Each party warrants that it shall implement appropriate technical and organizational measures to ensure a level of data security relating to the personal data obtained from the other party, appropriate to the risk arising from the processing, but in any way not lower than required by GDPR or other applicable data protection laws, whichever is higher.

b) The Advertiser shall not set cookies or other tracking technologies (which includes use of any technology in connection with the collection, storage, accessing or other processing of any data in any manner that is subject to any data protection and laws) on the Ad Materials to be published on the Advertising Platforms without the Company’s prior written permission.

c) With respect to any personal data processed, the parties shall, on request, provide each other with all reasonable and timely assistance (at their own expense) to enable the other to comply with its obligations under the privacy and data protection laws, specifically in order to enable the other to respond to: (i) any request from a data subject to exercise any of its rights under privacy and data protection laws (including its rights of access, correction, objection, erasure and data portability, as applicable) in relation to the personal data ("End User Rights"); and (ii) any other correspondence, inquiry, or complaint received from a data subject, regulator, or other third party in connection with the processing of the personal data. Each party shall promptly inform the other if it receives any request directly from a data subject to exercise an End User Right in relation to personal data.

15. Confidential Information

a) Subject to clauses b), c) and d) each party agrees that it will:

I. keep the Confidential Information confidential and will not disclose it to any third party;
II. only use the Confidential Information as strictly necessary for the performance of its obligations under the Agreement; and
III. take all reasonable measures to maintain the confidentiality of the Confidential Information in its possession or control, which will be of a standard which is at least equivalent to the measures that it uses to maintain the confidentiality of its own Confidential Information of similar nature and importance.

b) Where strictly necessary for the performance of its obligations under this Agreement, a party may disclose the other party’s Confidential Information to consultants, sub-contractors, agents or professional advisors, provided always that that party ensures that each such third party to whom Confidential Information is disclosed is aware of the confidential nature of the Confidential Information prior to any such disclosure and that it complies with this clause 15 as if it were a party to this Agreement.

c) The provisions of clause a) shall not apply to:

I. any information that is, or was already known or available to the receiving party, otherwise than pursuant to or through breach of any confidentiality obligation owed to the disclosing party;
II. any information that is, or becomes, in the public domain other than through any breach of this Agreement (save that any publicly available information shall be classified as Confidential Information where it is compiled in a form that is not in the public domain);
III. information that is disclosed to the receiving party, without any obligation of confidence to the disclosing party, by a third party that is not itself under or in breach of any obligation of confidentiality;
IV. information that is independently developed by or on behalf of the receiving party without using information supplied by the disclosing party; and
V. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Agreement.

d) This clause shall remain in force for a period of five years from the date of the Agreement and, if longer, three years after termination of the Agreement.

16. Term and Termination

a) The term of this Agreement will be for 1 year from the Effective Date (“Initial Term”) and will renew automatically for subsequent 1-year periods (each a “Renewal Term,” where Initial Term and any Renewal Term are collectively the “Term”), unless either party notifies the other at least 30 (thirty) days before the Renewal Term that it does not wish to renew the Agreement.

b) Either party may terminate this Agreement at any time by giving notice in writing to the other party:

I. upon 60 days’ written notice to the other party.
II. if the other party commits a material breach of this Agreement and such breach is not remediable;
III. if the other party commits a material breach of this Agreement which is capable of remedy but is not remedied within 10 (ten) business days of receiving written notice of such breach; or
IV. information that is independently developed by or on behalf of the receiving party without using information supplied by the disclosing party; and
V. if a petition is filed by or against the other party for bankruptcy, reorganizations or liquidation proceedings, subject to 14 (Fourteen) calendar days prior notice.

c) The Company has the right to terminate this Agreement unilaterally out of court without reimbursement of any losses to the Advertiser by posting a notice on its information resource wachanga.com.

d) Upon termination of the Agreement, the Order remains in force until the end of the Advertising Campaign.

17. Governing Law and Dispute Resolution

a) This Agreement is governed by and construed in accordance with the law of Cyprus Laws.

The Parties unconditionally and irrevocably agree that in the event of the failure of the Parties to settle an agreed balance that constitutes a liquidated debt the courts of Cyprus Republic have exclusive jurisdiction.

18. Force Majeure

A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to circumstances beyond their reasonable control including, but not limited to war, terrorism, strikes, lock outs or other industrial action, breakdown of systems or network access, explosion, fire, corrosion, flood, epidemics, pandemics, natural disaster, or adverse weather conditions.

19. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and any prior understandings or representations of any kind prior to the date of this Agreement are superseded and not binding on either party.

20. Notices

Any notice with regard to this Agreement shall be made in English and sent to the other party at the email address stipulated in the applicable Order or such other address as provided in writing by either party for such purpose. The notices shall be effective as of the moment of receipt or within 24 (Twenty-Four) hours of any such notice being sent, whichever is earlier.

21. Assignment and Sub-Contracting

a) The Advertiser may not assign, sub-contract, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement.

b) The Company may assign, sub-contract, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, provided always that it provides prior notice to the Advertiser (save for sub-license and sub-contract when notice is not required) and obtains an undertaking from the assignee to be bound by the terms of this Agreement as if a party to it.

22. No Partnership or AGENCY

The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

23. Severance

a) If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

b) If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

24. Waiver

a) No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

b) No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

c) A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

25. Third Party Rights

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

26. Counterparts

This Agreement may be executed in multiple counterparts in English, each constitutes original and the same instrument. Electronic images (PDF or similar) of this Agreement, as well as any Orders, addendum and any other additional agreements hereto, signed by the parties, whether manually or electronically, constitute the original document.