- Article 1. Definitions and Terms of this Agreement
KairosPlanet Distributed Computing System
The computer system to perform distributed computing, which is operated and the supplied by the Party 1.
KairosPlanet Affiliate Marketing Program
Affiliate marketing program implemented by the Party 1 in order to build a computer network for distributed computing and maintenance of distributed computing system KairosPlanet, as well as to promote their products and services and other products.
A Participant of the KairosPlanet Affiliate Marketing Program (hereinafter the "Participant")
An individual who registered to participate in the KairosPlanet Affiliate Marketing Program.
Refundable Guarantee fee
Financial contributions made by potential Participants is a basic condition for participation in the KairosPlanet Affiliate Marketing Program, and that is a guarantee of this Party's obligations to provide computing resources of a personal computer for rent to the company, depending on the Participant’s Lease package. Such a financial contribution shall be returned to a Participant on the terms and conditions agreed with the Participant.
Regarding any of the Parties it means any subsidiary and / or parent company of that Party, as well as any subsidiary of a parent company in each individual case.
It means a day (other than a Saturday or Sunday or a national holiday), when banks of the United Kingdom of Great Britain operate.
It means any direct losses or damage (except for indirect losses) incurred by the Parties.
It means the period of time from 9.30 to 17.30 in the corresponding area on a Working Day.
- Article 2. The Subject of the Agreement
Since the essence of the activity carried out by the Party 1 is to engage with the help of special software and on paid basis, physical individuals - Participants, computing power and storage space of their personal computers (hereinafter PCs), in order to further create computing distributed network and cloud storage space and its use to perform calculations independently or transfer to the contractors or other third parties on its discretion, and at the same time, the essence of the services that can be provided by the Party 2 to the Party 1 is carrying out the necessary measures to ensure mutual guarantees of the Party 1 and its users in terms of offering by the Participants for rent of computing power of the cloud and disk space of their PCs and receiving a remuneration agreed.
The Parties agreed that the Party 2 shall provide the Party 1 with such services for organization and implementation of mutual guarantees between the Party 1 and Participants through a set of measures available to the Party 2 and specified by this Agreement, and the Party 1 shall accept these services by the Party 2, shall pay for them properly and shall keep to implementation of such guarantees by all means available.
- Article 3. Liabilities of the Parties of this Agreement
- Party 1 shall:
- create a service for referral remote computing as a computing distributed network on the basis of its authority and using its own resources, as well as create a cloud disk space by renting from individuals computing power and storage space of their PCs on compensation basis;
- provide the Party 2 with the necessary authority to carry out its obligations under this Agreement, if required by the jurisdiction of the Party 2;
- take all the necessary measures and carry out all possible actions for the implementation of commitments by Participants together with the Party 2;
- pay in a proper amount and on stipulated time for services provided by the Party 2 in accordance with this Agreement;
- provide the Party 2 with all the necessary for the implementation of this Agreement information, if such information is not designated as confidential, in any other contract or agreement with third parties;
- carry out the terms and conditions of this Agreement strictly within the period stipulated.
- Party 2 shall:
- provide the Party 1 with the services to carry out all the necessary arrangements to implement mutual commitments of the Party1 and its users in terms of providing by its Participants of the rented computing power of the cloud and disk space of their PC and receiving the agreed remuneration;
- provide the Party 1 with all the necessary for the implementation of this Agreement information, if such information is not designated as confidential, in any other contract or agreement with third parties;
- carry out the necessary calculations, verifications and reconciliations of mutual commitment with the Party 1;
- carry out the terms and conditions of this Agreement strictly within the period stipulated.
- According to the provisions of this Agreement the Party 1 is entitled to:
- receive the whole range of services, which is the subject of this Agreement and of good quality within the terms stipulated in writing with the Party 2;
- demand from the Party 2 to keep to stated in this Agreement guarantees and commitments;
- demand from the Party 2 monthly (quarterly) reports in the prescribed form;
- demand from the Party 2 to immediately fulfil obligations to Participants, if it is provided by this Agreement, or if the Party 1 gave such instructions to the Party 2.
- According to the provisions of this Agreement the Party 2 is entitled to:
- receive compensation for the services provided in the amount and terms specified with the Party 1;
- receive all necessary for implementation of this Agreement information, if such information is not designated as confidential, in any other contract or agreement with third parties;
- demand from the Party 1 guarantees to be provided as specified by this Agreement.
- Article 4. The procedure of implementation of this Agreement and reconciliations
- The Party 2, authorized by the Party 1 by the present Agreement, representing the interests of the Party 1 within the authorities defined by this Agreement, implements a number of measures available to it, using legal means to ensure implementation by Participants of their commitments to the Party 1, by transferring by the Participants of their commitment fees.
- Payment terms and conditions are stipulated by the Parties in each case of services being provided.
- The Parties also agreed that the Party 1 pays for the services provided by the Party 2 either by transferring money via electronic payment ePayments system, or by withholding by the Party 2 of the funds received from Participants as guarantee payments from the agreed amount of remuneration through monthly (quarterly) reconciliation with the Party 1.
In case if Party 1 transfers funds via bank transfer, commission costs of conversion by Party 2 of non-cash in the electronic payment system are held by the Party 1.
- Settlement currency is the US dollar. Conversion of funds from / to other currencies is made at the exchange rate used in payment systems.
- Parties in any case reserve the right to conduct mutual payments and / or set-offs for mutual obligations, if possible according to the current legislation, and it is in the economic interests of the Parties.
- Any commission that may be charged for the performance of any payments related with this Agreement shall be held by the Party 1.
Since the basic condition for participation in the Affiliate Marketing Program KairosPlanet is refundable commitment fee made by a potential Participant, which is a guarantee of their obligations to provide the computing resources of their personal computer to a company for rent, depending on the Participant’s Lease package, the Party 2 shall ensure that Participants receive such guarantees, on which the Party 2 delivers a written monthly (quarterly) report to the Party 1. The Parties shall act within the powers granted by the owners of the personal data concerning the usage of such personal data.
In its turn the Party 1 can give orders in the stipulated form to the Party 2 to refund partly or in full such guarantee payments to Participants, depending on the terms and conditions of agreements with the Participants, and the Party 2 promptly executes such orders by the Party 1.
By this Agreement, the Parties agreed that in each case the cost of provided services will be agreed by the Parties in the form of internal reports on the services provided (hereinafter the "Report"), and depending on the resources that the Party 2 should spend to perform such services.
- Article 5. Representations and Warranties of the Parties
- The Parties shall guarantee that they are not insolvent and are not bankrupt, in accordance with the laws of their judicature. There are no enforcement proceedings, compromise agreements or arrangements with lenders and / or any sort of suspension of activities, judicial proceedings regarding the bankruptcy.
- As it is known to each of the Parties, each of them is not subject to any order, verdict, regulation, investigation by any governmental authority in each of the jurisdictions that would prevent or could possibly prevent any interference with each of the parties to fulfill their commitments hereunder, or could lead to a delay in the implementation of such commitments.
- Parties shall guarantee that they have sufficient financial and technical resources to implement the commitments pursuant to this Agreement.
- Article 6. Compensation
- Each Party shall have the right to demand, and the other Party shall compensate for any losses incurred by the Party that filed claims, that those losses were incurred as a result of breach by the other Party of any of the above guarantees, provided the other Party has failed to correct any of these breached above during a reasonable period specified by the Parties.
- At the same time, it does not exclude any kind of liability for (or ways to protect against) any intentional actions of another Party or of gross negligence.
- In order for such a claim by the Party to be valid, the aggrieved party, as soon as it becomes aware of the circumstances with respect to which it is assured of the right to receive compensation and / or the implementation of any other method of protection, that Party shall notify in writing (hereinafter the "Claim") and designate compensation in proper detail related to such a claim, if such compensation can be determined.
- In case of losses, which are claimed by the other Party as subject to compensation, but disputed by the other Party that provides such compensation, provisions of the Article 17 will apply.
- Article 7. Liabilities of the Parties
- In case of failure and / or improper fulfillment of its obligations under this Agreement the Parties shall be responsible in accordance with the terms and conditions of this Agreement and legislation of the United Kingdom of Great Britain.
- Each Party shall be liable for the obligations only explicitly referred to in this Agreement.
- None of the Parties shall be liable for any obligations of third parties that are related to each of the Parties.
- The Party is not liable for failure and / or improper fulfillment of their obligations under this Agreement if such failure and / or improper fulfillment was the fault of the other party and / or third parties.
- The party cannot be held responsible for the failure and / or improper fulfillment of their obligations under this Agreement if such failure and / or improper performance was due to the untruthfulness of Guarantees of the other Party or Parties, or when actions of the Party will explicitly violate the legislation of the Party's jurisdiction.
- Article 8. Force Majeure
None of the Parties shall be liable for non-fulfillment and / or improper fulfillment of their obligations under this Agreement if such failure and / or improper performance is a consequence of force majeure.
Force majeure are considered unavoidable circumstances outside the sphere of influence of the Party, namely: natural disasters, fire, flood, instructions of authorities, plight, rebellion, civil war, war, strike or other work stoppage (with the exception of a strike or work stoppage by the staff of the Party), as well as the lack of basic technical conditions necessary for the implementation of this Agreement caused by reasons outside the sphere of influence of the Party.
- Article 9. Termination
This Agreement may be terminated in the following cases:
- the Parties will achieve written consent of such termination;
- repeated deliberate violation by one of the Parties of the terms and conditions of this Agreement by giving written notification from the affected Party to the violating Party.
- Article 10. Withdrawal
- Unless the Parties expressly agree otherwise in writing, none of the Parties shall recede, transfer, pledge or otherwise dispose of all or any of its rights stipulated by this Agreemen.
- Despite the provision of Article 10.1, nothing in this Agreement shall prevent or prohibit transferring their right in favor of their affiliated persons.
In this case, the Party which is transferring its rights shall ensure that its affiliated persons shall carry out all their obligations under this Agreement, which are directly applicable to the Party itself.
- Article 11. Confidentiality
- Confidential information - information that is transferred by the Disclosing Party to the Accepting Party in written or electronic form, and is marked by the Disclosing Party as confidential, or transmitted orally and is called by the Disclosing Party as confidential at the time of disclosure; about which the Disclosing Party makes a written confirmation within 10 (ten ) calendar days from the date of disclosure; is not generally known or available to the public; in respect of which the Disclosing Party shall take all necessary measures to ensure its confidentiality. Such information may be contained in letters, reports, analyzes, studies, charts, graphs, specifications and other documents issued both on paper and on electronic media.
- Non-confidential information is that was lawfully known to the Accepting Party at the time of such disclosure by the Disclosing Party, or is generally known and publicly available or disclosed by the Disclosing Party to the Third Parties without restrictions, or received by the Accepting Party from a Third party, which, as far as the Accepting party knows is not connected with the Disclosing party by any obligation not to disclose such information, or is the ideas, concepts, methods, processes, systems, methods, etc., developed by the Accepting Party independently and without the use of a similar Confidential information released to the Disclosing party.
- Each of the Parties of this Agreement shall be considered (as well as to give instructions to their affiliated persons, employees, advisors, auditors and representatives) to review the present Agreement in a confidential manner and to refrain from disclosure of this Agreement in its entirety or partly to any third party without the consent of the other Party (which may not be refused without proper reasons), except for being required for the purposes of enforcement in the courts of the provisions of this Agreement or in accordance with the law or by any public authority (in this case, the Party that discloses it must provide prior notification in advance to the other Party, as well as in case of receipt of such a request from that other Party, the Party which discloses, should try to get a protective order or a similar type of protection).
- Except for any statement that needs to be done on the basis of the public disclosure of this Agreement according to the respective requirements of the legislation, the Parties shall consult with each other before they issue a press release or in any other way make a public announcement of the terms and conditions of this Agreement, as well as they should not issue any press release or make a statement without prior consent of the other Party (which cannot be refused without proper reasons).
- Article 12. Notifications
- Any notifications in connection with this Agreement shall be in writing and must be delivered in person, by fax, registered mail or courier. The notification shall take effect at the time of its receipt and shall be deemed received (i) at the time of delivery, if it is delivered personally, by registered mail or courier, or (ii) at the time of its transfer, if it is transmitted by fax, provided that in any case, when the delivery does not take place within the period of working time, the notification will be considered received at the beginning of the working time of the next working day.
- Addresses of the Parties to receive notifications:
Party 1: Kairos Technologies Limited
3 GOWER STREET,
LONDON WC1E 6HA,
ASSET GLOBAL CONSULTING s.r.o.
199 00 Praha 9,
- Article 13. Waiver of rights, protection rights
Except for cases expressly stipulated by this Agreement, any non-fulfilment or delay on the part of any Party in the course of any right implementation or manner of legal protection relating to this Agreement shall not affect and shall have any consequences of a waiver or replacement of such right or method of legal protection and does not preclude possibility of their implementation at any other time.
- Article 14. Copies
This Agreement may be executed in any number of separate copies, each of which is an original, but all of them together, are one and the same document.
- Article 15. Amendments
Any changes or amendments to this Agreement shall have no legal force unless they were made in writing and have been duly signed by all the Parties of this Agreement.
- Article 16. Invalidity
Each provision of this Agreement is severable. If any such provision is found to be one that will be or is already found to be invalid or impossible to perform compulsorily in any respect under the law of any jurisdiction, it will have no effect in this respect, and the two Parties will have to make all reasonable efforts to replace it with what would be valid and suitable in that respect for execution in compulsory manner, and consequences of which will be as close as possible to those that have been identified in the intentions of the Parties.
- Article 17. Governing Law and Arbitration
- This Agreement is governed by and construed according to the UK legislation.
- If any dispute, controversy or claim arise out of or in connection with this Agreement, including its breach, termination or invalidity (Dispute), the Parties shall make every reasonable effort to resolve this Dispute peacefully through negotiations.
- An attempt to reach settlement will be considered as failed immediately after one of the Parties notifies the other Party in writing. If the Dispute was not resolved, in this case the Dispute will be finally resolved by a court of competent jurisdiction of Great Britain.
- Article 18. Final Provisions
This Agreement has been issued in two (2) original copies, one copy for each Party, each copy is written in English. To certify this, the Parties on their own behalf or through their duly authorized representatives, have signed this Agreement as of the date, which is the first listed above.
This Agreement on Cooperation (hereinafter the "Agreement") is concluded 25.02.2016 between:
«Kairos Technologies Limited», registered at 3 GOWER STREET, GROUND FLOOR, LONDON WC1E 6HA, United Kingdom, represented by its Director Michel Vieira, acting on the basis of the Charter, hereinafter referred to as Party 1,
and " ASSET GLOBAL CONSULTING s.r.o ",
registered at Tvrdeho 643, Letnany, 199 00 Praha 9, Czech Republic,
represented by its Director MAHMOUD SABTI, acting on the basis of the Charter, hereinafter referred to as Party 2,
collectively referred to as the "Parties".
Taking into account that the Party 1 has all the necessary technical resources to provide services to the Party 2, and the Party 2 is interested in attracting such resources belonging to the Party 1 to carry out its activities and such cooperation is mutually beneficial for the both Parties, the Parties have agreed as follows: