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This document is an official offer of FemHealth Technologies Ltd, having its registered office at Craigmuir Chambers, PO Box 71, Road Town, Tortola VG1110, British Virgin Islands BVI, Reg. No 2000095 (Customer), to conclude service agreement to remotely receive services from any Eligible Individual (Contractor) subject to the terms and conditions of the Offer as described herein.
DEFINITIONS AND INTERPRETATION
In this Offer where the context admits the definitions given below shall have the following meanings:
“Confidential Information” means results of Services, and any other information provided to, or created by, Contractor under this Agreement, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Contractor or Customer; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by one party prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Eligible Individual” means any natural person who is of legal age under the laws of his/her jurisdiction, and recognized by Customer as having necessary skills and experience to provide the requested Services.
“Services” means any professional services in the sphere of Internet media publishing, inter alia, advertising, translation, content writing, content editing, content proofreading and other related services upon request of the Customer.
“Quote for Services” means an e-mail sent by Customer to Eligible Individual with the description of required Services, fees (costs) and payment terms.
“Customer e-mail address” means the following e-mail address: “email@example.com” or any other e-mail address with the above e-mail addresses in copy.
FORMATION OF THE AGREEMENT
Any natural person who has an intent to provide the Services shall send an e-mail to Customer e-mail address with evidences supporting his/her skills and experience attached. Customer shall at its sole discretion evaluate skills and experience of such person and provide either the Quote for Services or refusal to conclude the Agreement for any or no reason. If Eligible Individual accepts the Quote for Services by sending an e-mail to Customer’s e-mail with the following wording “I have read and agree with the Quote for Services and the terms of the Offer available at https://mia.health/en/public-offer/”, the Agreement is deemed to be concluded and comes into force on the date of such confirmation (Effective date).
IDENTITY / KNOW YOUR CUSTOMER
By accepting the Quote for Services, Contactor and Customer (Parties) consent to electronically receive, via their email, all records and notices, such as terms, notices, and communications, for the Services provided to Customer under the Agreement that one Party would otherwise be required to provide to the other Party in paper form.
Contractor authorizes Customer, directly or through third parties, to make any inquiries Customer considers necessary to validate Contractor identity. Contractor must, at Customer’s request: (1) provide further information to Customer, which may include Contractor date of birth and or other information that will allow Customer to reasonably identify Contractor; (2) take steps to confirm ownership of Contractor’s email address or financial instruments; or (3) verify Contractor’s information against third party databases or through other sources.
Contractor must also at Customer’s request provide copies of identification documents (such as passport or drivers' license). Customer may also ask Contractor to provide photographic identification holding a sign with a code that Customer provides as an additional identity verification step.
Contractor hereby confirms and guarantees that he/she is fully responsible for the validity of Payment ID provided by him to the Customer. Therefore, Service fee payments to the mentioned Payment ID shall be considered to be the Service fee payments provided directly to the Contractor, regardless of whether such Payment ID belongs to the Contractor or to a third party (e.g. Contractor’s representative). Contractor and the third party (e.g. Contractor’s representative) shall settle payments between each other under a separate agreement. Contractor shall not file any claims against the Customer as to the Service fee paid by the Customer to the Payment ID provided by the Contractor.
The Parties hereby agreed that the Payment for Services hereof may be settled by a third Party chosen unilaterally by the Customer, and the Contractor hereby confirms and guarantees that he is in no need of and shall not demand any additional notices of the payer change circumstances stipulated herein.
TERMS AND CONDITIONS
1. Services and Price
А. Subject Matter
Subject to this Agreement, the Customer orders and the Contractor undertakes to provide the Services as described in the Quote for Services during the term of this Agreement. Except as provided in the Quote for Services, the detailed description of the Services may be contained in Contactor reports emailed to Customer or provided via Services tracking system specified in the Quote for Services.
B. Services Ordering
The Customer, from time to time, may notify the Contractor by means of communication (telephone, e-mail) of the need for provision of the Services (the "Order"). Within three working days after receiving the Order, the Contractor clarifies with the Customer the specific scope of the Services, their volume, timing, and methods of providing and begins the provision of the Services, or (ii) notifies the Customer about the impossibility of providing the Services, specifying reasonable grounds for the refusal. During the actual performance of the Services, the Parties may amend the previously agreed volumes, terms and methods of providing Services or cancel the Order.
С. Acceptance of Services
With the aim of quality control, the Services shall be accepted by the Customer on monthly basis in portions set forth in Contactor report. To this end, the Contractor will provide the Customer by e-mail or via Services tracking system specified in the Quote for Services with report, which the Customer in the absence of objections, is required to review within 5 (five) working days from the date of receipt thereof, and pay for the Services within the period indicated in section D of this Agreement. If the Customer does not send the Contractor objections to the report within the specified period, such report shall be deemed approved by the Customer and the Services described therein shall be deemed accepted.
D. Value of the Agreement and payment terms
The cost of the Services indicated in the Quote for Services is based on skills and experience of Contractor, complexity of Services. The Quote for Services shall contain the price of one hour of Services or fixed monthly fee or fees for certain quantity of Services. If the Parties agree to fixed monthly fee, Customer may provide any number of Orders within any current month. The Service fee shall be payable by Customer within three (3) working days from the date of the Services acceptance. The Customer may pay the Contractor in advance or pay in several installments. The Parties may establish a different payment procedure by mutual agreement (e-mail shall be sufficient). The Service fees shall be payable by Customer via Payoneer or PayPal, unless otherwise agreed by the Parties (e-mail shall be sufficient).
This Agreement, as well as any other information related to this Agreement, shall be strictly confidential and therefore Parties agree to undertake whatever measures that are reasonably necessary to protect its confidentiality both during and after termination or expiration of the Agreement. In case Customer gives Contractor access to any servers, computer systems or other physical resources, the Contractor shall not use such access for any purpose other than for the provision of Services to Customer.
3. Intellectual Property Ownership
A. Accrual of Intellectual property rights.
In the case of the creation under this Agreement, independently by Contractor or together by Contractor, Customer and/or third parties, of any works, inventions, methods and research processes, as wells as other results of intellectual activity protected by intellectual property law or similar law anywhere in the world (including software, digital or other computer files containing information, databases, illustrations, designs, images, videos, objects, sounds), and any objects, specimens, combining or embodiment of intellectual property rights, in whatever form or media, and any documentation and records associated with them (the "Objects"):
1) The moral rights belong to the creator (creators) since the creation of the Objects. In this case, Contractor: (a) gives Customer the right to complete, alter, adapt, use parts and otherwise modify the created Objects without prior approval from Contractor or others. Contractor agrees that such changes will not be considered a violation of the exclusive moral rights to the integrity of the Objects; (b) Contractor hereby prohibits Customer, and Customer agrees not to specify the name of the creator (creators) on the Objects and their instances during their use, unless otherwise agreed in writing between the Parties in relation to each individual Object, with the exception of cases where such indication is required by law, by the competent public authorities or practical necessity, as determined at the discretion of the Customer.
2) All and any property rights to the Objects since their creation fully belong to Customer, which may be confirmed by settlement for the Services. For the avoidance of doubt, Customer will receive all property rights to any Object that will be created in the process of the Services provision, including, but not limited to: the right to use such Objects in all ways; the exclusive right to authorize third parties to use such Objects and any derivative intellectual property created on their basis; the exclusive right to prevent and/or prohibit unauthorized use of the Objects by third parties; the right to distribute such Objects; the right to provide the public access to these Objects reproduced in any material form, for instance, through the provision of network access, including the Internet and other means; the right to modify, translate, adapt or otherwise create derivative works based on or using such Objects; the right to create collective works by inclusion to them of such Objects or derivative works created on the basis of such Objects; the right to copy, produce, distribute, sell, lease, transfer, assign, grant licenses and sublicenses to such items; the right to apply for registration and to security documents in relation to copyright, inventions, useful models, industrial samples, trademarks for goods and services and other types of intellectual property throughout the world on the basis of the specified Objects; and the right to import and export these Objects; the right to preserve the confidentiality of any information related to such Objects; the right to carry advertising for such Objects in any form, by any means, through the Internet, radio, television, print and other media in any different ways; any other intellectual property rights that may be provided by law, depending on the circumstances.
С. Pre-Existing and Third Party Materials
Contractor will not incorporate into any Objects or utilize in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept or other proprietary information or intellectual property owned by Contractor or in which Contractor has an interest (the “Pre-existing intellectual property”), as well as proprietary information or intellectual property owned by any third party without Customer’s prior written permission by e-mail. The Contractor agrees that if, in the course of performing the Services, Contractor incorporates into any Object or utilizes in the performance of the Services any Pre-existing intellectual property, the Customer is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to create, order creation, use, import, offer for sale, sale, reproduce, distribute, modify, adapt, create derivative works, display, performance or other exploitation of such Pre-existing intellectual property without any restrictions, including when it is a part of the Objects or relates to them, and to use any methods on the mentioned above.
I. Author’s remuneration
Remuneration for creation of any and all Objects and transfer of the exclusive proprietary rights, title and interest of Contractor to the Objects and proprietary rights therein to Customer, as well as any other remunerations that may be due to Contractor in connection with the foregoing, are deemed to have been included to the respective payment for Services that resulted in creation of the relevant Objects.
J. Assistance to Customer
Contractor will assist Customer (or persons designated by Customer) in all actions for the protection of intellectual property rights both to the Objects created during the provision of the Services and the Pre-existing intellectual property. For this purpose, if necessary, Contractor will provide all necessary information, sign and submit all documents necessary for registration and receiving by Customer (or persons specified by Customer) the security documents in respect of these assets and intellectual property rights.
4. Conflicting Obligations
Contractor represents and warrants that Contractor has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, Contractor’s obligations to Customer under this Agreement, and/or Contractor’s ability to perform the Services. Contractor will not enter into any such conflicting agreement during the term of this Agreement.
5. Return of Customer Materials
Upon the termination of this Agreement, or upon Customer’s earlier request within the term hereof, Contractor will immediately deliver to Customer, and will not keep in its possession, recreate, or deliver to anyone else, any and all Customer’s property, including, but not limited to, confidential information, tangible embodiments of the Objects, all devices and equipment belonging to Customer, all electronically-stored information and passwords to access such property and any reproductions of any of the foregoing items that the Contractor may have in its possession or control.
6. Personal Data
A. The Contractor’s consent.
The Contractor hereby gives his/her consent for the personal data processing by the Customer. In particular, the Contractor gives consent for the processing of his/her personal data, among other things, for any actions or series of actions on receiving, storing, use, inclusion to the database, distribution, supplementing or otherwise modifying, depersonalization, deleting and other actions, which the Customer may perform with my personal data in a written (paper), electronic or other form, including, the following data: name, surname, patronymic, date of birth, passport details, identification number, private entrepreneur`s registration data, address, other contact information, as well as other personal data provided for the purpose of entering into this Agreement, performing this Agreement, settlements, bookkeeping and accounting, communications with governmental bodies in the course of Customer`s business activities, for fulfilment of internal regulations, procedures and policies applied by the Customer, as well as for other purposes, which do not contradict the effective laws and regulations. In addition, the Contractor gives his/her consent for the transfer of his/her personal data to third parties, as well as for the cross-border transfer of his/her personal data, including to Belize, the British Virgin Islands, the Republic of Belarus, the Republic of Cyprus, the Republic of Kazakhstan, the Russian Federation, Panama, Ukraine, the United Arab Emirates and the United States of America, solely for the purpose envisaged under this consent, as provided in this clause above.
B. The Customer’s Database.
The Contractor is hereby notified on inclusion of his/her personal data to the database containing personal data, which is owned by the Customer, as well as on the composition and content of his/her personal data collected by the Customer, purposes of processing of personal data, information on persons to which/whom personal data will be transferred as determined in this clause 6 (Personal Data).
C. The Contractor’s rights.
The Contractor is notified on his/her rights in respect of personal data, in particular:
(1) the right to know location of the personal database containing his/her personal data, its purpose and name, location of the owner and processors of personal data or to empower the authorized person to obtain such information, except of the cases established by law;
(2) the right to receive information on terms of granting access to his/her personal data, in particular information on the third persons to whom personal data are being transferred;
(3) the right to access to the own personal data;
(4) the right to receive a response not later than within thirty calendar days from the date of request as to the fact of storing your personal data in the personal data database, as well as to receive the content of personal data being stored, unless otherwise is envisaged by the law;
(5) the right to reasonably request prohibition of processing of personal data;
(6) the right to reasonably claim for alteration or destruction of personal data by the owner and/or processor of personal data in case if the data are processed illegally or are inaccurate;
(7) the right to protect his/her personal data from illegal processing and accidental loss, destruction or damage caused by intentional concealment, failure to provide them or their untimely provision, as well as not to submit the data which are unreliable or discrediting your honor, dignity and business reputation;
(8) the right to address the claims on personal data processing to governmental authorities and state officials responsible for personal data protection as well as to the court;
(9) the right to use legal remedies in case of violation of legislation on personal data protection;
(10) to introduce a reservation as regards limitation of right to process personal data at the time of giving consent;
(11) the right to recall the consent on his/her personal data processing;
(12) the right to know the mechanism of automatic processing of personal data;
(13) the right on protection from automated solution which may have legal consequences for him/her.
7. Term and Termination
This Agreement shall commence on the Effective date and, unless sooner terminated pursuant to Section B below, shall continue in effect within twelve (12) full months following the commencement (the “Term”). The Agreement shall automatically renew for the same Term unless terminated by either Party in writing upon one (1) months’ prior written notice to the end of the initial Term or any subsequent Term.
The Contractor may terminate this Agreement upon giving the Customer two (2) weeks prior written notice of such termination of this Agreement. The Customer may terminate this Agreement upon giving the Contractor written notice of such termination as at the day of such termination of this Agreement.
Upon any termination, all rights and duties of Customer and Contractor toward each other shall cease except:
(1) Customer will pay, within thirty (30) days after the effective date of termination, all amounts owing to Contractor for Services completed and accepted by Customer prior to the termination date and related reimbursable expenses; and
(2) Article 2 (Confidentiality), Article 3 (Ownership), Article 5 (Return of Customer Materials), Article 7 (Term and Termination), Article 9 (Independent Contractor; Benefits), Article 10 (Indemnification), Article 11 (Limitation of Liability), and Article 12 (Miscellaneous), shall survive termination or expiration of this Agreement in accordance with their terms.
8. Governing Law
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with the laws of England and Wales. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by competent court where applicant resides.
9. Independent Contractor
It is the express intention of Customer and Contractor that Contractor performs the Services as an independent contractor to Customer. Nothing in this Agreement shall in any way be construed to constitute Contractor as an agent, employee or representative of the Customer. Without limiting the generality of the foregoing, Contractor is not authorized to bind the Customer to any liability or obligation or to represent that Contractor has any such authority. Contractor agrees to furnish all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance, except as expressly provided in the respective Annexes. Contractor acknowledges and agrees that Contractor is obligated to report as income all compensation received by Contractor pursuant to this Agreement. Contractor agrees to and acknowledges the obligation to pay all taxes and charges on income.
Contractor agrees to indemnify and hold harmless Customer and its affiliates, employees, directors, chief executive officers and other officers from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with the following, which Customer provided adequate and reliable evidence (i) any negligent, reckless or intentionally wrongful act of Contractor or Contractor’s assistants, employees, contractors or agents, (ii) any breach by the Contractor or of any of the covenants contained in this Agreement, (iii) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Customer’s use of the Objects or other deliverables of Contractor under this Agreement.
11. Limitation of Liability
IN NO EVENT SHALL CUSTOMER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL CUSTOMER’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO THE CONTRACTOR UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INTELLECTUAL PROPERTY GIVING RISE TO SUCH LIABILITY.
A. Force Majeure
Neither Party shall be responsible for any failure to perform any obligation or provide Services hereunder because and is well documented of any (i) act of God, (ii) war, riot or civil commotion, (iii) governmental acts or directives, (iv) strikes, work stoppage, or equipment or facilities shortages not in the reasonable control of either Party, or (v) other similar force beyond such Party's reasonable control. Should a force majeure event last for more than 30 (thirty) calendar days, then each Party shall be entitled to terminate this Agreement by giving to the other Party a 30 (thirty) calendar day prior written notice. The Parties agreed that a proper confirmation of the above mentioned Force Majeure circumstances shall be the certificate issued by the competent authority of the Party, for which such circumstances had arisen.
B. Liability of the Parties
The Parties shall be held liable for non-performance or improper performance of their obligations hereunder pursuant to the terms of this Agreement and governing law.
This Agreement will be binding upon Contractor’s heirs, executors, assigns, administrators, and other legal representatives, and will be for the benefit of Customer, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as expressly stated. Except as may otherwise be provided in this Agreement, Contractor may not sell, assign or delegate any rights or obligations under this Agreement, except the involvement of third parties to provide services. Notwithstanding anything to the contrary herein, Customer may assign this Agreement and its rights and obligations under this Agreement to any entity based on Customer’s sole discretion.
D. Entire Agreement
This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and verbal agreements, discussions, or representations between the Parties. Contractor represents and warrants that he/she is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall prevail unless otherwise expressly agreed by the Parties in such exhibit or schedule.
Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.
If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
G. Modification, Waiver
No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless agreed by the Parties be e-mail exchange. Waiver by Customer of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.
Any notice or other communication required or permitted by this Agreement to be given to a Party shall be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) when sent by confirmed facsimile, or by e-mail.