The Contractor (see the Contractor’s company details in section 14) offers to provide services under the conditions specified in this Master Service Agreement (the “MSA” or the “Agreement”).
The text of this MSA is available at https://4dev.com/msa.
By clicking “I accept the Terms of Services” or “I accept the Master Service Agreement” at the Platform website at https://app.4dev.com (the “Website”) regardless of before or after registration on the Website you accept this MSA.
The terms of this MSA may be changed from time to time by the Contractor by publishing the new version of the MSA on the Website. The Contractor shall notify the Client (as defined below in recital A) of the prospective change 7 days in advance by email tied to the Client’s account. The notice may be shorter in case the revisions are required to ensure compliance of the MSA with law, the new case law or guidelines and practices of the enforcing authorities and agencies. The revised version of the MSA shall be effective starting from the date of entry into force stated in such version, and if not stated, from the date of its publication on the Website. The Client’s continued use of the Platform when the revised MSA have entered into force shall be considered as the Client’s consent to the revised MSA. If the Client disagrees with any of the revisions, he/she may stop using the Platform and request that his/her account be closed. The Contractor shall rely on the Client’s continued use of the Platform as on a consent with the MSA currently in force. Each new version of the MSA shall apply to the relations of the Parties that had existed before the date of publication of the respective version of the MSA and shall thus substitute the previous terms governing their relations from date and time of the acceptance of the MSA by the Client upon registration on the Platform (unless otherwise expressly provided for in a particular version of the MSA). The date and time of acceptance of the MSA at registration are determined based on the data recorded by the Platform.
Background
Whereas:
A. the Contractor operates an online platform available at https://4dev.com/app.4dev.com that allows prospective clients (the “Clients”) to place orders for services to be rendered by the Contractor or its Sub-Contractors (the “Platform”), and
B. the Client is interested in receiving the services rendered by the Contractor for its projects using the Platform, and
C. the Contractor has the right and capacity to engage skilled and experienced sub-contractors (the “Sub-Contractors”) to deliver the services requested by the Client, in consideration for a remuneration payable to the Contractor,
the Contractor and the Client (the “Parties”) have agreed on the following terms and conditions.
1. Main conditions
1.1. Services
The services delivered by the Contractor to the Client (the “Services”) shall be determined in a Task. The list of the Services that may be ordered by the Client is available in the Client’s account on the Platform.
1.2. Tasks
1.2.1 A Task means the scope of Services, their terms and conditions filled in and submitted by the Client via Client’s account at the Platform (the “Task”).
1.2.2. In each Task the Client shall, at least, describe the Services requested, for example, by attaching separate documents specifying their scope; indicate the Client’s personnel appointed as the contact persons for the Task; the Client also shall (1) specify the budget for the Task, or (2) set budget range, or (3) ask Sub-Contractors to suggest the budget. The Client may add the date when the Task shall be completed (the “Delivery Date”). For the long-term projects that are expected to continue over 14 calendar days (the “Long-Term Project”) the Client may add a schedule that specifies Delivery Dates, scope of Services and budgets for each stage. The Client may specify how the Services deliverables (the “Deliverables”) shall be sent or add any other terms and conditions to the Task at its own discretion. The Client may first set a Task specifying the required description and then assign it to the Sub-Contractor.
1.2.3. The Client shall set a Task that shall not infringe upon the rights of third parties or violate any applicable laws and legal obligations of any party, shall be clear, exhaustive, and objectively achievable both generally and with the view to materials and information provided by the Client that are required to perform the Task. The Contractor shall not be liable in any form and amount to the Client in case these requirements are not met, even when the Task has been accepted. If such Task is set by the Client (also referred to hereinafter as a “faulty task”) and the Contractor discovers it, the Contractor shall have a right to return the pre-paid amount for the Task to the Client or debit it for performance of other Task(s), less any actual damages, fees, costs and disbursements incurred as a result of administration of the faulty task, with no detriment to any other legal remedies he/she might have.
1.2.4. Once a Sub-Contractor accepts the Task, it becomes binding for the Client and the Contractor. The Client shall be responsible for the communication with the Sub-Contractor before and within the Task period, as well as for the acceptance of the Deliverables. 1.3. Fees
1.3.1. The Contractor’s fee for a Task (the “Fee”) is equal to the sum of
i) the Task budget which is:
proposed by the Client for this Task and accepted by the Contractor (the Sub-Contractor on behalf of the Contractor), or
proposed by the Contractor (the Sub-Contractor on behalf of the Contractor) and accepted by the Client; and
ii) the Contractor’s management fee, which is calculated on the basis of the Task budget as described in the pricing section at app.4dev.com.
1.3.2. Any Task becomes available to the Sub-Contractors only when the Client’s Deposit balance is equal or exceeds the Fee offered by the Client for the Task.
1.3.3. Once the Sub-Contractor has accepted the Task the Fee amount shall be automatically reserved by the Contractor (the “Reserved Amount”). The Reserved Amount may not be paid to the Sub-Contractor or returned to the Client except as in accordance with the Reserved Amount Release (clause 1.5) or with clause 1.2.3.
1.4. Client’s Deposit
1.4.1. The Client’s deposit (the “Client’s Deposit”) is an advance payment for the Services and the Contractor’s management fee (the Fees). The Client may check the balance of the Client’s Deposit (accounts payable) in its account at the Platform.
1.4.2. The Contractor shall acknowledge on the Client’s Deposit only the funds actually received to the Contractor’s bank account. The Client shall bear any and all banking fees, transactions fees, costs, taxes, and charges as may be applicable to each payment.
1.4.3. The Contractor shall return the Client’s Deposit outstanding amount to the Client within 30 Business Days after the Agreement is terminated (clause 12.1). The Client's Deposit will be returned in the same currency as paid by the Client.
1.4.4. The Contractor shall withhold the Fee from the Deposit amount being repaid, as described in pricing section at app.4dev.com
1.4.5. No interest shall accrue on any amount of the Client’s Deposit.
1.4.6. In case the Client’s Deposit is less than the Fee for any Task, the Client is obliged to pay the Fee immediately. The Client shall defend and hold harmless the Contractor in case of any dispute with a third party, including the Sub-Contractors, arising in relation to failure to pay the applicable Fee and shall overtake any dispute brought against the Contractor in this regard in accordance with clause 9.
1.5. The Reserved Amount less the Contractor’s management fees shall be released to the Sub-Contractor and/or the Client, depending on whoever may be entitled to its receipt at the Task Completion Date (clause 3.7) or in accordance with the clause 1.2.3. Any fees or disbursements imposed by correspondent banks, as well as the payee's (the Client or Sub-Contractor, as the case may be) banks and payment service providers, will be deducted out of the amount released.
1.6. The Client acknowledges and agrees that certain payouts methods may not provide for refund in case of specifying incorrect payment details. The Client shall be responsible for accuracy of the payment details it enters on the Platform, and if the Client specifies incorrect payment details and the Contractor makes any payment accordingly, the Contractor’s obligations shall be considered duly performed and discharged, therefore requiring, as the case may be, a repeated payment on the part of the Client. The Client undertakes to make such repeated payment immediately upon the Contractor's request and reimburse the Contractor for any expenses incurred in connection with an incorrect payment and the repeated payment, including processing and administration fees, commissions and charges of the banks and payment institutions, payment tracking fees, etc.
1.7. The Contractor aims to provide the best currency exchange rates for the Client, but the applicable exchange rate may vary. In case of currency exchange where the currency of the Client's payment and the currency of the Client's Deposit and/or the currency of the Fee differs, the Client agrees to the application of the Contractor's exchange rate as shown at app.4dev.com (the "Rate"). If the Client wishes to convert the Client's Deposit into another currency, the Client agrees to revaluate the account payable to the Client (and account receivable from the Contractor as recorded in the Client's books) at the Rate. If the currency of the Fee differs from the currency of the Client's Deposit, the amount to be reserved from the Client's Deposit (clause 1.3.3) will be determined according to the Rate. If (i) the Reserved Amount is released to the Client, or (ii) the Client's Deposit is returned to the Client (clause 1.4.3), the revaluation will be carried out at the Rate, but in no case shall result in: (x) the amount released exceeding the amount reserved, (y) the amount returned exceeding the amount actually paid by the Client, and the Client agrees to such revaluation of the account payable. In case of any doubts, the Client shall communicate with the Contractor regarding the applicable exchange rate.
In instances where the Client's Deposit was paid in multiple currencies, the Fee will initially be reserved from the portion of the Client's Deposit made in the currency that matches the currency of the Fee. Following this, the Contractor will apply the first-in, first-out (FIFO) accounting method, in accordance with the International Financial Reporting Standards (IFRS).
1.8 Accuracy and prevalence. The Client shall be solely responsible for the accuracy and completeness of any information specified through interacting with the Platform. All interactions in relation to Tasks, Fees, and Deposit shall be made by the Client via the Platform and are binding on the Client. As applicable, once the Client provides any information and/or makes any confirmation via the Platform, such information and/or confirmation is deemed to be provided and/or given by and is binding on the Client. If and where the Client may interact with the Contractor by other means, interaction, including, but not limited to, email and instant messaging services, provision of information, confirmations or approvals via the Platform shall prevail.
2. Tasks: changes and acceptance
2.1. The Client may place the Task only if the account payable to the Client – Client’s Deposit (clause 1.4) is positive.
2.2. If the Client receives any objections, comments, or questions for the Task from the Contractor and/or a Sub-Contractor, it shall address them promptly and clarify the Task, if needed. The Client may change the Task at its sole discretion until the Sub-Contractor has accepted the Task.
2.3. Once a Sub-Contractor accepts via the Platform the Task “as is”, the Task receives the status “Accepted” or similar with the indication of the acceptance date. The Contractor does not guarantee that any Sub-Contractor accepts the Task.
2.4. The Client may change the accepted Task before the Delivery Date(-s) (clause 1.2.2) only subject to the Sub-Contractor’s consent. The amended Task substitutes the previous Task for the Client, the Contractor, and the Sub-Contractor.
2.5. The Sub-Contractor may reject the amended Task.
2.6. The Client and the Sub-Contractor may repudiate the Task without explanation before its Delivery Date, or at any time before Task Completion if the Delivery Date is not specified.
2.7. If anything specified in clauses 2.5 or 2.6 occurs, the Client and the Sub-Contractor will negotiate the budget amount due to the Sub-Contractor as well as other Task issues. If they do not agree on these issues, the dispute shall be resolved via the Arbitration (section 4).
3. Services delivery and Task completion
3.1. The Services specified by the Task will be delivered by the Sub-Contractor(-s) who accepted the Task.
3.2. The Client shall communicate and discuss all issues arising during the work on the Task directly with the Sub-Contractor(-s). The Contractor shall be entitled to join such communication and negotiations any time at its own discretion, and the Client shall provide it with the access to the respective group chats, email correspondence or other communication channels.
3.3. The Deliverables (including software programs in object or source code, designs, architecture, drawings, content, texts etc.) may be delivered by the methods and via the resources specified in the Task. If the resources applied are beyond control/access of the Contractor, the Client hereby expressly acknowledges and agrees that the Sub-Contractor may upload to his/her account on the Platform screenshots or other proofs that the Deliverables have been delivered to the Client. The Deliverables shall also include the results of any work performed in accordance with the Task before its amendment (clause 2.4).
3.4. The Client shall review the Deliverables received after the Sub-Contractor completes the Task at the Platform (by clicking “Submit” or other similar action in the Platform user interface) (the “Task Submission”) and either accept them or submit its refusal and list the deficiencies revealed. The Client may opt, by using a relevant setting in the Client’s interface on the Platform, to automatically accept the Deliverables from the certain Sub-Contractors, in which case the Task will be deemed completed immediately upon Task Submission.
3.5. The Client shall accept the Deliverables or submit its refusal within 5 Business Days (the “Review Period”) as of the Task Submission date.
3.6. If the Client submits refusal, a new Review Period shall commence upon the completion and delivery of the rectified Deliverables by the Sub-Contractor as provided for in clauses 3.4-3.5.
The Client shall be entitled to reject the Deliverables in full if the deficiencies cannot be rectified by the Sub-Contractor in a reasonable time requested by the Client. If so, the Client and the Sub-Contractor shall agree upon the remuneration to be paid to the Sub-Contractor. If they do not agree on it, the dispute shall be resolved via the Arbitration (section 4).
3.7. The Task shall be deemed completed (“Task Completion”) on a day (the “Task Completion Date”) when:
3.7.1. the Client has accepted the Services and their Deliverables (rectified Deliverables) “as they are” by clicking an “Accept” button or performing similar action in the Platform user interface; or
3.7.2. the Review Period (clause 3.5) has expired provided that the Client has not submitted its refusal and the list of deficiencies; or
3.7.3. the Сlient and the Subcontractor have completed the Task and mutually agreed upon the remuneration payable (see clauses 2.5-2.7, 3.6); or
3.7.4. the dispute between the Client and the Sub-Contractor is resolved via the Arbitration (section 4); or
3.7.5. the final resolution of the competent court becomes enforceable if a dispute between the Client and the Sub-Contractor is not resolved via the Arbitration; or
3.7.6. the Client overrides Task Submission and accepts the Deliverables before the due date and submission of the Deliverables by the Sub-Contractor, provided, however, that such an override does not release the Sub-Contractor from its obligation to fulfill the Task. In this case the Contractor accepts and becomes obliged to pay for the Services rendered to the Sub-Contractor as of the moment of the override (Task Completion) and shall bear no liability to the Client with regard to a refund of the advance payment that the Client had previously made in respect of the Task.
3.7.7. the Task is Submitted, if the Client opted to automatically accept the Deliverables from the Sub-Contractor in question.
4. Arbitration
4.1. “Arbitration” is the procedure of the pre-trial resolution of a dispute between the Client and the Sub-Contractor.
4.2. To commence the Arbitration, the Client or the Sub-Contractor need to contact the Contractor’s support team, state their claims, and enclose all documents and information as may be necessary for the dispute resolution (except when they are already in possession of the Contractor).
4.3. Having received the claim, the Contractor will notify and engage the defendant party to the Arbitration.
4.4. Any resolution passed at the Arbitration becomes binding for the Client and the Sub-Contractor only if they both have expressed consent to be bound by it. The Contractor shall immediately release the Reserved Amount in favor of the Client and/or the Sub-Contractor depending on the resolution.
4.5. The Arbitration shall not exceed one month after the claim filing. If the Client and the Sub-Contractor cannot reach the amicable solution within this period, any of them shall be entitled to bring the dispute to the competent court (clause 12.7).
5. Invoicing
5.1. Upon debiting of the Client’s Deposit with the Fees, the Contractor shall submit to the Client an invoice for payment generated by the Platform. The invoice shall be submitted in electronic form to the Client’s account and shall contain the name and address of the Contractor (and the assignor of the Intellectual Property Rights, if applicable), as well as confirmation of the assignment of Intellectual Property Rights to the Deliverables to the Client that took place as provided for in section 7.
5.2. The amounts stated in the invoice generated by the Platform include the remuneration for the assignment of the Intellectual Property Rights as provided for in clause 7.4.
5.3. The Task Completion (acceptance by the Client of the Task according to the procedure described in this MSA), which triggers the payment of the invoice by debiting the Client’s Deposit with the Fees, shall constitute an acceptance:
(i) of the Task by the Client.
For the avoidance of doubt, the acceptance of Services in accordance with the procedure set by this MSA by the Client shall mean that the Client has reviewed the Task and is satisfied as to its completion and performance of all obligations by the Contractor (including transfer of all related materials outside the Platform, which is not controlled by the Contractor, and compliance with the formalities). If the Client has overridden a Task Submission, it agrees that it has accepted the Task and Deliverables ‘as is’, independent of the quality of the work, time spent on its performance, and any other possible circumstances, and no claims and/or disputes in respect of this Task shall be accepted;
(ii) of the Intellectual Property Rights, as assigned to the Client by the Contractor according to section 7 and clause 5.2 of this MSA.
6. Logging of activities and personal data
6.1. The Contractor logs all activities of the Client on the Platform, including placement or changing the Tasks and communications with the Sub-Contractor(-s).
6.2. To ensure executing of and performance under the Agreement, communication between the Client and the Sub-Contractor before and while working on the Task, the Contractor shall be entitled to collect, store, transfer to the Sub-Contractors or process the personal data of the Client’s employees, contractors, agents or any other data subjects acting on behalf of the Client, including last name, first name, patronymic (if applicable), place of employment, job title and the powers to enter into the Agreement, telephone number, e-mail addresses, details of social media and messengers accounts, correspondence with individuals when the Client communicates with the Sub-Contractor(-s), including pictures and images, audio containing the voice, videos, audio recordings.
6.3. The terms of personal data processing are set out in the Privacy Policy available at https://www.4dev.com/privacy-policy.
6.4. The Client shall ensure compliance with the applicable personal data processing regulation while transferring to the Contractor the personal data of the employees or other individuals acting on behalf of the Client.
7. Intellectual Property Rights
7.1. “Intellectual Property Rights” shall mean intellectual property rights to the Deliverables, i.e. (i) copyrights and related rights, inventions (whether patentable or not), patents, trademarks, get up or logos, trade names, service marks, business names (including internet domain names), design rights, database rights, semi-conductor topography rights, rights in undisclosed or confidential information (such as know-how and trade secrets) in each case whether registered or unregistered, (ii) applications for registration, the right to apply for registration for any of the same, and any renewals, reissues, extensions, continuations or divisions thereof, (iii) rights to use such assets listed in (i) and (ii) under licenses, consents, orders, statutes or otherwise and (iv) all other intellectual property rights and equivalent or similar forms of protection now or hereafter subsisting anywhere in the world.
7.2. The Client shall retain any and all Intellectual Property Rights to the information that have been disclosed to the Contractor or any of its Sub-Contractors for the purposes of the Services delivery.
7.3. If the Client provides the Contractor or a Sub-Contractor with any intellectual property or information to be used in the course of rendering the Services, then the Client, by providing such intellectual property or information, grants the Contractor and the Sub-Contractor a free, non-exclusive, transferrable, non-assignable worldwide license for the intellectual property and information so provided. The Client grants such license only for the period of the Services delivery. Such license allows using the Client’s intellectual property only for and in the course of the Services delivery. The Contractor or the Sub-Contractor shall, at the Client’s choice, return or destroy the copies of the Client’s intellectual property after the Services delivery
7.4. The Parties agree that Intellectual Property Rights to the Deliverables that have been created pursuant to the Task and delivered to the Client are assigned directly from the Sub-Contractor(-s) to the Client on the Task Completion Date, and remuneration for assignment of the Intellectual Property Rights from the Sub-Contractor(-s) to the Client is included into the Fees as 15% of each respective Task budget (clause 1.3.1 i)) / as provided for in the Task, unless the Parties have chosen not to transfer the Intellectual Property Rights using the applicable Platform user interface or respective indication in the Task description.
8. Confidentiality
8.1. Each Party shall treat as confidential (as set forth herein) all and any information that has been developed or became known to it in the course of performing its obligations under this MSA (the “Confidential Information”). Each Party shall not use such Confidential Information except as contemplated herein or otherwise authorized in writing. Each party shall implement reasonable procedures to prohibit the unauthorized disclosure or misuse of the Confidential Information and shall not intentionally disclose such Confidential Information to any third party except for the purpose of performing its obligations under this MSA, and subject to confidentiality obligations similar to those set forth herein. Each Party shall use at least the same procedures and degree of care that it uses to prevent disclosure of its own confidential information to prevent disclosure of the Confidential Information.
8.2. Notwithstanding the above, neither party shall have liability to another with regard to any Confidential Information: (i) which was publicly available at the time it was disclosed or becomes publicly available through no fault of the Party which received the Confidential Information (the “Recipient”); (ii) was known to the Recipient, without similar confidentiality restriction, at the time of disclosure; (iii) was independently developed by the Recipient without any use of Confidential Information as evidenced by records; or (iv) becomes known to the Recipient without similar confidentiality restriction from a source other than the Party which discloses the Confidential Information (the “Disclosing Party”). In addition, each Party shall be entitled to disclose the Confidential Information to the extent required by any order or requirement of a court, administrative agency, or other governmental body provided that the Recipient provides the Disclosing Party prompt advance notice thereof to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure.
8.3. This section 8 applies unless otherwise stated in a separate non-disclosure agreement executed by the Parties.
9. Indemnity and Contractor’s liability
9.1. In addition to any other remedies available to the Indemnified Parties, the Client shall indemnify the Indemnified Parties against any aggregate of losses and Litigation Expenses (clause 9.2) (together – the “Indemnifiable Losses”) arising out of any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding arising out of any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought by a Sub-Contractor, authorities or any third party in connection with the Task, breach of third party rights (including intellectual property rights and moral rights or obligations to the Sub-Contractor(-s)), and/or use of intellectual property and information provided by the Client to the Contractor for use in the course of rendering the Services, or processing personal data referred to in clause 6.2, whether through the actions of the Client, its employees or sub-contractors (the “Non-Party Claim”), except if the Indemnified Parties caused those Indemnifiable Losses by gross negligence or intent.
9.2. The “Litigation Expenses” shall mean any out-of-pocket expense incurred in defending a Non-Party Claim or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professional fees and disbursements.
9.3. To be entitled to indemnification under clause 9.1, the Indemnified Party subject to a Non-Party Claim must no later than 10 days after it first knew of that Non-Party Claim notify the Client of that Non-Party Claim and deliver to the Client a copy of all legal pleadings with respect to the Non-Party Claim. If the Indemnified Party fails to timely notify the Client of a Non-Party Claim, the Client will be relieved of its indemnification obligations with respect to that Non-Party Claim to the extent that the Client was prejudiced by that failure and the Client will not be required to reimburse the Indemnified Party for any Litigation Expenses the Contractor incurred during the period in which the Indemnified Party failed to notify the Client.
9.4. To assume the defense of a Non-Party Claim, the Client must notify the Indemnified Party that it is doing so. Promptly thereafter, the Client shall retain the right to represent it in the Non-Party Claim via an independent legal counsel that is reasonably acceptable to the Indemnified Party.
9.5. The Indemnified Party is entitled to participate in the defense of a Non-Party Claim. The Indemnified Party may defend a Non-Party Claim with counsel of its own choosing and without the Client participating if (i) the Client notifies the Indemnified Party that it does not wish to defend the Non-Party Claim, (ii) by midnight at the end of the tenth day after the Indemnified Party notifies the Client of the Non-Party Claim if the Client doesn’t notify the Contractor that it wishes to defend the Non-Party Claim, or (iii) representation of the Client and the Indemnified Party by the same counsel would, in the opinion of that counsel, constitute a conflict of interest.
9.6. The Client shall pay any Litigation Expenses that the Indemnified Party incurs in connection with defense of the Non-Party Claim before the Client assumes the defense of that Non-Party Claim, except with respect to any period during which the Indemnified Party fails to timely notify the Client of that Non-Party Claim. The Client will not be liable for any Litigation Expenses that the Indemnified Party incurs in connection with defense of a Non-Party Claim after the Client assumes the defense of that Non-Party Claim, other than Litigation Expenses that the Indemnified Party incurs in employing counsel in accordance with clause 9.5, which Litigation Expenses the Client shall pay promptly as they are incurred.
9.7. After the Client assumes the defense of a Non-Party Claim, the Client may contest, pay, or settle the Non-Party Claim without the consent of the Indemnified Party only if that settlement (i) does not entail any admission on the part of the Indemnified Party that it violated any law or infringed the rights of any person, (ii) has no effect on any other claim against the Indemnified Party, (iii) provides as the claimant’s sole relief monetary damages that are paid in full by the Client, and (iv) requires that the claimant release the Indemnified Party from all liability alleged in the Non-Party Claim.
9.8. To the maximum extent permitted by applicable law, the Contractor disclaims all liability and shall not be liable for any indirect, incidental, special, consequential or punitive losses or damages, as well as for lost profits or revenues, goodwill, work suspension, security breaches, viruses, computer failure or malfunction, use, data or other intangible losses or commercial damages, even if any of the parties are advised of the possibility of such losses, arising under or in connection with this MSA. This provision does not limit or exclude liability for death and personal injury. In any case, the Contractor’s liability shall be limited by 30% of the Contractor’s management fee (clause 1.3.1) for the year preceding the event which has given the rise to the Contractor’s liability.
10. Warranties and Guarantees
10.1. The Contractor warrants and guarantees that:
10.1.1. The Contractor is a duly incorporated company, legally operating and being in good standing in accordance with the laws of the country of its incorporation with the full capability to enter into the MSA, and that upon execution and delivery of the acceptance, this MSA shall be deemed valid, binding and enforceable legal instrument upon the Contractor.
10.1.2. Performance of the Agreement by the Contractor shall not contradict or violate any provisions of the corporate documents and bylaws of the Contractor.
10.2. The Client warrants and guarantees that:
10.2.1. The Client is a duly incorporated company, legally operating and being in good standing in accordance with the laws of the country of its incorporation with the full capability to enter into the agreement on this MSA, and that upon execution of the acceptance via the Platform, this MSA shall be deemed valid, binding, and enforceable legal instrument upon the Client.
10.2.2. The acceptance has been executed by duly authorized representative of the Client.
10.2.3. Execution, delivery, and performance of this MSA by the Client do not and shall not contradict or violate any provisions of the corporate documents and bylaws of the Client.
10.2.4. The Client warrants and guarantees that the Client is not involved in the following restricted activities (hereinafter, Restricted Activities).
10.3. The Client shall, upon the Contractor's request, provide any documents and information required for the KYB procedures, and warrants that such documents and information are true, accurate and valid. The Contractor may, in its discretion, suspend any Services and transactions hereunder until successful completion of the KYB procedures to the Contractor's satisfaction.
11. Electronic signature
11.1. The login (username) and password shall constitute the Client’s electronic signature (the “Electronic Signature”). The Electronic Signature defined in this clause shall be a lawful equivalent of the Client’s own signature.
11.2. The Client shall keep the Electronic Signature and any of its components in secrecy. It shall take all reasonable measures as may be necessary to prevent unauthorized access to the Platform on its behalf.
11.3. If any individual or entity accesses the Platform using the Electronic Signature, such access shall be deemed the Client’s authorized access unless it has proven otherwise. Any and all Client’s activities on the Platform when it uses the Electronic Signature shall legally bind the Client.
12. Other terms
12.1. Term and Termination. The MSA between the Parties shall become effective upon the Adhesion Date and continue in full force and effect until terminated. Any party may terminate the MSA by giving 30 days prior written notice to the other party.
12.2. Notices and Communications. Any notices required or allowed hereunder shall be given via the Client’s account in electronic form only, or via the email specified in section 14 for the Contractor and in the Client’s account for the Client.
12.3. Force Majeure. Neither party shall be responsible for a failure or delay of performance hereunder solely due to an acts of war, hostility or sabotage, acts of God, governmental acts or restrictions, revolutions, civil disturbances, riots, insurrections, epidemics, or any other events beyond the reasonable control of the obligated party (the “Force Majeure Event”) provided, however, that such party (i) has not contributed to such Force Majeure Event; (ii) has exerted reasonable efforts to avoid such Force Majeure Event or to mitigate its effects; and (iii) continues to exert reasonable efforts to comply with the Agreement. The Party prevented from performing the Agreement due to a Force Majeure Event shall promptly notify the other party of the occurrence of such Force Majeure Event specifying the details and the estimated duration thereof.
12.4. No partnership, employment, or joint venture. The Agreement shall not create a partnership, employer or employee, joint venture, or any other relationship except the services relations between the Contractor as an independent contractor and the Client.
12.5. Entire Agreement. This MSA, along with the Schedules and Tasks referred to herein, shall constitute the entire agreement and understanding between the Contractor and the Client with respect to its subject matter and supersedes all prior understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter.
12.6. Survival. Sections 8 and 9 shall survive termination of the agreement between the parties and remain in full force and effect as follows:
12.6.1. section 8 – for 3 years as of the termination date;
12.6.2. section 9 – for the entire limitation period as may be applicable to this MSA.
12.7. Governing Law and Disputes Resolution.
12.7.1. Governing Law. If the Client is a US corporation, the Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to its conflict of law principles. In all other cases, the Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to its conflict of law principles.
12.7.2. Dispute Resolution. If the Client is a US corporation, any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. If the Client is not a US corporation, then any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules.
The arbitration proceedings shall be conducted in English.
The decision and award of the arbitrator(s) shall be final and binding on both parties and may be entered and enforced in any court of competent jurisdiction.
12.8. Assignment. The Client shall not assign any rights or delegate any duties under the Agreement without the Contractor’s prior written consent, and any attempt to do so without such consent shall be void. The Contractor shall be entitled to assign rights and delegate duties under this MSA to a third party without the prior consent of or a notice to the Client.
12.8.1. In the event of such assignment or delegation referred to in clause 12.8, the details of the third party will be set out in the relevant invoice provided to the Client.
12.9. Multiple Parties. If more than one person or entity is named as the Contractor herein, except as otherwise expressly provided herein, the obligations of the Contractor hereunder shall be the joint and several responsibility of all persons or entities named herein as the Contractor.
13. Definitions. Interpretation
13.1. The following definitions shall apply to the terms set forth below wherever they appear:
13.1.1. Adhesion Date shall mean the date of acceptance of this MSA by the Client in accordance with the preamble.
13.1.2. Arbitration is defined in clause 4.1.
13.1.3. Business Day shall mean any day other than a Saturday, a Sunday or a day on which banks in the US are required to be closed due to official holidays, the customary business practice or official prescriptions.
13.1.4. Client shall have the meaning defined in recital A.
13.1.5. Client’s Deposit shall have the meaning defined in clause 1.4.1.
13.1.6. Confidential Information shall have the meaning defined in clause 8.1.
13.1.7. Contractor shall mean the entity (-ies) indicated in section 14.
13.1.8. Deliverables shall have the meaning defined in clause 1.2.2.
13.1.9. Delivery Date shall have the meaning defined in clause 1.2.2.
13.1.10. Disclosing Party shall have the meaning defined in clause 8.2.
13.1.11. Electronic Signature shall have the meaning defined in clause 11.1.
13.1.12. Fee shall have the meaning defined in clause 1.3.1.
13.1.13. Force Majeure Event shall have the meaning defined in clause 12.3.
13.1.14. Indemnifiable Losses shall have the meaning defined in clause 9.1.
13.1.15. Indemnified Parties shall mean the Contractor, its affiliates and agents, as well as the directors, officers, and employees of each of the above companies.
13.1.16. Intellectual Property Rights shall have the meaning defined in clause 7.1.
13.1.17. Litigation Expenses shall have the meaning defined in clause 9.2.
13.1.18. Long-Term Project shall have the meaning defined in clause 1.2.2.
13.1.19. Non-Party Claim shall have the meaning defined in clause 9.1.
13.1.20. Platform shall have the meaning defined in the recital A.
13.1.21. Recipient shall have the meaning defined in clause 8.2.
13.1.22. Reserved Amount shall have the meaning defined in clause 1.3.3.
13.1.23. Review Period shall have the meaning defined in clause 3.5.
13.1.24. Sub-Contractor shall have the meaning defined in the recital C.
13.1.25. Services shall mean professional services of independent and temporary character described in clause 1.1.
13.1.26. Task shall have the meaning defined in clause 1.2.1.
13.1.27. Task Completion and Task Completion Date shall have the meaning defined in clause 3.7.
13.1.28. Task Submission has the meaning attributed to it in clause 3.4.
13.1.29. Website shall have the meaning defined in the preamble of this MSA.
13.2. The headings contained in this MSA are for convenience of reference only, they do not form a part of this MSA and shall not in any way affect the interpretation thereof.
13.3. References to clauses, sections, recitals and preamble shall mean references to clauses, sections, recitals and preamble of this MSA. Expression “including” and other similar expressions shall mean including, without limitations.
14. Contractor’s details
Contractor:
Fourdev LLC
1309 Coffeen Avenue STE 16541
Sheridan, Wyoming 82801, USA
Email: contact@4dev.com