GURULIZE

FRAMEWORK AGREEMENT FOR GENERAL TERMS AND CONDITIONS

Contents

1.      PARTIES. 4

2.      DEFINITIONS. 4

3.      SUBJECT OF THE AGREEMENT. 5

4.      DECLARATION.. 5

5.      RIGHTS AND OBLIGATIONS OF GURULIZE. 5

6.      RIGHTS AND OBLIGATIONS OF THE USER. 6

7.      FINANCIAL PROVISIONS. 7

8.      FORCE MAJEURE. 7

9.      CONFIDENTIALITY. 8

10.        INTELLECTUAL PROPERTY RIGHTS. 9

11.        COPIES OF THE AGREEMENT AND APPENDIXES. 9

12.        RIGHT OF WITHDRAWAL AND TERMINATION.. 9

13.        ASSIGNMENT OF THE AGREEMENT. 9

14.        NOTIFICATION.. 10

15.        REGULATION AND DISPUTE RESOLUTION.. 10

16.        TAX, CHARGE AND GENERAL EXPENSES. 10

17.        AMENDMENTS AND SEVERABILITY. 10

18.        LANGUAGE OF THE AGREEMENT AND VALIDITY. 10

1. PARTIES

 

Gurulize OÜ (registrikood 16643728) (“GURULIZE”) having a principal place of business at Kesklinna linnaosa, Viru väljak 2, 10111 Harju maakond, Tallinn, Estonia and the Web Application Service User (“USER”) with the following information,

                         

Company Name                      :

Authorized Person Name       :

Address                                   :

Email                                       :

Phone                                     :

IBAN / Swift                             :   

Domain                                   :

Preferred Gurulize Package    :

Preferred Payout Currency     : EUR

Have confirmed this Agreement about providing of WEB APPLICATION PLATFORM SERVICES.

Hereinafter GURULIZE General Terms and Conditions Frame Agreement shall be referred as “Agreement”. GURULIZE and USER shall be referred to herein individually as a “Party”, collectively “the Parties”.

2. DEFINITIONS

www.gurulize.com: the website for the project of providing a “platform for consultancy services web application” with all intellectual property rights belonging to GURULIZE,

 

Platform:  All, developable, manageable, changeable, removeable technical operating processes that enables to access a service or system and utilization of that service, that works on the background of a service or system, with coding and/or other software techniques

IP-based Video/Audio Calls: The browser-based calls that are made on the internet on any device (mobile phone, tablet, laptop or desktop computers) installed Firefox, Chrome, Safari, or Microsoft Edge, supporting WEBRTC.

GSM-based calls: Audio calls with district code of XXXX, made on the mobile phones that Gurulize Application server directs and connects to both the Consultant and the Client’s GSM operators.

Gurulize Application: All applications including audio, video calls and written communication applications, content management system, blog, etc. on the domain stated above and any other domain to be added by mutual consent of the Parties, with integrated links or directly hosted by Gurulize.

Consultant: The online service providers that the User employs under employment and social security legislation, who provide their services with a certification of qualification

Client: The real persons who buys credits to purchase mobile/web based live video or GSM based audio call sessions from the Consultants

User Website and Mobile Phone Application: the website on which the User provides consultancy services, that can go live on the  www.gurulize.com  or the application on an existing website of the User integrating Gurulize Application via the Gurulize API.

Gurulize Packages: The ready to purchase software packages identifying the shared income and service details published on www.gurulize.com/pricing

Regulation: any national or international legislation including codes, bylaws and declarations that can be applied to the Agreement and services.

User Materials: shall refer to all data, content and intellectual property provided by the USER in the course of using the Service. This includes, but is not limited to, electronic data, information, documents, materials, and any other content submitted or provided by the USER, along with all associated intellectual property rights encompassing patents, copyrights, trade secrets, trademarks, service marks, trade names, moral rights and any other proprietary rights, as well as any personel data pertaining to identifiable individuals, submitted or provided by the USER.

3. SUBJECT OF THE AGREEMENT

Subject of this Agreement is determination of mutual rights and obligations of the Parties  and fee to be paid from USER to GURULIZE in accordance with traffic composed regarding website or smart mobile application belonging to User or composed by the team of  www.gurulize.com Gurulize Application technological platform service and Gurulize application technological platform technical continuity service.

4. DECLARATION

4. 1. As of the signing date of this Agreement, each of the Parties individually accept, declare and undertake that;
      1. has the entitlement of execution of this Agreement and fulfill any undertaking and obligation arising out of this Agreement,
      2. is binding itself with this Agreement and each term and condition is valid, binding and performable for himself under the applicable laws,
      3. Required permission from related authorities for the purpose of fulfillment of the obligations under the Agreement in accordance with the local and international regulation and also execution of the Agreement has been obtained and shall be renewed if necessary,
      4. By any means misleading or incorrect information regarding current situation has not been given and has not misstated and shall not misstate,
      5. The parties of shall not be deemed as agency, legal representative or substitute of each other; they are not entitled to lay each other under any obligation,
      6. Informing each other at any time regarding administrative or legal enforcement arising during the performance of the Agreement,
      7. Any term of the Agreement may not be interpretable as agency, partnership or joint venture relationship between the Parties or their partial or total subrogates, and the Parties are independent businesses.
      8. The Parties may not conclude a written or verbal contract with third parties or legal entities and undertake for the benefit of the said persons on behalf of the counter party by any means,
5. RIGHTS AND OBLIGATIONS OF GURULIZE
   1. GURULIZE is responsible for providing software, hardware, platform and initializing, submission and obtaining the technical continuity of the Gurulize Application Service for the utilization of USER.
   2. In the event of any information regarding service and content demanded by governmental agency, administrative institution and judicial authority from GURULIZE, GURULIZE shall only notify USER by the reason of platform of the Gurulize Application Service kept by himself however GURULIZE is not liable for such content and following up. In such cases GURULIZE shall notify USER as required however following up, criminal and civil liability shall completely belong to the USER. GURULIZE is entitled to share this Agreement upon a claim of a governmental agency, administrative institution and/or judicial authority excluding real persons and legal entities. This right is deemed an exception of confidentiality.
   3. GURULIZE is responsible against USER for platform of the Gurulize Application Service. USER is responsible for providing service to its own customers. The responsibility arising from the provision of the service to the USER's customers belongs to the USER.
   4. GURULIZE is not liable for content of the service, form of issue, administration of call center, brief content of customer care, advertisement activities or any other activity under the scope of User’s utilization of the Gurulize Application Platform Service.  Henceforth USER accepts any liability and penal sanctions due to the said issues also accepts that GURULIZE has not any liability for any reasons. USER is liable for any acts relating to contents and service usage, whether stated or not. GURULIZE cannot be held responsible for the content of the provided services, correspondence between the Client and the Consultant or the User to be in compliance with national and international legislation.
   5. GURULİZE provides some contract drafts to the USER as an example during the USER's User Website setup. These contract examples are only templates and it is entirely at the USER's discretion whether to use them or not. GURULİZE does not assume any responsibility arising from the use of these contract templates and cannot be held liable for any damages incurred by the USER due to the use of contract samples.
   6. In the event of force majeure listed in this Agreement GURULIZE shall not be liable for platform malfunction and the User shall not claim any pecuniary and non-pecuniary damages/service from GURULIZE directly or indirectly for any purpose.
   7. GURULIZE may grant correction time for any notifications, notices, due process, official correspondence, virtual environment complaints etc, or terminate the Agreement without waiting correction depending on significance of the breach in the event of a breach of this Agreement.

6. RIGHTS AND OBLIGATIONS OF THE USER
   1. USER shall be liable for the content and operation of the services to be rendered via the platform of the Gurulize Application Service used by itself.
   2. USER accepts, declares and undertakes that by no means, prepared content and consultancy service provided shall not constitute a contradiction to any crime stated at local, national, international regulation, or moral, ethic, public interest or public security.  Otherwise, all legal and penal responsibility regarding said content shall be belong to USER. Any fine or reimbursement that might be imposed upon GURULIZE due to this content, shall be recoursed to the User.
   3. USER shall avoid declaration and defending which may harm reputation of GURULIZE in the event of any damage or legal/penal investigating or judgment by the reason of content of service and service provided. USER shall achieve a solution such as covering the loss without harming reputation and trade mark of GURULIZE, submitting legal pleadings urgently and with detailed.
   4. Advertising activities, announcement, press release etc. regarding Gurulize Application Service platform and services to be rendered By USER at its own cost. Trade name of GURULIZE or Gurulize shall not be used in any advertising activities.
   5. USER is an independent entrepreneur who carries his own commercial risk and shall not claim any right if USER cannot make profit.
   6. The USER shall respond to the calls received from Gurulize Application Service platform in an understandable manner and in accordance with the law. The USER and GURULIZE undertakes that himself and his advisers shall comply with national and international regulations regarding data protection during services rendered via the internet.
   7.  The conversations of the USER's consultants with their Clients through the Gurulize Application Service platform are not recorded by GURULIZE in any way, all of the conversations are confidential between the USER and the Customer.

7. FINANCIAL PROVISIONS

7.1. GURULIZE prices and commission rates are specified in the "Pricing" section on www.gurulize.com. The package selected by the USER is included in Article 1 of the Agreement. The parties will not request any other fee from each other except for this payment. Payments to be made by the USER are accepted only to the SaaS subscription system on gurulize.com and by credit card. The revenue to be generated through the Gurulize Application Service will be collected from the USER's customers through the payment systems in the GURULIZE infrastructure. According to the payment method chosen by the USER, the method of sharing the revenue collected from the Customers with GURULIZE will vary. Accordingly, the USER integrates the payment management on its behalf into the system and within the scope of the payment method it has chosen:

1. If the payment method chosen by the USER supports "marketplace integration"; GURULIZE will deduct the transaction fee specified on the "Pricing" page from the amounts collected from the Customer in each transaction.
2.  If the payment method chosen by the USER does not support the application specified in option "a"; GURULIZE will collect the transaction fee amounts specified on the "Pricing" page from the USER's credit card defined in the system. If the USER's credit card defined in the system cannot be collected for any reason; GURULIZE will send the invoice for the amount to be collected to the USER via e-mail and provide a payment link. The USER will pay the invoice within 7 days. If the USER does not pay this invoice within the given period, GURULIZE may suspend the USER's account.

7.2. GURULIZE is not responsible for the commissions deducted by these companies within the scope of the agreement made by the USER with the payment provider companies.

7.3. GURULIZE, within the scope of the platform service it provides, has determined its prices and commission rates in the "Pricing" section on www.gurulize.com, as stated in Article 7.1. The USER will be able to provide free services to its Customers through its own platform within the scope of the service it has purchased. However, if these free services exceed 50% of the total service provided within the monthly period; GURULIZE reserves the right to determine the commission fee over the service provided for the free services exceeding.

7.4. Provided that the User delays the payments more than 20 days, Gurulize shall be entitled to suspend the services under this Agreement.

7.5. GURULIZE reserves the right to cancel or limit the payments provided that the User uses the Gurulize Application Platform for fraud, call manipulations, or any other usage with malicious intents.

8. FORCE MAJEURE

1. 1. Under the situations stated below and under the scope of force majeure, GURULIZE is not responsible of defect, default, suspension etc. problems that the services under this Agreement to be provided by GURULIZE may face. During the continuance of these reasons, neither party may claim any compensation for the failure of the other party to fulfill its performance, nor may it claim any rights thereafter.
      1. Planned support and maintenance of GURULIZE,
      2. Problems that may occur during Maintenance, back up or initializing/commissioning devices with new software,
      3. Information that may get lost fully or partially due to internet traffic,
      4. Access problems and delays that are out of GURULIZE’s control
      5. Intervention out of GURULIZE’ s control by public authority to platform of GURULIZE,
      6. Other reasons unexpected within ordinary operation and impossible to take precautions or plan,
   2. The force majeure events are the events that are not present at the signing date but occurs later on, which may not be estimated, and out of the controls of the Parties. All legally valid force majeure events shall be deemed as force majeure events for connection losses, delays, etc. other various problems under this agreement. The Parties shall not be held responsible to each other under such circumstances. All legal force majeure, all problems occurring in the line or service subject to the contract in the context of this contract are accepted as force majeure. The parties shall not be liable to each other for these interruptions and delays. The major force majeure events are as follows, with the condition that their occurrence and disappearance are approved by an authority in charge: war, blockade, martial law, mobilization, terrorist actions, natural disasters (flood, lightning strike, earthquake etc.), fire, legislative changes that prove the services impossible to perform, strike, lockout. Provided any force majeure event occurs, the obligations under this Agreement shall be suspended until the event ceases.
   3. In the event of a force majeure event lasts more than 30 days, the Parties may come together and negotiate continuation, suspension, termination or liquidation of the Agreement.

9. CONFIDENTIALITY

1. 1. Each Party undertakes to treat all information and materials, including any information, standards and practices, software, programs, training, documents, correspondence and information lawfully obtained by third parties, including any information, standards and practices, software, programs, training, training, documents, correspondence and information legally obtained by third parties, which it learns in connection with the performance of this Agreement as trade secrets and confidential information ("Confidential Information") and to refrain from disclosing, disclosing, publicizing, modifying, using for commercial purposes or otherwise acting in a manner that would result in such information being disclosed to third parties without the prior written consent of the other Party. Each Party undertakes not to disclose to any person any confidential information relating to the other Party's or the other Party's business, affairs, Products, Intellectual Property Rights, customers, clients or suppliers during the term of this Agreement and after termination of this Agreement.

1. 2. The party to whom Confidential Information is disclosed pursuant to the Agreement shall use such Confidential Information only in matters related to the business covered by the Agreement and shall reproduce such Confidential Information only when and to the extent necessary for the business.
   3.  This obligation shall continue for five years after the expiration or termination of the Agreement. The Parties shall disclose the information only to those of their personnel who, by virtue of their agreement with each other or by legal obligation, are required to keep it confidential and protect it and who need to know it for the purposes set out in the Agreement.
   4.  Except for the parts of this Agreement that are in the public domain without any breach of this Agreement, and except in cases where judicial or administrative authorities request Confidential Information under the law, the Parties shall not disclose such confidential information acquired by the Parties in any way both during the term of this Agreement and after the termination of this Agreement. This confidential information may be used for the purpose of performing the Agreement and shall not be used in any other way.
   5.  The Parties shall take care to transfer such confidential information to their personnel who will work in the realization of the Contract and shall warn even such personnel not to use the information for other purposes. The Parties also agree that they will ensure that their personnel comply with the confidentiality obligations specified in this article and that they will be responsible to the other Party of the contract for any breach of this confidentiality obligation by their employees during or after their employment.
   6.  In the event of expiry or termination of this Agreement, the Parties shall return all information, documents and materials provided to each other to the other Party within 24 (twenty-four) hours from the date of expiry of the Agreement without the need for the other Party's request and without taking copies of such documents and materials.
   7.  Each Party is obliged to indemnify the other Party for any damages suffered or to be suffered by the other Party in the event that it and its personnel violate its obligations set forth in this Article.
   8. Each Party may disclose the confidential information of the other Party, if requested by law, court order or any governmental or regulatory authority, limited to the information requested to the requesting institution by providing written information to the other Party.
   9.  The USER may disclose GURULULIZE's confidential information about the Gurulize Application Platform and Services to its customers/subcontractors in case such customers/subcontractors need such information to use the platform. Likewise, GURULULIZE may disclose confidential information of the USER contained in the Gurulize Application Platform and Services to its customers/subcontractors if it needs such information. In such case, the Parties shall ensure that the clients/subcontractors to whom the Supplier discloses confidential information comply with this clause. The Parties are obliged to cover any damages arising from the behavior of the customers/subcontractors to whom the Supplier discloses confidential information contrary to the confidentiality provisions.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. Financial and non-pecuniary rights of the platform, software, source codes regarding Gurulize Application Platform and services belong to GURULIZE, and USER cannot act as if its own property. The content, ideas, etc. that the User performs on the Gurulize Application shall be owned by the User.

10.2. USER retains all right, tittle and interest in and to User Materials. GURULIZE does not acquire any rights to the User Materials, beyond what is necessary to provide the Service to the USER.

10.3. USER shall own all right, title and interest in and to the User Maretials, as well as any data that is based on or derived from the User Materials and provided to USER as part of the Services. Customer hereby grants GURULIZE a non-exlusive, non transfrerable, royalty-free, non sublicensable right to Access and use User Materials solely to provide the Services to USER at USER’s request.

10.4. GURULIZE agrees to provide the USER with Access to the User Materials at the all times during the term of this Agreement. GURULIZE shall implement suitable measures to enable the USER to extract, export, or retrieve the User Materials in a commonly used format at the USER’s request. This includes all data that is based on or derived from the User Materials, as well as any additional data produced as part of the Services provided under this Agreement. GURULIZE shall comply with all such data Access requests in a timely manner, and in no event later than tirty (30) days from the receipt of such request from USER.

10.5. Under no circumstance provisions hereunder shall be interpreted as a transfer of IP rights from one party to another, unless the Parties agrees upon such transfer in writing.

10.6. Should there be an opportunity for registering a certain IP right that arises from the activities relating to this Agreement the IP right to be settled as follows:

10.6.1. If the IP right that is subject to a registration opportunity is related to activities of the USER, the IP right shall reside with the USER

10.6.2. If the IP right that is subject to a registration opportunity is related to activities of GURULIZE, the IP right shall reside with GURULIZE.

10.6.3. If the IP right is related to activities of both parties, than the Parties shall own and where possible register such IP right mutually and with equal shares.

11. COPIES OF THE AGREEMENT AND APPENDIXES

1. 1. This Agreement is drafted as one copy and the original copy shall be kept by GURULIZE, the confirmed copy shall be kept by USER.
   2. Documents demanded from USER (real person or legal entity) while signing this Agreement are listed below;
      1. From legal entities such as limited companies, joint stock companies;
      2. copy of tax certificate
      3. copy of valid signature circular
      4. copy of identity card of authorized person
   3. From real person users;
      1. copy of tax certificate
      2. copy of valid signature statement
      3. copy of identity card
   4. These documents constitute appendixes of The Agreement. In the event of lack of sending or lack of documents, agreement shall not be valid, if there are rendered services, these may be suspended until these documents sent.

12. RIGHT OF WITHDRAWAL AND TERMINATION

12.1. As a rule, all package sales sold to customers are final and there is no right of withdrawal.

12.2. GURULIZE is entitled to terminate the Agreement by serving a written notification in the case receiving a complaint from any consumer, agency and institute with regard to using the Gurulize Application Platform. Accordingly, GURULIZE is entitled to rule for a cancellation or suspension of the purchased package/bundle by the USER.

12.3. The existence of a technical malfunction that occurs in the service specified in the contract and cannot be eliminated, the existence of administrative and judicial decisions that prevent the operation of the service, the existence of administrative and judicial decisions that prevent the operation of the service, the cases where the work does not bring the expected benefit, and the expiration of the legal entity of one of the parties, its termination or liquidation decision, falling into insolvency, applying for concordat, requesting bankruptcy, the execution against it is ineffective, the other party is authorized to terminate the contract unilaterally without compensation immediately from the date of learning the events in question.

12.4. The failure of a Party to assert a right which it may assert indefinitely under this Agreement shall not be construed as a waiver of that Party's waiver of that right and shall be without prejudice to the right holder's subsequent assertion thereof. The exercise of such a right by the Parties may be exercised only if it does not constitute an abuse of the right.

13. ASSIGNMENT OF THE AGREEMENT

The Parties cannot assign any right or obligation under this Agreement partly or as a whole without written consent of each other. GURULIZE may assign this Agreement to his affiliates with an organic connection of 50% or above, without consent of the USER.

14. NOTIFICATION

Notifications, correspondence or other communications according to the Agreement shall be deemed duly received in case of delivering by hand, written to the address or number stated at the Agreement or sending fax and registered letter with return receipt. Also, these notification and correspondence shall be deemed received as of the delivery date. Daily correspondence may be delivered via e-mail. In the event of amendment of address and fax number stated under Agreement, this amendment shall be notified within latest 10 (ten) days otherwise final stated address or number shall be valid and binding.

15. REGULATION AND DISPUTE RESOLUTION

1. 1. This Agreement shall be subject to and interpreted in accordance with laws of Estonia.
   2. If disputes arising the Agreement cannot be settled within 30 (thirty) days as of the notification of the subject of conflict, Talinn / Estonia courts be solely authorized regarding any disputes arising the Agreement or disputes in relation with the Agreement.
   3. Commercial books, registers and other records of GURULIZE shall be exclusively valid, binding and conclusive evidence at any disputes arising the Agreement

16. TAX, CHARGE AND GENERAL EXPENSES

All taxes, duties, charges and funds occurred due to execution, fulfillment and enforcement of the Agreement shall be paid by the USER. USER shall be liable for all damage and cost of GURULIZE by the reason of not paying in complete and in due time by USER and shall be paid these damage and cost in cash, lump sum and in advance.

17. AMENDMENTS AND SEVERABILITY

1. 1. This Agreement may only be amended with written consensus to be signed by authorized representatives of the Parties.
   2. In the event of invalidity, unlawful or unenforceable of any provision of this Agreement, other provisions shall not be affected. In such a case the Parties shall exercise due care for adding most suitable and valid provision instead of the invalid, unlawful or unenforceable provision with cooperation.
   3. This Agreement is a framework contract. the Parties accept, declare and undertake that each form/agreement/protocol drafted as an annex shall be an integral part of the Agreement and basic provisions stated in this Agreement are sole and unchangeable.

18. LANGUAGE OF THE AGREEMENT AND VALIDITY

Language of the original version of this Agreement is English. This Agreement consisting of 18 (eighteen) articles constitutes one agreement, signed as one copy and by invalidating all prior written or verbal discussion, offer and commitment between the Parties executed at _____________ and approved as it is.

 

USER                                                                                                                                                              GURULIZE