1. Definitions

“1D3 Products”: proprietary computer programs developed by 1D3 that allow the Developer to sell digital goods/services worldwide.

“1D3 System”: the Developer Account, application program interface (API), Software development kit (SDK), as well as any other technology made available by 1D3 to the Developer in connection with the Agreement.

“Affiliates”: with respect to a specified entity, another entity directly or indirectly controlling, controlled by, or under common control with that entity. For purposes of this definition, "control," "controlling," and "controlled" mean having the right to elect a majority of the board of directors or other comparable body responsible for management and direction of a person by contract, by virtue of share ownership or otherwise.

“Agreement”: the Distribution Agreement executed between the Parties, including all the annexes thereto, entered into between them, these Terms and Conditions, the Data Processing Agreement, the Website Terms of Use and any other document expressly specified by the Parties as part of the Agreement.

“Applicable Law”: any applicable local law, promulgated by any local government authority governing the respective rights and obligations of the Parties, as applicable.

“Card Organisation”: Visa, Mastercard or other similar Card payment networks.

“Bug”: any error, fault or flaw in in the Software.

“Business Day”: the day other than Saturday or Sunday or any Estonian national holiday.

“Device”: a data processing machine, including, but not limited to a computer, laptop, tablet, mobile phone, or other electronic device, that can be used by user to connect to the internet and use the Software.

“End User”: a natural person sublicensing the Software from 1D3.

“End User Documentation”: Developer’s current standard End User operating instructions and the Software requirements electronically provided by the Developer to 1D3 in accordance with the terms of the Agreement.

“End User Fee”: the total amount charged by 1D3 to the End User in connection with the 1D3’s sublicence of the Software to an End User, as mutually agreed by the Parties in writing.

“End User Sale”: sublicensing the Software from 1D3 to the End User in accordance with the terms and conditions of the Agreement.

“Intellectual Property Rights”: any rights protected by patent, copyright, trade secret, trademark, and similar intellectual property laws worldwide.

“Marks”: trade names, logos, registered and unregistered trademarks and service marks (including duly licenced from the Affiliate of the Party or third party under a valid licencing agreement).

“Software”: the software as described in more detail in the Annex to the Agreement, including any Software Documentation.

“Software documentation”: written materials relating to the Software, including software design instructions, training manuals, installation manuals, reference manuals and user manuals.

“Developer Account”: a unique, personal software tool to be used by the Developer in order to access and use all the 1D3 Products and services as well as to view certain amount of data on End-User Sales.

“Developer Website”: a website/application owned or operated by the Developer that hosts the Software.

“Technical Documentation”: written materials provided by 1D3 to the Developer setting out the technical interaction requirements of the Parties in connection with the use of the Developer Account and 1D3 Products under the Agreement, which shall include requirements for electronic formats, tools, networks to be used for the integration of the Parties’ systems, as may be updated from time to time by 1D3.

“Territory”: worldwide, unless otherwise confirmed with Developer, taking into consideration his needs and permitted areas of operation

2. 1D3 system and product authorisations

2.1 Subject to the provisions of the Agreement and the Technical Documentation, 1D3 authorises the Developer on a non-exclusive, non-transferable, limited and royalty-free basis to use the 1D3 System for the sole purpose of facilitating 1D3’s Software to the End Users in the Territory during the Term (hereinafter - the “1D3 System Authorisation”), which includes any correction, improvement, modification or yearly enhancements in the form of the new version of the 1D3 System made available by 1D3 to the Developer.

2.2 1D3 is the sole owner of the 1D3 System, associated 1D3 Products and its elements. A non-exclusive authorisation is limited by “right to use”, and none of the provisions of the Agreement gives the Developer an exclusive right to the Developer Account or associated 1D3 Products.

2.3 1D3 may modify the 1D3 System at any time without prior notice to the Developer by adding or removing features and functionality.

2.4 1D3 and its licensors shall retain all Intellectual Property Rights in and to the works of authorship, software, code, databases, design, inventions, processes, techniques, concepts, ideas, know-how contained in the 1D3 System, including, but not limited to modifications, enhancements, derivative works, configurations, translations, upgrades, interfaces etc.

2.5 Developer shall not rent, lease, lend, sell, redistribute, or sublicence the 1D3 System to any third party and shall not copy, decompile, display, distribute, reverse engineer, disassemble, or otherwise attempt to obtain the source code of the 1D3 System or create derivative works thereof, unless permitted under the 1D3 System Authorisation or authorized in writing by 1D3.

2.6 During the Term and subject to the terms of the Agreement, 1D3 grants to the Developer on a non-exclusive, worldwide, non-transferable, non-sublicensable, and royalty-free basis the right to use the 1D3 Product in accordance with the Agreement and the provisions relating to the 1D3 System Authorisation as far as they are applicable (hereinafter - the “1D3 Product Authorisation”).

2.7 Without prejudice to the termination provisions set out in the Agreement, 1D3 may at any time restrict, suspend or terminate the 1D3 System Authorisation and/or the 1D3 Product Authorisation and the Developer’s access to the 1D3 System if the Developer violates any of the restrictions set forth in Clause 2.

3. Developer account

3.1 The Developer shall be responsible for all activities performed through the Developer Account and all actions conducted in the Developer Account shall be considered as actions performed by the Developer.

3.2 The Developer shall be solely responsible for ensuring and maintaining the access restrictions and confidentiality of the Developer Account as well as any harm resulting from the disclosure of the Developer’s password.

3.3 The Developer shall immediately notify 1D3 of any unauthorized access to and/or use of or the Developer Account, password, or another breach of security.

3.4 The Developer confirms the ownership of all rights in and to any content uploaded, created, provided, imported, copied, integrated within the Developer Account while using any of the 1D3 Products, including but not limited to any trademarks, service marks, images, animations, designs, video and audio files, illustrations, logos, fonts, code, compositions, works of art, interfaces, usernames, game keys and other related information.

4. Software authorisation

4.1 Subject to the provisions of the Agreement and the Annex thereto, the Developer authorises 1D3 on a non-exclusive, non-transferable, limited, and royalty-free basis the right to sell and distribute the Software to End Users in the Territory during the Term (the “Software Authorisation”), which includes without limitation to:

• advertise and deliver the Software to End Users;
• market, solicit, and obtain orders on Developer’s behalf for the Software from End-Users;
• install the Software on 1D3 and its Affiliates Devices, End User Devices;
• access to the Software on the Developer’s Website or application;
• customize the Software solely in the manner and to the extent permitted by the Developer;
• provide the End User Documentation to End Users;
• give access to the Software to 1D3 Affiliates.

4.2 The Software Authorisation includes all updates, upgrades, and modifications to the Software made available by the Developer during the Term.

4.3 1D3 shall not rent, lease, lend, sell, redistribute, or otherwise give access to the Software to any third party and shall not copy, decompile, display, distribute, reverse engineer, disassemble, or otherwise attempt to derive the source code of the Software or create derivative works thereof, unless permitted under the Software Authorisation or authorized in writing by the Developer.

4.4 The Developer and its licensors shall retain all Intellectual Property Rights in and to the works of authorship, software, inventions, processes, techniques, ideas contained in the Software, including, but not limited to modifications, enhancements, derivative works, configurations, translations, upgrades, interfaces etc. Except for the rights granted by Developer in this Agreement, 1D3 agrees that it obtains no right, title, or interest from Developer (or Developer’s licensors) under this Agreement in or to any of Developer’s products, including any Intellectual Property Rights in those products.

4.5 Without prejudice to the termination provisions set out in the Agreement, the Developer may at any time restrict, suspend, or terminate the Software Authorisation and 1D3’s access to the Software if 1D3 violates any of the restrictions set forth in Clause 4.

5. Rights and obligations of 1D3

5.1 1D3 shall have the right to:

5.1.1 terminate the Developer Account in the event that an illegal, fraud or another conduct that violates the Agreement or the Website Terms of Use is discovered or reported in connection with the Developer Account;

5.1.2 store and process the uploaded content in the Developer Account in order to comply with the Agreement, including without limitation to upload and/or copy such content to 1D3 systems, cloud services and CDNs, make display adjustments, to duplicate for backup and perform any other technical actions required to perform 1D3 services;

5.2 1D3 hereby undertakes to:

5.2.1 fully and unreservedly follow and comply with the terms and conditions of the Agreement;

5.2.2 use the Developer Account only for purposes that are legal, proper and in accordance with the Agreement and Applicable Law;

5.2.3 provide the Developer with appropriate and timely assistance in the integration process of the Developer’s System and Software with the 1D3 System in accordance with the Technical Documentation;

5.2.4 inform the Developer without undue delay of the completion of each End User Sale through the 1D3 System;

5.2.5 send to the Developer, at its own discretion, requests for correction of the Software Bugs;

5.2.6 inform the Developer of any significant changes to the Developer Account that may affect the 1D3 reporting obligations as defined in more detail in Clause 8 and the Agreement;

5.2.7 use the Developer’s Marks in accordance with the provisions of the Agreement;

5.2.8 fulfil the obligations specified in the Technical Documentation.

6. Obligations of the developer

The Developer undertakes to:

6.1 fully and unreservedly follow and comply with the terms and conditions of the Agreement and other applicable policies and agreements as regards, inter alia, to the use of the Developer Account and 1D3 Products;

6.2 submit 1D3 notarized copies of documents certifying the Developer’s rights, ownership, title, and interest in and to the Software as well as the authority to grant the Software Authorisation specified herein (by way of example, and not as a limitation, notarized copy of the Distribution agreement, the Copyright assignment agreement, the Domain Ownership notice, screenshots/photos from the personal account of the Software, confirmation documents regarding the registration of Marks etc.) within 5 (five) Business Days after receipt of 1D3’s written request;

6.3 integrate the Developer Website, the Developer Software and system with the 1D3 System as provided in the Technical Documentation and as appropriate to facilitate the 1D3’s distribution of the Software to End Users under the Agreement;

6.4 provide 1D3 with the Software, Software Documentation, End User Documentation and notify 1D3 at least 10 (ten) business days prior to any changes to the Software, the Software Documentation or the End User Documentation;

6.5 deliver the Software to End Users immediately upon completion of an End User Sale, upon receipt of notification from 1D3 through the 1D3 System;

6.6 take proper steps and reasonable efforts to correct Bugs in a timely manner and to update 1D3 on such efforts;

6.7 use 1D3’s Marks as indicated by this link https://1d3.com/brand;

6.8 fulfil the obligations specified in the Technical Documentation;

6.9 add 1D3’s Marks to the Developer’s Website with the following text: “1D3 DIGITECH OÜ incorporated in Estonia with its register code 16515982 is an authorized global distributor of THE TITLE OF SOFTWARE.” as well as to include the above to the Terms of Use on the Developer’s Website;

6.10 and 1D3’s Marks with a hyperlink to the Footer of the Developer’s Website with the following text: “1D3 DIGITECH OÜ is an authorized global distributor of THE TITLE OF SOFTWARE.”.

6.11 strictly adhere to the confidentiality requirements set out in the Agreement.

6.12 provide 1D3 with the Developer’s Marks via e-mail specified in the Agreement on the day of signing the Agreement, and inform the 1D3 of all changes in this respect in accordance with the terms of the Agreement.

7. Payment terms

7.1 1D3 shall on a monthly basis remit the Developer fees calculated in accordance with the Agreement (hereinafter - the “Fees”) on the 30th (thirtieth) day after the end of each calendar month from the date 1D3 first receives the End User Fee.

7.2 1D3 shall pay the Fees to the Developer as set forth in the Agreement, which may be updated upon at least 5 (five) Business Days prior written notice to Developer.

7.3 All Fees and any other amounts shall be paid in the currency agreed by both Parties in accordance with the provisions of the Agreement.

7.4 If a currency conversion is required, it shall be based on the exchange rate of the 1D3's payment service provider on the settlement date. All fees and charges in connection with currency conversion shall be deducted from the Fees paid to the Developer, in accordance with the Agreement.

7.5 1D3 shall not be liable for the refusal to accept or restriction to access the Fees or for related costs applied by the Developer’s bank or other payment method.

7.6 The Developer shall submit all documents required by the relevant taxing authorities within 5 (five) business days after receipt of 1D3’s request. In accordance with the applicable tax laws the Developer shall be liable for not providing the requested documents and/or not providing the requested documents in time as well as for the content of the required documents. If the applicable documentation is not provided, 1D3 shall have the right, if determined in accordance with the Applicable Law, to subject any payments to backup withholding.

7.7 1D3 shall:

• calculate the relevant taxes applicable to End User Sale and payment of Fees to the Developer;
• deduct the above taxes from the Fees paid to the Developer in accordance with the Agreement and Annex thereto;
• report and remit the above taxes to the relevant tax authorities, unless the Developer provides 1D3 with proper supporting documentation, that End User Sale or the Fees are tax-free or are subject to a reduced tax rate;
• By signing the Agreement, the Developer authorizes 1D3 to withhold the amount of relevant taxes (withholding, sales, VAT and/or similar taxes) applicable to End User Sale and the payment of Fees from the Fees due in accordance with the Agreement and Annex thereto.

7.8 The Developer hereby agrees not to charge End Users and/or any other legal person and/or person any payment for Fees or require any other amounts for the Software, that is authorised by 1D3.

7.9 Each Party shall bear its own costs and expenses incurred in connection with the preparation, execution and performance of the Agreement.

7.10 The Developer shall pay any and all bank charges and fees related to the transfer of Fees to the Developer if the amount payable is lower than EUR 30,000 (thirty thousand euros).

7.11 If the total amount of deductions exceeds the Fees, 1D3 shall either carry forward the remaining amount and withhold it from subsequent amounts of Fees that are due to the Developer under the Agreement until such amount is paid in full, or if the Developer does not have sufficient funds in the account to cover the incurred deductions, 1D3 has the right to issue an invoice to the Developer for the amount of deductions required, and the Developer is obliged to pay it within the time specified in the invoice.

7.12 If any End User Fees are subsequently refunded, returned, or reversed for any reason, 1D3 may offset such amount against its future payment of Fees hereunder.

7.13 Upon receipt of the Fees due, the Developer shall be solely responsible for the collection and payment of any/all applicable taxes that are not subject to Clause 7.7 herein, and 1D3 shall not be liable in any way for the payment of such taxes on the Developer's income under the Agreement.

8. Reports and responses

8.1 In order to view the latest data on End User Sale, the Developer may use the Developer Account.

8.2 1D3 shall provide electronically a monthly report (hereinafter – the “Report”) to Developer within 15 (fifteen) Business Days from the end of each calendar month during the Term.

8.3 The Developer shall notify 1D3 of any Report errors within 60 (sixty) calendar days after receipt of the Report. Such notification shall contain detailed information to help identify the cause of the error and how to remedy it.

8.4 1D3 shall use all reasonable efforts to correct any error within 30 (thirty) calendar days after receipt of the Developer’s notification and provide the Developer with a response.

8.4.1 If, on the basis of the Developer's notification, 1D3 confirms an error, 1D3 shall notify the Developer of such error and the amounts to be paid by or to 1D3.

8.4.2 If 1D3 confirms that the original Report does not contain the error/s specified by the Developer, 1D3 shall confirm the original Report and explain why the allegations in the response are not substantiated.

8.5 The Developer shall review 1D3's response within 5 (five) business days of receipt and notify 1D3 of the objections, if any.

8.6 In the event when the Developer expressly confirms the Report or response, or if the Developer does not notify 1D3 of any objections within the time limit specified above in Clause 8, the Developer waives the right to contest the Report or response, as applicable, as well as any rights to seek a correction, and the Report shall be considered approved and accepted by the Developer.

8.7 1D3 may, on its own initiative and at any time, detect and correct errors in the Report and issue a new Report as well as provide information on any differences to be paid by or to the Developer.

8.8 The Developer shall confirm or object to such new Report in accordance with Clause 8.

8.9 In the event when the Developer expressly confirms a new Report or response or if Developer does not notify 1D3 of any objections within the time periods specified above in Clause 8, the Developer waives the right to contest the new Report or response, as applicable, and any rights to seek a correction, and the new Report shall be considered approved and accepted by the Developer.

9. Data protection

The Parties hereby undertake to comply with the Data Processing Agreement, which forms an integral part of the Agreement.

10. Marks

10.1 The Developer hereby grants to 1D3 and 1D3’s Affiliates, a limited, non-exclusive, non-transferable and irrevocable rights to use the Marks sent to 1D3 in accordance with Clause 6.12 and the Agreement, only to the extent set forth below:

• displaying the Marks on the 1D3’s website;
• using the Marks in the informational materials of 1D3;
• using the Marks in trade events;
• promoting the Developer in the Territory;
• performing obligations of 1D3 under the Agreement.

10.2 1D3 hereby grants to the Developer a limited, non-exclusive, non-transferable, non-sublicensable and revocable rights to use its Marks in accordance with Clause 6.7 only for the purpose of promoting 1D3 in the Territory and performing the obligations of the Developer under the Agreement.

10.3 Without prejudice to the above, each Party shall not:

• change or modify the Marks of the other Party;
• register any Marks similar to the Marks of the other Party;
• adopt or combine the Marks of the other Party with third-party Marks;
• use the Marks of other Party as a domain name;
• use the Marks of other Party in any manner that is likely to reduce, diminish, or damage the goodwill, value, or reputation associated with such Marks or violate the rights of any third parties.

10.4 Neither Party has a fair or lawful right, title or interest in or to the Marks of the other Party. All rights, ownership, and interest in the Marks of the Party shall remain with that Party.

10.5 Any use of the Marks other than those mentioned above is strictly prohibited for one Party without the prior written consent of the other Party.

11. Representation and warranties

11.1 Each Party represents and warrants to the other Party, inter alia, that:

• it is duly organized, legally existing, qualified to do business and of good reputation in accordance with the Applicable Law;
• it has the necessary rights to enter into the Agreement;
• the conclusion and performance of the Agreement does not interfere with or violate any of its obligations to any third party;
• it shall ensure that its Affiliates and their respective employees, officers, directors, and agents, comply with the Applicable Law.

11.2 The Developer represents and warrants, inter alia, that:

• it will provide the Software in accordance with the Agreement, its annexes, the Software Documentation, the End User Documentation and Applicable Law;
• it has sufficient Intellectual Property Rights to grant the Software Authorisation and other rights set forth herein without appropriating or infringing the rights of others;
• it has no knowledge of and has not received any notices alleging that the Software or its Marks infringe, misappropriate or otherwise make unauthorized use of the Intellectual Property Rights of any other person or entity;
• it owns all rights in and to any content uploaded, created, copied, integrated by or within the Developer Account while using any of the 1D3 Products and services,
• it has obtained all consents and permissions required under the Applicable Law regarding the publication and/or transmission of any personal information and/or image, or property which is a part of the content in the Developer Account.
• the Developer will be fully responsible for the content of the Software and any violations referred to in this clause.
• it is not a “consumer”, a “charity” or a “micro-enterprise” as defined in the Commission Recommendation of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises.

11.3 In addition to the above, the Developer warrants that the Software and/or the content in the Developer Account shall not in any context be deemed as fraudulent, libellous, defamatory, obscene, harassing, incendiary, abusive, threatening, racist, deceptive or encouraging criminal conduct, or in any other way violating the rights of 1D3 or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), and shall not contain or spread the following without limitation:

• any inappropriate adult content or pornographic material;
• escorts or links that lead to such websites;
• erotic items and sex shops;
• child pornography and/or zoophilia;
• adoption agency services;
• selling real-world exotic animals;
• advertising or sponsorship of tobacco and alcohol brands, electronic cigarettes;
• any material which is non-compliant with any applicable consumer protection laws;
• computer viruses, Trojan horses, worms, ransomware, spyware, adware, time bombs, rogue software or similar code designed to cause damage of computer system;
• any feature that allows a third party to access information regarding the End User /End User’s activities and/or preferences, information from the End User’s Device, or feature that enables such third party to change settings or displays on the End User’s Devices;
• competitor content;
• gambling, betting or other services similar to gambling;
• currency exchange/ purchase and sale of securities/ forex;
• selling, investment clubs, sale of shares, stocks, put options, gold investments, capitalization certificates and other investments;
• concealing and laundering assets of criminal origin;
• pyramid schemes;
• handling and transport of hospital/organic/hazardous waste;
• selling prescription medications;
• electronic wallet and/or credit charges for e-wallets, prepaid cards, virtual currencies;
• esoteric, psychic services;
• organizations or persons that support terrorism;
• loans;
• production, sale or trafficking of real-world weapons and/or munitions;
• selling replicas or imitations of products;
• advance payment (Partial Payment) services,
• online auctions;
• selling prepaid phone cards, VoIP;
• organ trafficking;
• invasive cosmetic procedures;
• sale of precious stones / high-value fine jewellery;
• sale of illegal drugs and/or hallucinogenic substances;
• network marketing, benefits from admittance of new members;
• any other elements which were not initially submitted to 1D3 for the review of the Developer's Software or subsequently agreed with 1D3 in accordance with the provisions of the Agreement;
• any other prohibited content.

11.4 Non-Solicitation. From the Effective Date and within 1 (one) year after the termination of the Agreement, a Party shall not, directly or indirectly, actively recruit, solicit, or interfere with any employee of the other Party or its Affiliates contacted or interacted in order to perform the Agreement.

12. Term

The Agreement shall enter into force on the Effective Date and shall continue for 1 (one) year (hereinafter- the “Term”). The Agreement shall be automatically extended for another year, unless one of the Parties notifies the other Party of the non-renewal of the Agreement at least 30 (thirty) days before the expiry of the current term. The Term specified in the Agreement shall also apply to the term of the licences.

13. Termination of the agreement

13.1 If any of the Parties wishes to terminate the Agreement for its convenience, the terminating Party shall issue to the other Party 1 (one) month’s prior written notice, except if the Agreement is terminated according to Clause 13.2.

13.2 Each Party shall have the right to terminate the Agreement immediately by notice in writing or without if:

13.2.1 the other Party is in material breach of the Agreement; or

13.2.2 a bankruptcy or insolvency petition is filed by or against the other Party; or

13.2.3 for any reason valid under requirements of the Applicable Law.

13.3 Upon termination of the Agreement for any reason all provisions regarding indemnification, warranty, liability and limits thereof, miscellaneous, confidentiality and any provisions, which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall remain effective.

14. Confidentiality

14.1 “Confidential Information” means all information and materials, whether in oral, written or other form, related to a Party and its Affiliates (including, without limitation, plans for products or services, capitalization tables, budgets, and any financial documents, information, statements or data, costs, prices, and marketing plans, contracts and licences, employee, customer, supplier, shareholder, partner or investor lists, technology, technical data, databases, software, source code for software, know-how, business processes, trade secrets and business models, inventions, processes, technology, designs, notes, sketches, flow charts, formulas, blueprints, and elements thereof, and source code, object code, graphical design, user interfaces and other intellectual property, including that of any user, supplier or other third party) as well as the terms and existence of the Agreement, provided by a Party (hereinafter - the “Disclosing Party”) to the other Party (hereinafter - the “Recipient”) which has not been made publicly available by the Disclosing Party and which is: (i) marked “Confidential” when disclosed or communicated by or on behalf of the Disclosing Party to the Recipient; (ii) communicated or disclosed by or on behalf of the Disclosing Party to the Recipient under written instruction to keep such information or material confidential; or (iii) any other information or material that is disclosed or communicated by or on behalf of the Disclosing Party to the Recipient which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential.

14.2 Confidential Information shall not include information that: (i) is or becomes generally known to the public; (ii) was in the Recipient’s possession or known by prior to receipt from the Disclosing Party; (iii) was lawfully disclosed to the Recipient by a third party and received in good faith and without any duty of confidentiality; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party by employees of the Recipient who have had no access to such Confidential Information.

14.3 Obligations of the Recipient. Except as expressly authorized by the prior written consent of the Disclosing Party, the Recipient must:

14.3.1 keep the Confidential Information strictly confidential and limit discussion of and access to all Confidential Information to the Recipient’s Affiliates, officers, directors, employees, supplier, advisers and agents;

14.3.2 safeguard all Confidential Information received using a reasonable degree of care, but not less than that degree of care used by the Recipient in safeguarding its own confidential information;

14.3.3 use the Confidential Information solely in connection with the Agreement and for no other purpose;

14.3.4 must notify the Disclosing Party as soon as practicable when it is aware of any unauthorized access to the Confidential Information;

14.3.5 not disclose the Confidential Information to any third party unless permitted under the Agreement or the Applicable Law.

14.4 Return of Confidential Information. Upon the request of the Disclosing Party, the Recipient will, at its election, either return or destroy (which will be confirmed in writing by an authorized representative of the Recipient upon the Disclosing Party’s written request) all Confidential Information. Notwithstanding the foregoing, Recipient may retain reasonable copies of the Confidential Information for compliance with the Applicable Law or to establish its rights under the Agreement, provided, that such copies of the Confidential Information will not be used or accessed for any other purpose.

15. Indemnification and limitation of liability

15.1 1D3 shall indemnify, defend, and hold harmless the Developer, its owners, subsidiaries, its Affiliates and their respective directors, officers, employees, shareholders, licensors, partners, contractors or agents against and in respect of all loss or damages, cost, liability and expense (including all fines, penalties and legal costs and all other reasonable professional costs and expenses) hereinafter each - a “Claim”) arising out of or in connection with the 1D3’s breach or alleged breach of the Agreement.

15.2 The Developer shall indemnify, defend, and hold harmless 1D3, its owners, subsidiaries, its Affiliates and their respective directors, officers, employees, shareholders, licensors, partners, contractors or agents against and in respect of all Claims arising out of or on account of or resulting from:

15.2.1 the Developer’s breach or alleged breach of the Agreement and/or rules of Card Organisations, i.e., the Developer’s any action or inaction that causes 1D3 or 1D3’s payment service provider to be in breach or non-compliance with the rules of Card Organisations;

15.2.2 the Software, including, but not limited to, an End User’s use or misuse of the Software;

15.2.3 the violation of any third party right, including any Intellectual Property Rights, access rights or privacy rights, resulting from the Developers’ use of the Developer Account and/or unauthorized access to the Developer Account; or

15.2.4 any other type of claim that Developer’s Websites or Developer’s Content, caused damage to a third party.

15.3 In the event when the Software becomes the subject of a third-party infringement claim, the Developer may:

15.3.1 modify or replace the Software to make it non-infringing;

15.3.2 acquire 1D3 rights to continue using the Software; or

15.3.3 terminate the Agreement.

15.4 Each Party shall notify the indemnifying Party of any Claim, offer control of the defence and settlement of any Claim as well as cooperate in the investigation process of the Claim.

15.5 1D3 shall not be liable for the inability to use the Developer Account or associated 1D3 Products for reasons beyond the control of 1D3. The Developer takes on all risks connected with the use of the Developer Account and associated 1D3 Products and services.

15.6 Except as specifically stipulated in the Agreement, in no event shall a Party be liable for any:

• indirect, incidental, reliance, special, consequential, exemplary, multiple or punitive damages arising from or in relation to the Agreement; or
• direct damages arising from or in relation to the Agreement to the extent that the total amount of such damages exceeds EUR 30,000.00 (thirty thousand euros).

15.7 The limitations of liability set out in the Agreement shall not apply with respect to a Party’s indemnification obligations under Clause 15.2 or a Party’s breach of its confidentiality obligations, but otherwise shall apply regardless of the type of claim and whether the damages were foreseeable or not.

15.8 Under no circumstances shall 1D3 be responsible for the quality, safety, legality, or any other aspects of the software and any software related claims by the end users.

15.9 Under no circumstances shall Parties be liable for any claims or actions unrelated to the Agreement.

15.10 1D3 shall be entitled to deduct, set off or otherwise withhold, in whole or in part, any and all liabilities, obligations or amounts owed by the Developer to 1D3 under the Agreement (and under any other agreement between the Parties), from or against any and all liabilities, obligations or amounts owed by 1D3 to the Developer or otherwise held by 1D3 for the Developer.

15.11 Notwithstanding the above, 1D3 shall be entitled to a fixed amount of EUR 30'000.00 (thirty thousand euro) as contractual penalty , which shall become due and payable by the Developer on demand, where a breach of the Agreement, i.e., the Developer’s any action or inaction that causes or (as reasonably determined by 1D3) would likely cause:

• 1D3 or 1D3’s payment service provider to be in material breach of any Applicable Laws including Intellectual Property Laws, any requirements of Card Organisations; and/or
• 1D3’s payment service provider to be in material breach of any Applicable Laws or any requirements of Card Organisations related to the prevention of money laundering and terrorist financing.

15.12. The Parties agree that the amount set out in clause 15.11. is reasonable and proportionate to protect 1D3’s legitimate interest in ensuring compliance with its legal obligations and maintaining its reputation, and is a fair, just, and reasonable amount and is not exorbitant or unconscionable. 1D3 may, at its sole discretion, set off, deduct or withhold the amount of the contractual penalty due hereunder in accordance with clause 15.11 or otherwise demand that contractual penalty is payable as a debt.

16. Disclaimers

The 1D3 system and associated 1D3 Products and services are provided to the Developer “as is” and with all faults and defects without warranty of any kind.

To the fullest extent permissible pursuant to the Applicable Law, 1D3, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the 1D3 system and associated 1D3 Products and services, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement, or warranties that may arise out of course of dealing, performance, usage or trade practice. Without limitation to the foregoing, 1D3 provides no warranty or undertaking and makes no representation of any kind that 1D3 system and associated 1D3 Products will meet the Developer’s requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error-free, or that any errors or defects can or will be corrected.

To the fullest extent permissible pursuant to Applicable Law, the Developer makes no representations, warranties or guarantee of any kind, express or implied, statutory, or otherwise, in relation the software, including, without limitation, any warranties of merchantability, fitness for a particular purpose and non-infringement.

17. Force majeure

Neither Party nor its Affiliates shall be held liable or deemed to be in default for any failure to perform its obligation under the Agreement if such failure results directly or indirectly from force majeure or fortuitous event outside of its reasonable control, on the condition that upon the occurrence of force majeure or fortuitous event, the Party affected and seeking excuse from liability shall, within 30 (thirty) calendar days from such occurrence, notify the other Party of such circumstances and shall do everything to mitigate any effect upon the Agreement.

18. Changes to the agreement

18.1. Subject to clause 18.2, the Agreement may not be changed unless by an instrument agreed and executed by both Parties in writing.

18.2. 1D3 may at its own discretion change the Agreement:

18.2.1. by giving the Developer a written notice of not less than 30 (thirty) calendar days;

18.2.2. where such changes are reasonably required for 1D3’s compliance with any Applicable Laws or any applicable requirements, with immediate effect (in which case, 1D3 shall endeavour to notify the Developer as soon as practicable) or within the time as specified by any written notice to the Developer;

18.2.3. if such changes are minor and do not affect the essential elements of the agreement of the Parties, then such changes shall be deemed notified at the moment 1D3 publishes such changes as an updated version of the relevant document made available to the Developer online.

18.3. If the Developer does not agree to any changes made under clause 18.2, the Developer may terminate the Agreement by written notice to 1D3 and such termination shall take effect upon the expiry date of the relevant notice period under clause 12.

18.4 Information relating to 1D3's Marks may be changed unilaterally by notifying the Developer by e-mail.

19. Miscellaneous

19.1 The Agreement is binding to the Developer and 1D3, and their respective successors, representatives and assigns.

19.2 The Agreement constitutes the mutual understanding between the Parties, superseding any prior discussions, agreements, and understandings, whether written or oral.

19.3 Neither Party shall assign the Agreement or any rights hereunder without receiving the other Party’s prior written consent.

19.4 Should it be established that any of the provisions of the Agreement becomes invalid, the other provisions shall remain effective and shall be interpreted in the context of the initial purpose and entirely in accordance with the current legislation.

19.5 All notices and communication under the Agreement shall be in writing and delivered by post, email or facsimile or as otherwise updated from time to time by providing notice in accordance with this Clause. Notices are deemed received, if by post, at 9.00 am on the working day after the day of post; or, if by email or other electronic means, at 9.00 am on the working day after the electronic transmission. References in this Clause to time of day are to the time of day at the location of the recipient.

19.6 The Agreement and any relationship between the Parties arising from or in connection with the Agreement shall be governed by and exercised in accordance with the laws of Estonia.

19.7 All claims and disputes arising from the Agreement shall be resolved and settled exclusively by the courts of the Estonia.

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