1. Definitions

The following capitalised terms will have the meanings set forth below. Other terms may be defined elsewhere in this Agreement.

1.1. Agreement - the Referral Agreement executed between the Parties, including these Terms and Conditions, entered into between them, and any other document expressly specified by the Parties as part of the Agreement.

1.2. Applicable Laws – any applicable local law, promulgated by any local government authority governing the respective rights and obligations of the Parties, as applicable.

1.3. Approved Supplier - a Supplier referred to 1D3 by the Referral partner subject to all of the following conditions: (1) the Supplier that was referred to 1D3 by the Referral partner was not an existing customer of 1D3 as of the date the Referral partner referred such Supplier to 1D3; (2) the Supplier had not previously contacted or been contacted by 1D3 concerning any of the 1D3 services and products; (3) the Supplier has executed a Licensing Agreement. If an Approved Supplier terminates its Licensing Agreement with 1D3 and later re-contracts with 1D3, such Supplier will no longer be deemed an “Approved Supplier” according to this Agreement for which commissions would be calculated or owed.

1.4. Confidential Information – all confidential information (however recorded or preserved) of a Party, whether provided before or after the date of the Agreement, including (i) information which relates to the existence and terms of the Agreement or is described as confidential by the disclosing Party at the time of the relevant disclosure, (ii) information that would be regarded as confidential by a reasonable business person relating to the disclosing Party’s business, assets, affairs, customers, clients, suppliers, operations, processes, product information, know-how, designs, trade secrets or software and (iii) anything which by its nature, is clearly confidential, but excluding information which the Parties agree in writing is not confidential or may be disclosed or is developed by or for the receiving Party independently of the information disclosed by the disclosing Party.

1.5. Insolvency Event – any of the following events in respect of a Party: (i) the Party is unable to pay its debts; (ii) any proposal or arrangement, howsoever described, is made with (or for the benefit of) the Party’s creditors as well as any procedure or order (including issued by any court of competence), whether voluntary or mandatory, is initiated, with respect to the rescheduling or re-arranging of its debts, its winding up, the appointment of an administrator or receiver over it, or attachment or sequestration or other forced execution on or against it or its assets; or (iii) any event which is the equivalent of or similar to (i) or (ii) in any jurisdiction to which the Party is subject.

1.6. Supplier – any entity regularly engaged in the sale of digital goods/content worldwide.

1.7. Supplier Licencing Agreement - Licencing agreement concluded between 1D3 and an Approved Supplier for the use of computer programs developed by 1D3 that enables the Supplier to sell digital goods/content worldwide.

1.8. Services - services provided to the Supplier by 1D3 in accordance with the Supplier Licensing Agreement.

2. Role as referrer and obligations

2.1. Appointment. 1D3 is a distribution platform, providing digital goods businesses with a range of promotional opportunities, providing to various Suppliers. Subject to and in accordance with this Agreement, 1D3 hereby appoints the Referral partner as a nonexclusive referrer of Services to Suppliers. In connection with such appointment, the Referral partner shall market and otherwise promote Services to Suppliers, solicit orders from interested Suppliers for Services, and refer such Suppliers to 1D3 for potential enrolment for Services.

2.2. Sales and referral efforts. The Referral partner shall use commercially reasonable efforts to refer Suppliers to 1D3 and solicit orders from the Suppliers interested in purchasing any of the Services. 1D3 reserves the right to refuse the provision of Services to any Supplier referred by the Referral partner for any reason, in 1D3’s sole discretion.

2.3. Obligation to provide necessary information and documents. Upon 1D3’s request, the Referral partner shall provide information and documents necessary to assess the referred Supplier. If the Referral partner fails to provide the required information and documents regarding the referred Supplier and/or Approved Supplier within one month from 1D3’s request, 1D3 considers the respective Supplier and/ or Approved Supplier as never referred by the Referral partner. If due to the Supplier’s delay or failure to provide information and documents necessary for enrolling of the Supplier, 1D3 has not concluded a Supplier Licensing Agreement with the Supplier within two months from the date when the Referral partner has referred the respective Supplier, 1D3 considers the respective Supplier as never referred by the Referral partner.

2.4. Limitations. Clause 2.1 sets forth the entirety of the Referral partner’s right to market, promote, offer and distribute the Services. The Referral partner will not, directly or indirectly: (a) market, promote, offer or otherwise distribute any of the Services except as specifically set forth in this Agreement; (b) remove, alter, distort, cover or otherwise modify any legal notices (including any notice of proprietary rights) appearing in or on, or that may be included with, any content, documentation, or other materials furnished or otherwise made available to the Referral partner by 1D3; and (c) surcharge, bill or collect any fees from Approved Suppliers for their enrolment in or use of the Services. 1D3 may at any time modify its grant of rights to the extent necessary to ensure compliance.

2.5. No unauthorised warranties. The Referral partner shall accurately describe 1D3 and the Services to each Supplier. The Referral partner will make no representation, warranty or description regarding the performance, functional characteristics or other aspects of any Service that is beyond those stated in 1D3’s then-current and approved marketing and promotional strategy for the applicable Service.

2.6. Liability for losses, damages and costs incurred by 1D3. In the event if 1D3 incurs any overdue amounts, loss, damage, cost (including all interest, penalties, fines and legal costs and all other professional costs and expenses) due to an Approved Supplier arising from or in connection with the Supplier Licensing Agreement, 1D3 shall negotiate with the Approved Supplier and endeavour to recover any such losses, damages and costs from the Approved Supplier. In the event if the Approved Supplier does not pay the losses, damages and costs, 1D3 shall be entitled to recover them from the Referral partner. All losses, damages and costs recoverable from the Referral partner under this Clause shall be limited to the amount of the commission received by the Referral partner within the three last months before the losses, damages and costs were incurred by 1D3.

3. 1D3’s obligations

3.1. Services. 1D3 will provide Services to Approved Suppliers to the extent required by, and in accordance with the Supplier Licensing Agreement.

3.2. Supplier rejection. Notwithstanding anything in this Agreement, 1D3 reserves the right to reject any Supplier, refuse to provide Services to any Supplier, or to cease providing Services to any Supplier, each as determined in 1D3’s sole discretion.

4. Commission payment to the referral partner

4.1. Commission. As remuneration for the performance of the Referral partner’s referrer services pursuant to this Agreement, the Referral partner shall be entitled to receive a commission from 1D3 in the amount and according to the calculation agreed in writing between the Parties for each Approved Supplier separately. 1D3 shall pay the commission for a relevant Approved Supplier as agreed between the Parties in writing as long as the Supplier Licensing Agreement or this Agreement has not been terminated, except where the Agreement provides otherwise or it has been agreed otherwise between the Parties.

4.2. Payment. The Referral partner's commission shall be paid upon written request of the Referral partner. If the total amount of the commission does not exceed thirty thousand euros (EUR 30 000) or its equivalent in other currency, 1D3’s expenses for the bank transfer are deducted from the amounts payable to the Referral partner.

4.3. Taxes. All commissions and any other payments to the Referral partner include all applicable taxes. If the Referral partner has not applied the necessary tax to the commission, the amount of the commission together with the tax shall not become higher than the initial amount of the commission and instead the initial amount of the commission shall be considered to have included the tax.

5. Term and termination

5.1. Term. The term of this Agreement commences on the date when both Parties have executed this Agreement, and will continue thereafter on a yearly basis until terminated by either Party as provided under this Agreement.

5.2. Termination by any of the Parties. Either Party shall be entitled to terminate the Agreement for convenience upon written notice of 30 (thirty) calendar days to the other Party. In the event if 1D3 terminates the Agreement according to this Clause, 1D3 shall continue to pay the commission to the Referral partner for each Approved Supplier for three months after termination of the Agreement.

5.3. Termination by any of the Parties due to the breach. Either Party may terminate this Agreement with a prior written notice provided to the other Party (the breaching Party) in the event if the breaching Party materially breaches the Agreement and does not remedy the breach within 30 (thirty) days after receipt of such notice or if the breach cannot be remedied at the reasonable determination of the Party terminating the Agreement. The termination will be effective as of the expiry of the aforementioned time period.

5.4. Termination by 1D3 due to non-performance of the obligations. In the event if the Referral partner does not refer any new Suppliers and shows no reasonable activity in referring Suppliers for three years, 1D3 has the right, in its sole discretion, to terminate the Agreement with immediate effect in its sole discretion.

5.5. Termination in an Insolvency Event. Either Party may terminate this Agreement with immediate effect if the other Party has become subject to an Insolvency Event.

5.6. Effect of termination; Survival. Upon expiration or termination of this Agreement for any reason and, where applicable, the expiry of 1D3’s obligation to pay the commission to the Referral partner due in accordance with clause 5.2.: (i) 1D3 may continue to provide Services to any and all Approved Suppliers; and (ii) all rights and obligations of the Parties under this Agreement shall be extinguished, except the rights and obligations of the Parties under this clause, sections 6 (Representations and warranties), 7 (Warranty and disclaimer), 8 (Limitations of liability), and 9 (Confidentiality – in force for three years after termination of the Agreement) shall survive such expiration or termination.

6. Representations and warranties

6.1. Each Party represents and warrants on a continuous basis during the term of the Agreement that:

6.1.1. it has full power and authority as well as all necessary authorisation, licence, permission and approval (if required under any Applicable Laws), to enter into and perform the Agreement;

6.1.2. its entry into and performance of the Agreement does not, in any material aspect, breach or cause it to be in breach of any agreement, document or licence (including intellectual property licence) that is binding on it;

6.1.3. all information, data and materials provided by it under the Agreement are accurate and complete in all material respects;

6.1.4. no Insolvency Event exists or is threatened in relation to it; and

6.1.5. it is not in material breach of any Applicable Laws.

6.2. Except as expressly provided in the Agreement, there are no conditions, warranties or other terms binding on the Parties with respect to the actions contemplated by the Agreement and to the extent that it is lawful to do, any such condition, warranty or other terms that might otherwise be implied or incorporated herein, whether by statute, common law or otherwise, is excluded.

7. Warranty and disclaimer

7.1. Warranty. 1D3 gives no warranty to the Referral partner regarding the Services or related materials. Any warranty regarding the Services by 1D3, if any, is given directly to Approved Suppliers under the Supplier Licensing Agreement, and the Referral partner may not give such warranties or any representations on 1D3’s behalf. If the Referral partner is dissatisfied by the performance of the Services, the Referral partner’s sole and exclusive remedy is to cease its efforts to refer Suppliers to 1D3 and terminate this Agreement as provided in clause 5.2.

7.2. Disclaimer. Except as expressly set forth in this Agreement, 1D3 specifically disclaims all representations, warranties, and conditions whether express or implied, arising by statute, operation of law, usage of trade, course of dealing, or otherwise, including but not limited to, warranties or conditions of Supplier ability, fitness for a particular purpose, non-infringement, or title with respect to the Services, or any services, materials or goods provided under this Agreement.

8. Limitations of liability

8.1. Each Party (“Indemnifying Party”) shall indemnify the other (“Indemnified Party”) and hold it harmless and indemnified against and in respect of all loss or damage (including all interest, penalties, fines and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Indemnified Party arising out of or in connection with (i) any claim made against the Indemnified Party by any third party as a result of any action or inaction by the Indemnifying Party in connection with the Agreement and/or (ii) any breach by the Indemnifying Party of the Agreement.

8.2. The Indemnifying Party shall not be liable to the Indemnified Party for:

8.2.1. special, punitive, incidental, indirect or consequential loss or damage, loss of, or damage to, data, profits, revenue, anticipated savings, goodwill, business, opportunity, contracts, loss arising from business interruption, whether in tort or contract, and even if such loss or damage was reasonably foreseeable or the Indemnifying Party had been advised of the possibility of the Indemnified Party incurring the same; and

8.2.2. loss or damage due to events beyond the Indemnifying Party’s reasonable control, i.e. force majeure events; and

8.2.3. all loss or damage referred to hereunder shall be limited to the amount of “out-of-pocket” loss or damage actually incurred by the Indemnified Party.

8.3. Notwithstanding anything to the contrary hereunder:

8.3.1. 1D3’s aggregate liability under the Agreement shall be limited to and shall not exceed the total commission paid to the Referral partner before the event that gave rise to such liability; and

8.3.2. 1D3 shall not be liable for any loss, damage, cost (including all interest, penalties, fines and legal costs and all other professional costs and expenses) suffered or incurred by the Referral partner arising from or in connection with 1D3’s compliance with any Applicable Laws.

9. Confidentiality

9.1. Where the Agreement does not expressly provide otherwise, each Party shall:

9.1.1. use the other Party’s Confidential Information solely for the specific purposes for which it was disclosed;

9.1.2. subject to clause 9.2, not publish or otherwise disclose to any third party the other Party’s Confidential Information without its prior written consent; and

9.1.3. take all action reasonably necessary to secure the other Party’s Confidential Information against unauthorised disclosure.

9.2. Each Party (“Disclosing Party”) may disclose the Confidential Information of the other Party if the Confidential Information:

9.2.1. is required to be disclosed by a court of competent jurisdiction or any Applicable Laws;

9.2.2. was lawfully in the possession of the Disclosing Party prior to disclosure to it by the other Party without an obligation restricting disclosure;

9.2.3. is already public knowledge or which becomes so at a future date other than due to an Agreement breach; or

9.2.4. is developed independently by the Disclosing Party without knowledge of the Confidential Information.

10. Changes to the agreement

10.1. Subject to clause 10.2, the Agreement may not be changed unless by an instrument agreed and executed by both Parties in writing.

10.2. 1D3 may, at its own discretion, change the Agreement:

10.2.1. by giving the Referral partner a written notice of not less than 30 (thirty) calendar days;

10.2.2. 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 Referral partner as soon as practicable) or within the time as specified by any written notice to the Referral partner;

10.2.3. if such changes are minor and do not affect the essential elements of the agreement of the Parties, and 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 Referral partner online.

10.4. If the Referral partner does not agree to any changes made under clause 10.2, the Referral partner 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 5.2.

11. Miscellaneous

11.1. This Agreement does not confer on either Party any rights that are exclusive. Each Party is free to contract with others with respect to the subject matter of this Agreement.

11.2. In connection with the services performed under this Agreement, the Parties agree to comply with all applicable anti-corruption and antibribery related laws, statutes, and regulations.

11.3. Communications between the Parties under the Agreement shall be in writing and delivered to a Party at its address, including e-mail address. Any communication sent from a Party’s e-mail shall be deemed authorised by that Party. For e-mail communication 1D3 shall use the Referral partner’s e-mail addresses set out in this Agreement or which have been otherwise notified to 1D3 and the Referral partner shall use the e-mail addresses notified to it by 1D3.

11.4. Communications are deemed received, if by hand, on signature of a delivery receipt; if by post, at 9.00 am UTC + 03:00 on the working day after the day of post; or, if by email or other electronic means, at 9.00 am UTC + 03:00 on the working day after the electronic transmission.

11.5. No waiver of any right or remedy under the Agreement shall be in effect unless executed in writing and shall not be deemed a waiver of any other right or remedy.

11.6. A Party may use the other Party’s trademarks or other Confidential Information for publicity purpose (including any announcement relating to the Agreement) only with prior written consent of the other Party and to the extent permitted by the other Party.

11.7. Neither Party shall assign the Agreement to a third party in whole or in part without the other Party’s written consent which shall not be unreasonably delayed or withheld.

11.8. In case any provision of the Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

11.9. Unless otherwise specified:

11.9.1. clause and section headings shall not affect the interpretation of the Agreement;

11.9.2. words in the singular include a reference to the plural and vice versa and references to “person” include individuals and corporates;

11.9.3. a reference to any Party shall include that Party’s successors and permitted assigns;

11.9.4. a reference to any law or legal/regulatory provision is a reference to it as amended, extended or re-enacted from time to time, including all subordinate measures made from time to time thereunder;

11.9.5. a reference to writing or written includes e-mail or other electronic documentation;

11.9.6. any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

11.10. The Parties do not intend any third party to have the right to enforce any provision of the Agreement, except where such third party is an assignee of rights under the Agreement and such assignment is in accordance with the Agreement.

11.11. The Agreement and any non-contractual obligations arising from or in connection with it shall be governed by and construed in accordance with the laws of Estonia.

11.12. The courts of Estonia shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Agreement.