Referral agreement

This Referral Agreement (hereinafter referred to as "Agreement") is made and entered into by and between AVS TRADE and the respective Referrer as defined here below.

"AVS TRADE" means Technology Improves the World s.r.o., a companywith its registered office located at Bartók Béla út 66. 3. em. 4, Budapest 1114, Hungary (hereinafter referred to as "AVS TRADE" or "Company").

"Referrer" or "You" means the person or company (including Company Name and other information detailed in the form submitted in the Referrer's Account at the AVS TRADE's website located at www.avstrade.me or such other web addresses or uniform resource locators as may be specified by AVS TRADE (collectively, the "Website").

AVS TRADE and Referrer are sometimes referred to as a "Party", and together as the "Parties".

This Agreement is made and entered into following the initial presentation of the Agreement in electronic form by AVS TRADE on the Website and its acceptance thereafter by the Referrer as defied here below.

By Referrer authorization (registration) in Web Service and activation (clicking on) by Referrer of the on-screen button "I agree" or by signing this document (hereinafter referred to as "acceptance"), the Referrer unconditionally accepts this Agreement. In order to get access to and use the Web Service, the Referrer shall irrevocably undertake to observe the provisions of this Agreement. If Referrer uses Web Service and/or provides Web Services on behalf of a company, this means that the company accepts this Agreement and Mandatory Documents as defined below.

The Agreement shall become binding once AVS TRADE has sent to Referrer by email a confirmation of Referrer's registration within Web Service or on the date this document has been signed by Parties, if applicable (the "Effective Date").

WHEREAS

- AVS TRADE is the owner and operator of a unique web service, which allows AVS TRADE's clients to accesses certain content (data in digital form), software programs, interfaces, and provides clients other opportunities described on the Website (hereinafter collectively referred to as "Web Service").

- Referrer wishes to promote, market and advertise the Web Service to potential AVS TRADE clients (Referrals) through its website(s) and other marketing Channels in accordance with this Agreement.

NOW THEREFORE, the Parties agree as follows:

1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 Account: means any accounts or instances created by or on behalf of Referrer or its Agents on the Website.

1.2 Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

1.3 Agent: means an individual authorized to use Web Service through Referrer's Account as an agent and/or administrator.

1.4 Agreement: means this Referral Agreement, which is a legally binding agreement between AVS TRADE and Referrer.

1.5 Channel: means any webpages, websites, interfaces in the Internet, which are legally used by Referrer for provision of Services hereunder.

1.6 Mandatory Documents: a list of documents to be complied with and implemented by Referrer, published on the Website and which may be changed from time to time by AVS TRADE at its sole discretion, including but not limited to:

- Terms of Service and End User Agreement;

- Refund, Cancellation, and Subscription Policies;

- Honor Code;

- Privacy Policy,

- and any other guidelines, policies, requests and rules set by AVS TRADE from time to time, in its reasonable discretion, in connection with Referrer's Services and promotion of the AVS TRADE Service to Referrals.

1.7 Qualified Referrals: Referrals that satisfies the requirements listed in Section 3.3 of this Agreement.

1.8 Referrals: potential clients or users of AVS TRADE Web Service referred by Referrer.

1.9 Referral Fees: a remuneration of the Referrer expressed as a percentage from the Qualified Referrals' payments received by AVS TRADE for the Web Service. The Referral Fees will be credited to the Referrer's Account in the Referral Program section on the AVS TRADE Website according to the Referral Fee Percentage indicated in Section 8 here below and based on the payments received by AVS TRADE from the Qualified Referrals for the Web Service.

1.10 Referral Link: a unique URLs which are generated by the AVS TRADE software and hardware and provided to Referrer after Referrer acceptance to the terms of this Agreement.

1.11 Referral Program: is a special tab within the Partner's Account that is activated by the Partner for the provision of Referral Services and upon the Partner accepts the terms of this Agreement; which contains the necessary online tool for ordering and receiving Referral Links, accounting and statistics of Qualified Referrals, and displaying the balance (including accruals and deductions) of the Referral Fees.

1.12 Referral Services or Activities: a set of activities and services of the Referrer to place Referral Links on the Channels for the purpose of attracting Referrals to the AVS TRADE's Website, their registration at the Website and paying for AVS TRADE Service.

1.13 Website: means a website located on the Internet at https://www.avstrade.me and operated by AVS TRADE or AVS TRADE' Affiliated Person, or such other web addresses or uniform resource locators as may be specified by AVS TRADE.

1.14 Other terms not specifically defined in Section 1 here above shall have the meaning ascribed to them in this Agreement. Unless explicitly defined herein, terms shall be construed firstly in accordance with Mandatory Documents, secondly -- in accordance with the Applicable Law, and then in accordance with the good business practice.

2. GENERAL PROVISIONS

2.1 When registered as a Referrer by acceptance of this Agreement the Referrer or Referrer's Agent confirms that:

- the terms of this Agreement have been read;

- these terms and conditions are understood and unconditionally accepted in full;

- there are no circumstances that prevent the adoption of this Agreement.

2.2 Language. The main language of the contract is English. For convenience, this Agreement is also provided with a translation into Russian. This translation is for purely information purposes. In case of any discrepancy between the English language version of this Agreement and its translation, the English version shall prevail.

2.3 Confirmation of Referrer's data

- AVS TRADE reserves the right but not an obligation to request the Referrer to confirm the information specified in the registration form. For this purpose, AVS TRADE may at any time and at its own discretion to require providing an electronic copy of the Referrer's documents conforming Referrer status (for instance, certificate of incorporation -- if Referrer is a company, or passport -- if Referrer is an individual) or a copy certified by a notary.

- If Referrer has not received a request for scanned or notarized copies of documents, verification procedure of the Referrer's Account is not mandatory, but AVS TRADE reserves the right to restrict access to Referrer to certain types of Web Services.

- In case when since the time of Account registration, any registration data of the Referrer (name, address, or phone number) have been changed, the Referrer shall immediately change the data at Referrer's Account and to notify AVS TRADE regarding such changes.

- Referrer is responsible for the authenticity of the submitted information and documents (copies) and confirms the right of AVS TRADE to contact the law enforcement authorities of the country of the issuer of the document to verify its authenticity and, upon detection of forgery fact, attract Referrer to justice in accordance with the laws the country of issue of the document.

2.4 The information provided. AVS TRADE provides registered Referrerwith: unique ID, Referrer account (referral program), access to otherservices on the Website. Notice on the successful registration to be sent to the Referrer's email (specified during registration).

2.5 AVS TRADE reserves the right to refuse to register a Referrer without explaining the reason; including denying repeated registration attempts in the future.

3. SCOPE OF AGREEMENT

3.1 Subject to the terms and conditions of this Agreement, the Referre places Referral Links at the Referrer's Channels and carries Referral Activities for introduction and reference of Referrals to the AVS TRADE Website for registration and use the Service (hereinafter collectively referred to as the "Referrer's Services"). Referrer agrees to engage in continued, active Referral Activities at the Referrer's Channels using the Referral Links, and to do so in compliance with the terms of this Agreement.

3.2 Referral Procedure. Each Referral shall be referred to AVS TRADE by Referrer online through the Chanel and Referral Link provided by AVS TRADE to Referrer. AVS TRADE shall be responsible for the sales process to all Referrals, subject to the Parties' continued good-faith cooperation in promoting the sales process to Referral.

3.3 "Qualified Referrals" mean Referrals (a) referred by Referrer to AVS TRADE and who complete the sign-up procedure in accordance with the procedure described in the Website; (b) of whom AVS TRADE has no record in connection with the AVS TRADE Service, or who are not, at the time referred to AVS TRADE by Referrer, in any contractual relations or ongoing negotiations with AVS TRADE in connection with the AVS TRADE Service; (c) who accept the Terms of Service and End User Agreement, Refund, Cancellation, and Subscription Policies, Honor Code, Privacy Policy and acquire within one hundred (100) days of being referred to AVS TRADE by Referrer, at a Referral's own discretion and without receiving any monetary or other incentive from Referrer, at least monthly subscriptions for any of the paid AVS TRADE Service Plans and (d) who are not rejected by AVS TRADE, and make at least one payment to receive the AVS TRADE Service. All Referrals will be deemed rejected by AVS TRADE if they do not become a Qualified Referral within one hundred (100) days of first being submitted to AVS TRADE by Partner. On a case by case basis, the Parties may mutually agree in writing (email sufficing) to waive or extend the one hundred (100) day time limit for a particular Referral.

3.4 In turn, for the Referral Services carried out by the Referrer and which led to receiving by AVS TRADE of Qualified Referrals, the Partner shall be entitled to be credited with the Referral Fees in accordance with this Agreement.

3.5 Prior to render or otherwise implement Referral Activities, the Referrer shall check the terms and conditions of its own Referral Activities to be performed for compliance with law of the its country or state of registered office and law of the country where such Referral Activities is/are being performed (hereinafter collectively referred to as the "Legal Requirements"). In order to learn more about the Legal Requirements applicable to Referral Activities to be performed, each Party should contact the respective authorities, local legal experts or other advisers competent to give appropriate recommendations in such country or state of registered office and law of the country where such Referral Activities is/are being performed.

3.6 While performing Referral Activities hereunder, Parties shall cooperate in good faith and on the basis of mutuality.

AVS3.7 In entering this Agreement, Referrer further recognizes and accepts the MS TRADE's Mandatory Documents in all matters involving privacy of Referrals' information.

4. COMISSIONS. REFERRAL FEES. CREDIING, CHARGING, USE AND WITHDRAWAL OF REFERRAL FEES

4.1 Responsibilities. AVS TRADE shall collect all fees from Referrals for the AVS TRADE Service directly from Referrals ("Subscription Fees").

4.2 Referral Fees. Upon a Referral becoming a Qualified Referral, Referrer shall be entitled to receive referral fees in arrears at the applicable percentage listed in Section 8 below ("Referral Fee Percentage") (excluding any discounts) of each Subscription Fee payable by the Qualified Referral for the associated paid subscription ("Referral Fees"). For clarity, Referrer shall only receive Referral Fees on a Qualified Referral's paid order.

4.3 If a Qualified Referral terminates his/her subscription on the AVS TRADE Service or his / her subscriptions have been canceled, withdrawn, annulled or otherwise terminated by either party to the transaction after Referral has become a Qualified Referral, Referrer will not receive the Referral Fee for such Referral and if such Referral Fee hasbeen paid already, AVS TRADE is entitled to deduct such an amount from any amounts payable to the Partner, or to demand the return of such amounts from the Partner. In this case, the Referrer shall return to AVS TRADE the amount of Referral Fees received for unconfirmed Referrals, within 30 (thirty) days from the receipt of AVS TRADE notice.

4.4 Referrer has the right to use the Referral Fees at his/her discretion. The Referral Fees can be used as payment for AVS TRADE services, can be saved on the Referrer's Account in the Referral Program section, or can be withdrawn by Referrer to their digital wallet operated by an independent provider and partnered with AVS TRADE (the "E-wallet"). Only Referrers who are individuals can withdraw to the E-wallet.

4.5 Referrer may withdraw the Referral Fees from the Referral Program to the E-wallet at any time. AVS TRADE does not control and is not responsible for all subsequent transactions and movements of the Referrer's funds, including commissions and any other payments related to the withdrawal of the Referral Fees.

4.6 The Referral Fees have a limit on the amount available for withdrawal. In this case, the withdrawal is subject to these restrictions. The minimum amount of the Referral Fees that can be withdrawn to the E-wallet cannot be less than USD 50.00 (fifty US dollars) or such any other amount established by the E-wallet provider. Upon reaching this amount, Referrer can apply for withdrawal at his Account.

4.7 If Referrer does not withdraw of the Referral Fees to the E-wallet, the amount of the Referral Fees remains on his/her Account in the AVS TRADE system, and Referrer cannot claim any interest or penalties.

4.8 All fees and charges associated with the withdrawal of the Referral Fees and any other payments shall be paid solely by the Referrer.

5. WARRANTIES

5.1 The Referrer warrants not to associate Referral Links and Referral Activities with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in AVS TRADE's sole discretion. The Referrer agrees not to send unsolicited electronic messages to multiple unrelated recipients ("Spamming") in promoting AVS TRADE's Website, Referral Links or Referral Activities, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.

5.2 Referrer shall not itself, or through any its Affiliates, (i) publish and place Referral Links together or near with names, signs and images and any other information regarding substances, services, products or materials which may not be allowed for demonstration under any Legal Requirements and (ii) shall not engage in any other illegal or fraudulent activities recognized as such by any applicable laws.

5.3 Both Parties represents and warrants:

- each Party has full power and authority to enter into this Agreement, to perform its obligations hereunder and to grant the rights granted hereunder;

- to the knowledge of the AVS TRADE, the AVS TRADE's Referral Links do not infringe any intellectual property rights, copyright or patent, violate any proprietary or privacy right, or contain any scandalous, libelous, or unlawful matter;

- each Party will comply with all applicable laws, rules and regulations in the performance of its obligations hereunder;

- the Party's execution and performance of this Agreement will not conflict with, violate or otherwise result in a breach of any of the terms of any contract or agreement or terms of engagement to which he is bound, or to the knowledge of such Party, violate any law, regulation, order, judgment or decree of any court, arbitrator or any other governmental or regulatory body binding upon such Party.

6. TERM AND TERMINATION

6.1 This Agreement shall become effective as of the Effective Date andshall be valid until it is terminated by either Party.

AVS TRADE is entitled to terminate this Agreement at any time for any orno reason by giving a notice by email to Referrer in one (1) day prior to termination.

6.2 Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that.

6.3 Effect of Termination. From and following the date of termination of this Agreement the Referrer's rights under this Agreement shall terminate, and Referrer shall not be entitled to use AVS TRADE's Referral Links, and shall stop do any Referral Activities. In case of termination the Referrer shall no longer receive any Referral Fees or payments.

7. MISCELLANEOUS

7.1 Modification of Agreement. AVS TRADE may modify this Agreement from time-to-time at its discretion by posting a change on the Website or notifying Referrer via email. If Referrer objects to any such change, Referrer may terminate this Agreement. Where Referrer's continued performance of Referrer's services (Referral Activities) following changes to this Agreement, this shall constitute binding acceptance of this Agreement as amended.

7.2 Assignment. AVS TRADE may assign in whole or in part AVS TRADE's rights and obligations under this Agreement at any time to any third party. Referrer may not assign or transfer Referrer's rights and obligations under this Agreement without AVS TRADE's prior written consent.

AVS7.3 Intellectual Property Rights. All respective AVS TRADE's intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) and related content and technology around the world ("AVS TRADE's IP Rights") are and will remain the exclusive property of AVS TRADE and its Affiliates. Referrer's right to use the AVS TRADE's Referral Links is at the discretion of AVS TRADE and is subject to Referrer's compliance with the terms of this Agreement, and with all applicable laws and regulations. The Referrer agrees to (a) not use any AVS TRADE's IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any AVS TRADE's IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any AVS TRADE's IP Rights; (d) promptly notify AVS TRADE of any unauthorized use of any AVS TRADE's IP Rights of which the Referrer has actual knowledge; and (e) always use the AVS TRADE's Referral Links in compliance with this Agreement, in good faith, honesty and reasonableness.

7.4 No Waiver. Either Party's failure to enforce the other Party's strict performance of any provision of this Agreement will not constitute a waiver of the first Party's right to subsequently enforce such provision or any other provision of this Agreement.

7.5 Warranty. Referrer warrants that at all times during the Term Referrer will comply with all applicable laws, regulations, codes of practice, as well as this Agreement and Mandatory Documents. During the Term and after termination of this Agreement for any reason whatsoever, Referrer expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of AVS TRADE and will not make, publish or allow to be made or published anydisparaging remarks concerning AVS TRADE, its representatives, or Web Service.

7.6 Disclaimer of Warranty. AVS TRADE makes no other warranty, express or implied, of any kind and AVS TRADE expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.

7.7 Limitation of Liability. Neither AVS TRADE nor any officer, employee, director or any other representative of AVS TRADE shall be liable towards Referrer or towards any third party, under or in connection with this Agreement or its termination, in contract, pre-contract, tort or otherwise for (a) any economic loss (including loss of revenues, profits, contracts, business or anticipated savings) or (b) any loss of goodwill or reputation. Such losses include, without limitation, any special, indirect, incidental, statutory, punitive or consequential losses or damages as well as any losses or damages caused by interruption of operations.

7.8 Independent Contractors. The Parties herein act on their own behalf as independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and Referrer is expressly precluded from acting on AVS TRADE's behalf. Referrer's display of Referral Links under this Agreement, other content presented by AVS TRADE, or contact among Referrer and third parties shall not misrepresent the relations described herein.

7.9 Indemnification. Referrer will indemnify, defend and hold AVS TRADE and its subsidiaries, affiliates, officers and employees (the "AVS TRADE Indemnified Parties") harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys' fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the AVS TRADE Indemnified Parties arising from any of the following: (a) a breach of the Agreement by Referrer; (b) the negligence, gross negligence or willful misconduct of Referrer or its employees, agents or contractors; or (c) a failure by Referrer or its employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore; (d) violation by Referrer or Referrer's subsidiaries, affiliates, officers and employees of the intellectual property rights of third parties.

7.10 Confidential Information. The Referrer guarantees that all information received from AVS TRADE before, during and after the conclusion of the Agreement shall remain confidential. Information shall in any event be considered confidential if related to Referrer bonuses, pricing, discounts, Referrals' information, including. Their payments, or if designated as confidential by AVS TRADE.

7.11 Force Majeure. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. "Force majeure" events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by AVS TRADE's suppliers or defects in objects, materials or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to the other Party, which enters into force immediately upon receipt of the notice.

7.12 Entire Agreement; Severability. This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties' respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

7.13 Non-Disparagement. During the Term and for five (5) years thereafter, Referrer agrees that it will not disparage AVS TRADE or any of its officers, directors or employees, or products or Web Services or otherwise take any action that could reasonably be expected to adversely affect AVS TRADE's reputation. For purposes of this Agreement, "disparage" shall mean any negative statement, whether written or oral, about AVS TRADE or any its officers, directors, employees or contractors, services or websites. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the AVS TRADE refusing to enter into this Agreement.

7.14 Parties' Expenses. The Parties shall each carry and pay all their respective costs, charges and expenses incurred by it in the performance of this Agreement, except as otherwise may be agreed-upon by the Parties in writing in advance.

7.15 Notices. All notices relating to this Agreement shall be delivered via email.

7.16 Language. This Agreement is made in English. If any translation of this Agreement into another language conflicts with its version set out in English, then the version in English shall prevail and shall be used for any interpretation.

7.17 Governing Law; Jurisdiction; Dispute Resolution. Parties acknowledge and agree that this Agreement shall be governed by law of Hungary, with no reference to its conflicts of law principles (the "Applicable Law") except for its conflicts of law principles and the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG). The Parties agree to submit to the exclusive jurisdiction of the Hungarian courts in relation to any dispute concerning this Agreement. All claims, disputes, disagreements that may arise between Parties during performance of this Agreement shall be resolved by way of negotiations. The Parties agree that each of the Parties may send a claim to the other Party on an individual basisand not as a plaintiff, representative or attorney. In the event that Parties do not reach an agreement to resolve the dispute within two (2) months from the beginning of the negotiations, the dispute shall be referred to the court in accordance with this Section.

8. Referral Fees Percentage

8.1 Subject to the terms and conditions of the Agreement, Referrer is entitled to receive 10% of each payment made by the Qualified Referrals.

8.2 AVS TRADE is entitled to change the Referral Fees Percentage at any time for any or no reason by giving a notice to Referrer by email in one (1) day prior to any change.