This Agreement explains the terms of the affiliation among Lawsyst (“the Company”), powered by IT Sec Ltd., and the affiliate (“the Partner”). This Agreement authorizes the Partner to send Internet users to the Company’s network of websites (“the Site(s)”) and to relevant product or products (“the Product”) via the Partner’s website(s). Both, the Company and the Partner are in full agreement that:

1.1 The Company encompasses a group of online products or services including, but not limited to, professional business identity such as office stationeries, websites, online systems, tracking systems and others.

1.2 The Partner is dedicated to promoting the Site(s) and/or the Product via online and/or offline methods to general public and businesses who visit and buy on the Site(s) (“Customers”) as per the terms and conditions of this Agreement

2.1 The terms of this Agreement clearly indicate that the Partner will earn commissions in return for promoting the Site(s) and/or the Site(s) Products as per the Company guidelines.

2.2 The Company is committed to offering its Services or Products to the Partner at the same price as these Products are offered to Customers, and the Partner is in agreement to sell the Company’s Products at the same rates. The Partner accepts to not make any amendments to any Site(s) content, unless specifically approved by the Company in writing.

2.3 The Partner confirms their understanding and agrees that this Agreement to the Site(s) is non-exclusive. The Company, with its sole judgment, may choose to have one or more Partners with promotional rights in the same geographical region. The Company itself and the other Partners can also promote and sell the same Products to Customers regardless of their location in the world.

2.4 The Partner must avoid the usage of any automated or robotic lead-generation or browser redirection to any tracking URLs provided by the Company. The Partner fully understands and agrees that the Company may do traffic examination to evaluate the purchase conversion rates. The Company, in its sole discretion, reserves the right to terminate the Agreement if the conversion rate is found to be below a reasonable conversion rate.

2.5 The Partner will act in accordance with all policies and procedures of the Company in relation to all its staff and partners, as communicated to the Partner and are subject to change from time to time.

3.1 The Partner accepts the information contained on the Site(s), and agrees to make no modifications to the data, information, or graphics, including logos and trademarks, contained on or provided by the Site(s) (“Site Content”), except where deemed appropriate between the parties, in writing.

3.2 The Company will ensure the availability of all the graphics and related technical support needed to assist the Partner’s agreement with clause 2.1. The Partner is offered an opportunity to modify the Site Content only to the extent approved by the Company in writing.

3.3 The Company will offer reasonable technical support to the Partner during the period of the Agreement.

4.1 To the extent permitted at law, the Company excludes all express and implied conditions and warranties of the Site(s) or its performance, usability and/or functionality. All implied warranties of merchantability, fitness for a particular purpose, and non-infringement by the Company are explicitly excluded. In addition, the Company makes no representation or warranty that the operation of the Site(s) shall be carried out without interruption or error-free, and it is not responsible for the consequences to the Partner of any interruptions or errors.

4.2 The parties agree that any liability of one party to the other party for loss of revenue, loss of profits, loss of anticipated savings, pure economic loss, loss of data, loss of value of equipment, loss of opportunity or expectation loss and any other form of consequential, special, indirect, punitive or exemplary loss or damages suffered or incurred by the other party in connection with this Agreement is excluded.

4.3 The exclusion of liability in clause 4.2 does not apply to claims due to loss or damage caused by use of the Site(s) in violation of the terms of this Agreement or intellectual property breaches, personal injury or death or breaches of confidentiality.

4.4 The parties agree that any liability of that party to the other party for loss under or in connection with the Agreement is reduced to the extent that the other party’s acts, omissions or equipment cause or contribute to that loss.

4.1 – 4.4 above, the Company’s liability for loss suffered or incurred by the Partner in connection with this Agreement, whether based in contract, tort (including negligence), statute or otherwise, is limited in aggregate to the total amount of commission paid to the Partner in respect of confirmed bookings during the preceding 12 months prior to the occurrence of the event causing the loss.

4.6 The Company is liable exclusively for the development, function and upholding of the Company’s operating systems and the Site(s), the accurateness and relevance of communications with customers and making certain that any materials published on the Site(s) of the Company are not slanderous or otherwise against the law.

4.7 The Partner indemnifies the Company against loss incurred by the Partner and related to the development, upholding, function and content of the Partner’s website(s).

4.8 The Partner accepts that the Company has no control over the end users of the Partner’s website(s) and indemnifies and will keep the Company indemnified for any loss suffered by the Company in relation with an end user claim, whether based in contract, tort (including negligence), law or otherwise.

5.1 The Company is liable for all matters involving the order or purchase process, and the Partner shall not get involved in any correspondence or communications in any way with the Customers. Any communication received from Customers by the Partner related to the operations of the Company shall instantly be forwarded to the Company. All communication received from Customers by the Company related to the operations of the Partner shall instantly be forwarded to the Partner.

5.2 The Partner does not have any authority to create, publish, dispense, or allow any written material, which relates to or references the other party, without prior written approval, which shall not be unfairly withheld or postponed. Moreover, the Partner cannot make declarations or statements to the public or a third party in terms of the association with the company or the transactions described in this agreement without the prior written approval of the company, which shall not be unfairly withheld or postponed.

7.1 The Site(s) is simply for the own use of the Partner’s Customers. Any utilization of the Company’s information acquired from the Site(s) for chain letters, junk mail, “spamming”, solicitations (commercial or non-commercial) or bulk communications of any kind including but not limited to distribution lists is strictly prohibited. If the Partner performs against this agreement, the Company reserves the right to instantaneously terminate the contract without any notice.

7.2 Each party fully agrees to keep the other party’s Private, Secret and Confidential Information completely private, secret, and confidential and to only reveal such Confidential Information to those of its employees, agents, contractors or advisers.

7.3 The obligations of confidentiality in clause 6.2 do not apply to the level that exposure is required by law or according to a direction of a government body.

8.1 The commencement of the Agreement shall be on the date when the application is approved by the Company.

8.2 Both parties have the right to terminate this Agreement without any time restrictions, with due notice given to the other party.

8.3 Either party is capable of terminating this Agreement, effective immediately, by giving written notice to the other party if the other party:

8.3.1 breaks a material condition of the approved Agreement and that violation is not capable of remedy or, if capable of remedy, is not remedied within 7 days after notice is given.

8.3.2 Any step has been taken to appoint a receiver, controller, liquidator, provisional liquidator, administrator or other person in whole or in part, of the other’s assets or business(es).

8.4 In case of termination regardless of the reason other than breach by the Partner, any amount owed to the Partner, which is lower than the least amount approved in Clause 6.2, will be given up by the Partner. In case the Agreement is terminated due to a violation by the Partner, no outstanding commission amounts, including those earned before the agreement was terminated, shall be payable by the Company.

8.5 In case of termination regardless of the reason, the Partner shall without delay stop using any Company logos, trade names or trademarks, links to the Site(s) and any licenses issued under clause 9.2 of this Agreement shall come to an end.

9.1 Each party has and keeps all rights, title and interest of their names, logos, trademarks, copyrights, service marks, patents, and copyrights of their technology and properties. Both parties do not have the authority to copy, distribute or use such intellectual property rights, unless it is specifically allowed under this agreement.

9.2 The Company grants the Partner, during the period of the Agreement, a worldwide, non-transferrable, non-exclusive, license to offer access to the Site(s) to Customers using HTML links on the Partner’s personal website(s) and utilize any logos, trade names, trademarks provided by the Company exclusively for the display of such links and in accordance with any other limitations of use communicated by the Company.

9.3 The Partner shall not be allowed to carry out any advertising and/or marketing activities which could be misunderstood or misapprehended as directly coming from the Company. These activities incorporate, but are not limited to, making use of the trademark of the company, or any logos it owns, or using the name(s) of Company in search engine advertising without first acquiring the Company’s permission in writing. In addition, the Partner is in agreement it will not show that it is in any way affiliated with the Company other than what is explicitly defined in this Agreement.

9.4 The Partner is in full agreement to avoid bidding for keywords on search engines, which are directly related in any way to name(s) of the Company. These keywords incorporate, but are not limited to: Lawsyst, Lawsyst management software, Lawsyst Legal Case Management System etc.

9.5 Any violation of this clause 8 shall be considered to be a material breach of this Agreement and the Company shall have full authority to immediately cease this Agreement and pursue any remedies available to it at law.

9.1 Each party has and keeps all rights, title and interest of their names, logos, trademarks, copyrights, service marks, patents, and copyrights of their technology and properties. Both parties do not have the authority to copy, distribute or use such intellectual property rights, unless it is specifically allowed under this agreement.

9.2 The Company grants the Partner, during the period of the Agreement, a worldwide, non-transferrable, non-exclusive, license to offer access to the Site(s) to Customers using HTML links on the Partner’s personal website(s) and utilize any logos, trade names, trademarks provided by the Company exclusively for the display of such links and in accordance with any other limitations of use communicated by the Company.

9.3 The Partner shall not be allowed to carry out any advertising and/or marketing activities which could be misunderstood or misapprehended as directly coming from the Company. These activities incorporate, but are not limited to, making use of the trademark of the company, or any logos it owns, or using the name(s) of Company in search engine advertising without first acquiring the Company’s permission in writing. In addition, the Partner is in agreement it will not show that it is in any way affiliated with the Company other than what is explicitly defined in this Agreement.

9.4 The Partner is in full agreement to avoid bidding for keywords on search engines, which are directly related in any way to name(s) of the Company. These keywords incorporate, but are not limited to: Lawsyst, Lawsyst management software, Lawsyst Legal Case Management System etc.

9.5 Any violation of this clause 8 shall be considered to be a material breach of this Agreement and the Company shall have full authority to immediately cease this Agreement and pursue any remedies available to it at law.

10.1 This Agreement ensures the understanding between the parties and surpasses all oral or written contracts or arrangements between the parties as to the specified purpose of this Agreement. This document may be varied by both parties after they sign a written agreement. Both parties take responsibility for their own expenses and legal costs associated with this agreement.

10.2 The Company and the Partner acknowledge that the Partner is an autonomous contractor for all intents and purposes. Nothing in this Agreement shall represent the Partner as the legal representative or the agent of the Company for any reason whatsoever, nor shall it be interpreted to create a partnership or joint venture between the parties. Neither the Company nor the Partner, including their personnel, shall be considered to be in the employment of the other. Each party takes responsibility for any withholding taxes, workers’ reimbursement and all other matters involving work and taxation.

10.3 This Agreement shall be governed in accordance with U.K. law.

10.4 This Agreement is non-transferable by either party, except by operation of law, without the prior written approval of the other party, and any attempt to transfer without the written approval of the other party shall be considered invalid.

10.5 Any notices needed under this Agreement must be: (i) in writing and (ii) sent personally, via registered mail, fax or email to the other party at that party’s last acknowledged address.

10.6 Both parties agree that a waiver by either party of a violation of any provision shall not be held to be a waiver of any consequent violation.

10.7 Both parties acknowledge that each party shall be relieved of its responsibilities to the extent that it is not capable of fulfilling them due to circumstances beyond its reasonable control. In case such an event occurs, the other party must be notified by the affected party as soon as possible.