By accessing and using services provided by 1ClickFactory through our website (hereinafter, the “Services”), you accept and agree to be bound by these terms and conditions (hereinafter, the “Terms of Service”).

1ClickFactory reserves the right, at its sole discretion, to modify and update the Terms of Service at any time. It is your responsibility to check the Terms of Service periodically. The most current version of the Terms of Service can be reviewed by clicking on “Terms of Service” link located at the bottom of 1ClickFactory website at:https://partners.1clickfactory.com/ (hereinafter, “1ClickFactory Website”).

This version of Terms of Service was last time updated: 20 June, 2016

1. CONTENT

1ClickFactory may provide you with variety of resources, including information about 1ClickFactory and Services, download areas and any other data accessible on 1ClickFactory Website, including but not limited to text, graphics, trademarks, logos, pictures, visual interface, agreements, automated tools, proposals, sales and marketing toolkits (hereinafter collectively referred to as the “Content”).

2. COPYRIGHT

The Content and arrangement of such Content, contained on 1ClickFactory Website is owned, controlled and/or licensed by or to 1ClickFactory and is protected by copyright, trademark and other intellectual property laws. Use of the Content is governed by the terms of the license agreement, if any, that accompanies or is included in the Content.

If any Content is made available to you without license agreement, then you may use the Content for purposes of internal use only.

Except as provided in the Terms of Service or certain license agreement, no part of 1ClickFactory website and no Content may be copied, reproduced, republished, localized, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without 1ClickFactorys’s express prior written consent.

All Services of 1ClickFactory are protected by copyright laws, trademark laws, and other laws regarding trade secrets and intellectual property rights. 1ClickFactory, its licensors and suppliers retain all copyrights and other intellectual property rights in and to the Services, including but not limiting to supporting documentation, and all copies, parts and translations hereof.

All rights not expressly granted under the Terms of Service or separate agreements are reserved by 1ClickFactory.

3. 1CLICKFACTORY TRADEMARK

1ClickFactory and all other names and logos reflecting 1ClickFactory’s business are trademarks owned by 1ClickFactory. 1ClickFactory does not give permission to use such trademarks without prior 1ClickFactory’s consent, and such use may constitute an infringement of intellectual property rights.

Neither the company name of 1ClickFactory nor its trademarks shall be used to identify your business and shall not be incorporated into any trading name, logo or trademark of yours.

4. REGISTERED USERS

Access to valuable development, sales and marketing tools, as well as possibility to order certain Services is available to registered users of 1ClickFactory Website only.

In order to be a registered user of 1ClickFactory Website you have to be an authorised Microsoft partner (hereinafter separately referred to as the “Partner”, and collectively as the “Partners”).

Services of 1ClickFactory are provided exclusively on B2B basis. Therefore, only Partners and their employees can become registered users of 1ClickFactory Website. However, customers and end-users may contact us at: service@1clickfactory.comand we will provide them with detailed information about our Services and/or help them find Dynamics partner that will provide Services to them.

5.REGISTRATION FORM AND PROCESS

If you want to become a registered user of 1ClickFactory Website, you have to provide 1ClickFactory with complete and accurate personal and Partner-related information as indicated by the applicable registration form. Registration process consists:

1. Partner registration process.

2. Role assignment process.

Every registered user will be verified by 1ClickFactory on a case-by-case basis.

1ClickFactory reserves the right not to complete registration process or not to provide access to all or certain parts of “Registered Users” section if registration data is incorrect, incomplete or misleading or does not sufficiently reflect the person registering and/or Partner represented by such person, the person registering is not a representative of Microsoft partner or in any other way may not be entitled to be a registered user of 1ClickFactory Website.

If you are the first representative of a Partner that is registering on 1ClickFactory Website, you will be entitled to create new users and assign roles for other users representing the same Partner. Assignment of roles and permission levels must accurately represent authorization rights granted by the respective Partner. You may be held liable for providing inaccurate, incorrect or misleading information.

Furthermore, you are entirely responsible for maintaining the confidentiality of the password and account as well as any and all activities that occur under your account. You agree to notify 1ClickFactory immediately of any unauthorized use of your account or any other breach of security.

6.   REQUEST FORMS

If you are required to fill in any request form, you have to complete the registration or request process by providing 1ClickFactory with complete and accurate information and follow the process as indicated in the form.

7.   PRIVACY AND PROTECTION OF PERSONAL INFORMATION

1ClickFactory ensures you that all personally identifiable information is used in accordance with 1ClickFactory Privacy Policy.

8.   REQUEST FOR PROPOSAL

For certain Services you may have to request assessment and proposal from 1ClickFactory (hereinafter, the Proposal) by providing the required data.

While 1ClickFactory is using its reasonable efforts to provide the Proposal to you in a timely manner, it does not commit to any deadlines.

Once the Proposal is prepared, the Partner is granted a non-exclusive, non-transferable and worldwide right to use the Proposal for internal purposes and to distribute it to its respective customers.

Please note, that price established in proposals for subscriptions is tentative only, i.e. actual price for the Services may vary according to changes in usage.

In case 1ClickFactory requests you to use any data collection tool for collection of information necessary for assessment and preparation of the Proposal, please note that it is your sole responsibility to inform the Partner’s customer about such tool before implementing it in customer’s environment. Official consent from the customer may be required depending on local and international data privacy laws.

The exemplary version (could vary depending on the service the request for Proposal is provided for) of such consent could be:

“Customer (name) agrees and gives its consent to Partner (name) and its partner “1ClickFactory” to access the information collected by 1ClickFactory data collection tool from customer application such as kernel version, application version, localization version, company IDs and the number of companies existing in the solution and virtual companies including their structure (companies and table collections in a virtual company) or any other data necessary for the purpose of identifying the scope of the service.”

1ClickFactory is entitled to use general know-how gained during the assessment of your request for Proposal for improving 1ClickFactory services and use your data in aggregated form for statistical purposes.

9.   TECHNICAL PARTNER OR CUSTOMER DATA

Any technical proprietary data you provide us with when using the Services is stored on 1ClickFactory servers and it is used only to provide ordered Services to users and their respective Partners. This may include preventing, detecting and repairing problems affecting the operation of 1ClickFactory Website and the improvement of features that involve the detection of, and protection against, emerging and evolving threats to the users.

We use secure encrypted channel via the internet for transition of files. You have a right to request us to destroy and delete any or all proprietary data of yours or your customer from 1ClickFactory servers and we shall be obliged to do so within 3 (three) working days after the receipt of such written request.

10.CONFIDENTIALITY 

Confidential information is any data or information that is of value to one or both of the parties and that is not generally known to either party's competitors, which includes, but is not limited to, trade secrets, processes, outcome of and feedback on Services, source code, object code, specifications, designs, programs, product development, software packages and related documentation, technical know-how, concepts, ideas, methods and procedures of operation, business and marketing plans, proposals, pricelists, financial information, reports and communications, customer lists, employee lists, data, as well as the nature and results of the either party’s research and development activities, and all other materials or information related to the business or activities of the parties (hereinafter referred to as the "Confidential Information").

Information shall not be considered to be Confidential Information nor subject to the Terms of Service if it can be demonstrated: (a) to have been rightfully in the possession of the receiving party from a source other than disclosing party prior to the time of disclosure of said information to the receiving party hereunder (hereinafter referred to as the “Time of Receipt”); (b) to have been in the public domain prior to the Time of Receipt; (c) to have become part of the public domain after disclosure by publication or by any other means except an unauthorized act or omission on the part of the receiving party or its employees or agents; (d) to have been supplied to the receiving party after the Time of Receipt without restriction by a third party who (to the actual knowledge of the receiving party) is under no obligation to the disclosing party to maintain such information in confidence; (e) to have been independently developed by the receiving party prior to the Time of Receipt, without the use of Confidential Information of the disclosing party.

In addition, if the receiving party receives a subpoena or other validly issued administrative or judicial notice requesting the disclosure of the disclosing party’s Confidential Information, the receiving party (i) shall promptly notify the disclosing party in writing to allow the disclosing party a reasonable opportunity to resist such disclosure and/or seek a protective order before the required time for disclosure, and (ii) if requested, shall provide reasonable assistance, at the disclosing party’s expense, to the disclosing party in resisting the disclosure and/or seeking a protective order to govern the disclosure. Subject to its obligations stated in the preceding sentence, the receiving party shall be entitled to comply with any binding subpoena or other process to the extent required by law, but shall in doing so make every effort to secure confidential treatment of any Confidential Information it is compelled to disclose and shall not disclose any more Confidential Information than is necessary to comply with the subpoena or other process. For the avoidance of doubt, any Confidential Information disclosed by the receiving party under these circumstances shall remain subject to the terms and conditions of this Agreement both before and after such required disclosure, for the Term of this Agreement and 3 (three) years after its termination.

With respect any Confidential Information supplied in connection with the Services and/or designated by the parties as confidential, parties agree to: (i) protect the Confidential Information in a commercially reasonable and appropriate manner consistent with applicable professional standards; (ii) use Confidential Information only for the purposes stated under this Agreement; (iii) reproduce Confidential Information only as required to effect the purposes stated under this Agreement; and (iv) Parties shall make sure that their respective employees and/or subcontractors shall keep retained Information confidential on the same terms as set forth in this Agreement.

Subject to the foregoing, the parties may disclose Confidential Information to their affiliates or third parties if parties deem commercially reasonably necessary to perform and complete the work under this Agreement.

Upon demand of the disclosing party, the receiving party shall destroy all of the retained Confidential Information (including any copies or reproduction thereof).

11. MARKETING AND SALES TOOLKITS

On 1ClickFactory Website you will be able to access marketing materials and presales materials, agreements, templates, guides, methodologies, and patterns prepared and supplied by 1ClickFactory with regard to 1ClickFactory Services or go-to market plan, including but not limited, to (i) upgrade demand generation marketing toolkits for campaigns and events; (ii) marketing collateral such as factsheets, white papers, brochures; (iii) 1ClickFactory Upgrade ROI Tools NAV and AX (Customer version); (iv) tools marketing collateral such as demos, factsheets, info graphics; (v) Proposal documents (“Marketing and Sales toolkits”). Most of the Marketing and Sales Toolkits are available for registered users of 1ClickFactory Website only.

Registered users of 1ClickFactory Website are also authorized to use Marketing and Sales toolkits without concluding separate license agreements, and to modify, localize and distribute for the purpose of marketing 1ClickFactory Services. However, you are responsible that modified and localized version of Marketing and Sales toolkits represents 1ClickFactory Services accurately.

If any of Marketing and Sales toolkit is accompanied or includes license agreement, such Marketing and Sales toolkit will be governed by license agreement only and above mentioned provision will not apply.

The user may be requested to pay additional fees for certain Marketing and Sales toolkits; in such cases 1ClickFactory will provide information on the terms of use of such toolkits before you get an access to use them.

12. FREE 1CLICKFACTORY TOOLS

Some of tools are created and developed by 1ClickFactory and provided to you at no charge to improve efficiency of or provide additional value to the Services (hereinafter, “Free 1ClickFactory Tools”).

You have the sole responsibility and liability for the selection and use of Free 1ClickFactory Tools, as well as for the results and outcome of the use of Free 1ClickFactory Tools. You agree that you will use Free 1ClickFactory Tools at your own risk and will not rely or treat any Free 1ClickFactory Tools as an expressed warranty.

While Free 1ClickFactory Tools are provided in good faith, Free 1ClickFactory Tools are being delivered “AS IS” and 1ClickFactory makes no warranty as to their use or performance. 1ClickFactory does not and cannot warrant the performance or results you may obtain by using Free 1ClickFactory Tools. Except for any warranty, condition, representation or term to the extent to which cannot or may not be excluded or limited by applicable law, 1ClickFactory makes no warranties, conditions, representations or terms as to any matter including without limitation non-infringement of third party rights, merchantability, integration, satisfactory quality or fitness for any particular purpose. You agree that you will use Free 1ClickFactory Tools at your own risk and will not rely or treat any Free 1ClickFactory Tools as an expressed warranty.

If any of Free 1ClickFactory Tools are provided with additional terms of use, such terms will prevail over the abovementioned terms.

13. SEPARATE AGREEMENTS

The Services made available through 1ClickFactory website may be in addition subject to separate service agreements between the parties, whether concluded manually or online. In case of discrepancies between the Terms of Service and such agreements, terms of agreements shall prevail.

14. REVISION OF PRICES

1ClickFactory reserves a right, in its sole discretion to revise pricing for the Services at any time with a notice of 90 (ninety) days subject to a condition that already ordered Services will be provided in accordance with the terms applicable at the time of order.

1ClickFactory reserves a right to lower prices for the Services at any time.

15.PAYMENT METHODS

All prices for the Services are excluding VAT and local taxes.

You can pay for the selected Services by using one of the following payment methods:

- paying by credit card;

- paying in “Clicks” (see section 15.2 “CLICKS”);

- paying by bank transfer.

Regardless which payment method is used, when ordering paid Services, you will always have to go through the check-out process: adding chosen Services or Clicks to the cart and confirming the order and the price.

Payments shall not be processed before order has been confirmed.

15.1    Credit Card

When using credit card payment option, users will gain access to the Services or fill their click-credit account, whichever the case, instantly. If you wish to make a credit card payment in your local currency, exchange rate from EUR or USD to your local currency will be set according to the terms and conditions of your bank service provider.

15.2. “Clicks”

Some of the Services may be purchased by using 1ClickFactory monetary units - “Clicks”. Clicks may be bought either by credit card or by bank transfer. If you pay for Clicks by bank transfer, Clicks shall be accrued into your account once the payment for Clicks is credited into the account of 1ClickFactory.

Only users having rights to use represented Partner’s click-credit account will be able to use Clicks to pay for the Services through 1ClickFactory Website. Rights are managed by Partner’s administrator user, which is by default the first user from the company that registers the company to 1ClickFactory (see section ‘REGISTRATION PROCESS’), unless changed by the user/Partner.

Validity of the Clicks will be 3 (three) years after the purchase date.  After expiration of such term, invalid Clicks will be deleted from Partner’s clicks-account automatically without any refund.

15.3. Bank Transfer

For the Services that you wish to pay by bank transfer, you do not have to pay “up-front” as long as you do not exceed your credit limit.

Credit limit – maximum amount of credit, set by 1ClickFactory in accordance to your payment history and purchase history, which you are allowed to remain outstanding on your account with 1ClickFactory in total (hereinafter, the “Credit Limit”). You will be provided with information about your remaining Credit limit in your account on 1ClickFactory Website.

If the outstanding sums and/or the amount of order payable by youis within 1ClickFactory’s approved Credit Limit, then you can pay by bank transfer with a standard payment term of 14 (fourteen) days after the issue of invoice, unless other payment terms are established in agreements for certain Services.

If the outstanding sums, even if not yet due, and/or the amount of order payable by you reaches the Credit Limit, at the sole discretion of 1ClickFactory, all subsequent purchases of yours shall be on a “pre-paid” basis, i.e. the price of the Services shall be payable either by Clicks (if available) or by credit card. 

Additional fee for payment by bank transfer may apply.

If the Partner is late to pay for the Services, the Partner may no longer be allowed to pay by bank transfer for Services ordered in the future. 

If the Partner fails to pay for the Services on time, 1ClickFactory may also suspend its Services for such Partner. If the Partner does not correct such breach within 14 (fourteen) days from written notification of 1ClickFactory, 1ClickFactory may terminate agreements with such Partner entirely. However, this does not deprive the Partner form obligation to pay outstanding amounts anyway.

In addition, if the Partner fails to pay for the Services on time, upon 1ClickFactory’s request, it shall pay to 1ClickFactory the default interest amounting 0.2 % (two tenths percent) for every delayed day from the value of delayed amount.

16.REFUND POLICY

When you purchase the Services directly from the 1ClickFactory Website, you will be entitled to a cancellation period of 30 (thirty) days, unless you have made use of the Services in any way. In such case the cancellation period will be nullified and your purchase will not be cancelled or refunded.

The cancellation period and refunds will not apply to the Services that are: (i) purchased via a third party from 1ClickFactory; (ii) not directly acquired online from 1ClickFactory (e.g. vouchers); and/or (iii) paid for and allocated to your account by a third party.

If you believe that 1ClickFactory has charged you in error, you must contact 1ClickFactory within 90 (ninety) calendar days of such charge. No refunds will be given for any charges older than 90 (ninety) days.

If you are unsatisfied with the quality of the Services or the deliverables of the Services, you must contact 1ClickFactory and provide fact-based reasoning within 10 (ten) days from the date of provision of the Services in order to be entitled to a refund. 1ClickFactory will evaluate the claim and contact you within 10 (ten) business days after a fact-based reasoning was provided to 1ClickFactory.

If you are entitled to a refund, the refund will be made in “Clicks” and transferred to your credit account on 1ClickFactory Website.

1ClickFactory reserves the right to refuse a request for refund if: (i) 1ClickFactory reasonably believes that you are trying to unfairly exploit this refund policy; for example, by making repetitive refund requests in respect of the same Services; (ii) you are in breach of the Terms of Service; (iii) 1ClickFactory reasonably suspects that you are using our Services fraudulently or that your user account is being used by a third party fraudulently; or (iv) a refund is requested due to temporal non-accessibility of 1ClickFactory Website lasting less than 48 (forty eight) hours.

This 1ClickFactory refund policy shall not affect your statutory rights.

17. RESERVATION OF RIGHTS

1ClickFactory reserves all rights not expressly granted under these Terms of Service, and no additional rights are granted under the Terms of Service by implication or otherwise.

18. SECURITY OF 1CLICKFACTORY WEBSITE

We are committed to ensuring that your information is secure. In order to prevent unauthorized access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online.

19. DATA YOU PROVIDE

You warrant that you have rights to provide information, data, tools, code, etc. (hereinafter referred to as “Information”) required for 1ClickFactory to provide the Services and/or for you to order and use the Services and/or use 1ClickFactory Website. You warrant that such Information shall not infringe any confidentiality obligations, trade secrets, copyrights, trademarks or any other third party rights.

You shall defend, indemnify and hold 1ClickFactory harmless from and against any and all claims, costs, charges and expenses (including legal costs) which arise directly or indirectly out of or relate to your breach of third party rights, even after the termination of this these Terms of Service.

20. WARRANTY

While the Content and Services on 1ClickFactory Website are provided in good faith, 1ClickFactory does not warrant that the information will be kept up to date, accurate and not misleading or that Services shall be performed error-free or uninterrupted or that 1ClickFactory Website will be accessible at all times. Temporary non-access may occur on a case-by-case basis, including, but not limited to, cases where 1ClickFactory is implementing improvements and updates that require to disable access to 1ClickFactory Website or when there is no connection to the Cloud, when systems are down and restoration is needed. 1ClickFactory does not warrant that 1ClickFactory Website or the Content herein will be error, or virus free and you accept that it is your responsibility to make adequate provision for protection against such threats, unless otherwise stated in license agreement, if any.

YOU ACKNOWLEDGE THAT 1CLICKFACTORY DOES NOT CONTROL THE TRANSFER OF THE DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. 1CLICKFACTORY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Other than warranties stated herein, 1ClickFactory provides no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.

21. LIABILITY

1ClickFactory makes every effort to maintain the accuracy and safety of the Services, the Content and 1ClickFactory Website itself.

However, in no event will 1ClickFactory be liable for any incidental, indirect, consequential, punitive or special damages of any kind, or any other damages whatsoever, including, without limitation, those resulting from loss of profit, loss of contracts, loss of reputation, goodwill, data, information, income, anticipated savings or business relationships, whether or not 1ClickFactory has been advised of the possibility of such damage, arising out of or in connection with the use of 1ClickFactory Services.

1ClickFactory will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by 1ClickFactory or another party due to someone else using your account or password. You may not use anyone else's account without the permission of the account holder.

To the extent permitted by law, the total liability of 1ClickFactory, and its suppliers and distributors, for any claims under these terms, including for any implied warranties, is limited to the amount you paid 1ClickFactory for the Services.

22.  AVAILABILITY OF THE SERVICES

1ClickFactory reserves a right, in its sole discretion, to change, suspend, or discontinue all or any portion of the Services at any time with a notice of 90 (ninety) days subject to a condition that already ordered Services will be delivered in full.

However, if certain Service is provided for free, 1ClickFactory may, in its sole discretion, to change, suspend, or discontinue all or any portion of such service at any time with a notice of 10 (ten) days subject to a condition that already ordered free Services will be delivered in full.

23.  RESTRICTIONS

You are not allowed to access 1ClickFactory servers and reverse-engineer, disassemble or decompile 1ClickFactory tools constituting the Services or in any other way attempt to investigate and discover the source code or the structural framework of 1ClickFactory tools constituting the Services.

You are not entitled to sell, assign, distribute, license, rent, lease, lend out or in any other way transfer access to the Services or any rights granted hereto to any third party without the prior written express consent of 1ClickFactory.

24.  FEEDBACK

You may provide feedback to 1ClickFactory with opinion about and evaluation of the Services. Hereby you agree that right, title and interest to any reports, feedback or suggestions relating to the Services or any inventions relating to an improvement, modification or enhancement of the Services conceived in during, or made as a result of, performance of agreements for such Services, including the Terms of Use, shall become the exclusive property of 1ClickFactory and that 1ClickFactory may disclose and use such information for any purposes whatsoever, entirely without obligation of any kind to the User.

Any bugs, problems or suggested improvements can be reported using an e-mail: service@1clickfactory.com

25.  NON-EMPLOYMENT

Partner warrants that it is not acting and shall not act under any employment agreement with the customers that it provides 1ClickFactory Services for. In case of breach of this provision, such Partner shall reimburse 1ClickFactory all direct and indirect losses incurred due to such breach.

26. INVOLVEMENT OF SUBCONTRACTORS

1ClickFactory may engage subcontractors to provide Services at its own discretion, provided that 1ClickFactory remains responsible for its subcontractors’ actions.

27. FORCE MAJEURE

1ClickFactory shall not be liable for events that constitute force majeure, including, but not limited to, war, riots, insurrection, general strike, fire, natural disasters, exchange controls, embargoes, failure of telecommunications, power failure, and delivery problems from suppliers, long-term sickness of key employees, serious computer virus and force majeure affecting suppliers.

28. TERMINATION

1ClickFactory shall have a right to terminate your access to any or all parts of 1ClickFactory Website at any time with 30 days’ notice, unless other terms are provided in applicable agreements. 1ClickFactory reserves a right to terminate your access to any or all parts of 1ClickFactory Website with immediate effect if you violate terms of applicable agreements, use 1ClickFactory Website for illegal purposes, or try to gain unauthorized access to 1ClickFactory’s data and servers.

You shall have a right to terminate your access to 1ClickFactory Website by contacting 1ClickFactory at any time.

29. THIRD PARTY TRADEMARKS

Third party logos, trademarks, service marks placed on 1ClickFactory Website are the property of their respective owners. Unless stated otherwise, 1ClickFactory does not grant any license to use such logos, trademarks or service marks.

30. BUSINESS DAYS

“Business days“ or “working days” throughout the Terms of Service and related agreements shall mean Monday to Friday, except for International holidays. International holidays are defined as: January 1st, Easter and Easter Monday, May 1, November 1 and Christmas (24th, 25th, and 26th of December).

31.EXTERNAL LINKS

Through 1ClickFactory Website you may be able to link to other websites. Links to other websites are provided for the convenience of users only and 1ClickFactory accepts no liability or responsibility for their content.  We are unable to provide any warranty regarding the accuracy or completeness or legitimacy of the content of such sites, or the reliability or effectiveness of any information provided through external websites. 

32. VALIDITY OF TERMS OF USE

Whenever possible, each provision of these Terms of Service shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision shall be prohibited or considered invalid, such provision shall be ineffective only to the extent of such prohibi­tion or invalidity and shall not invalidate the remainder of such provision or the remaining provisions of these Terms of Service that shall continue in full force and effect.

33. LAWS AND JURISDICTION

The Terms of Service shall be governed by the substantive laws of the Kingdom of Denmark.

The parties shall endeavour to solve all disputes or disagreements through negotiations between the managing directors of the parties. If the dispute or disagreement cannot be resolved through negotiations, the dispute or disagreement shall be referred to mediation.

If the parties have not been able to agree on the appointment of a mediator within fourteen (14) days after either party has requested mediation, the parties agree that the mediator shall be appointed by the “Mediationsinstituttet”, the Danish Mediation Institute (www.mediationsinstituttet.com), after request for initiation of mediation was filed by either party and mediation shall be performed in accordance with the Rules of Procedure of the Danish Mediation Institute applicable at the time when such proceedings are commenced. Mediation shall take place in Copenhagen, Denmark. The costs of the mediator shall be shared equally between the parties. Mediation shall not affect the right of a party to initiate arbitration proceedings in accordance with the provisions below or to take any other legal steps stated herein.

If the mediation proceedings are terminated without a settlement, the dispute shall be finally settled by the Danish Institute of Arbitration in accordance with the Rules of Simplified Arbitration Procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The arbitral tribunal shall consist of 1 (one) arbitrator. The seat of arbitration shall be in Copenhagen, Denmark. The language to be used in the arbitral proceedings shall be English.

34. OWNERSHIP OF 1CLICKFACTORY WEBSITE

1ClickFactory Website is owned by 1ClickFactory, UAB, with its headquarters at Christianhusvej 193, 2970 Hørsholm, Denmark, registered address at A. Domaševičiaus str. 9, Vilnius, Lithuania, enterprise code: 302299771

35. CONTACT DETAILS

You may contact 1ClickFactory regarding any matter at service@1clickfactory.com. We will do our best to respond to any of your enquiries within 24 (twenty four) hours during business days.