AGREEMENT

(PUBLIC OFFER)ON THE PROCEDURE FOR ACCESS AND USE OF THE SYNERGY Partner Platform 

Before using the SYNERGY Partner Platform (hereinafter referred to as the “Partner Platform” or “SYNERGY” or “We”), please read carefully the terms set forth in the Agreement on the Procedure for Access and Use of the SYNERGY Partner Platform (hereinafter referred to as the “Agreement”). SYNERGY, on one hand, guided by the current legislation of Ukraine, enters into Agreement with the User of the platform (You), hereinafter together - the Parties, and each individually - a Party, on the following terms: You must read, agree and accept all the terms and conditions contained in this Agreement in order to be a user of the SYNERGY Partner Platform, ChatBots, all other platform tools and services. Subject to the terms set forth herein, SYNERGY may, in its sole discretion, modify this Agreement at any time by posting a new version on the website. SYNERGY will provide reasonable advance notice of any amendment that includes material changes by posting an updated Agreement on the website.

1. DEFINITIONS

1.1. Acceptance - full and unconditional, unconditional acceptance by the Platform User of the terms of Public Offer. The moment of Acceptance is considered to be Registration in the Partner Platform ChatBot or any other method provided by SYNERGY, provided that the Platform User provides true and reliable information. 1.2. Platform User (You) is an individual/entrepreneur/legal entity who voluntarily applied to SYNERGY, registered and agrees to the terms, list and procedure of providing services for using the Partner Platform and accepts the terms hereof. 1.3. Subscription is a specific set of rights and responsibilities chosen and paid for by the Platform User for organizing access to the Partner Platform in accordance with the terms hereof. The current terms of subscription are placed in Supplement nr. 2 hereto. 1.4. Partner platform is a form of cooperation between SYNERGY and the Platform Users, which takes place using the website located at the link: https://partner-synergy.com/ and the ChatBot located at the link: https://t.me/SYNERGYMastersBot1.5. Rules and recommendations for using the SYNERGY Partner Platform (hereinafter the “Rules”) - a document regulating relations between the Parties regarding the correct use of the Partner Platform (Supplement nr. 1 hereto).

2. SUBJECT OF THE AGREEMENT

2.1. SYNERGY offers the SYNERGY Partner Platform as a platform for its users to communicate with each other to resolve issues related to the selection of developers and the projects on outstaff, outsource and cost+ terms; provides an opportunity to directly receive incoming projects and available developers according to parameters independently specified by the Platform User in the ChatBot, and/or through other sources related to the Platform use. 2.2. The Platform User agrees to provide truthful information during profile registration, not to transfer the profile to the third parties. In case of data changes, clarify them on the Partner Platform. Everyone who plans to use the service undertakes to register and create a personal profile in the ChatBot of the Partner Platform. SYNERGY confirms registration of the Platform User within 24 hours after the Platform User creates a personal profile. 2.3. After creating a Platform User profile and confirming registration, the Platform User selects and pays for the Subscription. Service always plans to have one free Subscription option with basic minimum capabilities for the Platform User. 2.4. SYNERGY enables Platform Users to receive offers on available IT projects and developers and independently conclude agreements and contracts with each other. SYNERGY is not a party to such Agreements. 2.5. Users of the platform agree to and are responsible in accordance with the Rules specified in this Agreement and for: ● reliability of information and content provided; ● compliance with the legislation of Ukraine and norms of international laws; ● independent verification of the data provided by other Platform Users; ● responsibility for contracts concluded with other Platform Users; ● maintaining the relevance of sent IT requests and availability of posted IT specialists; ● placing only own resources and applications; ● prompt responses to requests (ASAP); ● formulating requests according to the main criteria (data that allow to quickly make a decision about the need for an IT specialist placed by you); ● respect and saving partners’ time; ● failure to attract employees and clients to each other as a result of interaction on the platform; ● timely payment of the partner fee, if agreed and worked out, without reminders. 2.6. SYNERGY bears no responsibility for the obligations assumed by the Platform Users, the agreements concluded between the Platform Users, or the actions performed by the Platform Users platform during communication with each other.

3. PARTICIPATION IN THE PLATFORM

3.1. After the Platform User has chosen and paid for the subscription, he can independently host and receive available projects and developers using the capabilities provided by SYNERGY. 3.2. The Platform User independently decides which of the presented IT projects or developers to conduct further communication with other users of the platform who provided this information. 3.3 The Platform User undertakes not to communicate directly with developers and/or clients of IT projects without the express consent of another Platform User who posted information about these developers or IT projects. The Platform User undertakes not to specifically search for and specify the contact information of developers and/or clients using other communication channels, search engines or social networks. 3.4. The Platform Users who host available developers and/or IT projects must independently ensure that the posted information does not contain direct contacts or links to them.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The Platform User has the right to: 4.1.1. Use the Services within the scope of the selected Subscription and in accordance with the Rules. 4.1.2. Receive necessary and reliable information about the Partner Platform. 4.1.3. Contact SYNERGY with suggestions for improving the process of providing the Services. 4.1.4. Use additional features of the Partner Platform in accordance with the selected Subscription. 4.1.5. In case of any issues, contact the representatives of the Partner Platform. 
4.2. The Platform User undertakes to: 4.2.1. To fulfil the provisions of this Agreement in good faith and properly. 4.2.2. Ensure necessary document exchange with SYNERGY. 4.2.3. Allow to use the Services only by those persons who have agreed upon registration, unless otherwise expressly provided by the provisions hereof. 4.2.4. Provide correct data during cooperation with SYNERGY. In case of data changes, the Platform User is obliged to notify SYNERGY about this within 10 working days from the moment of such changes. 4.2.5. Adhere to and faithfully execute the Rules. 4.2.6. The user of the platform declares and guarantees that he (i) does not have any agreements, relationships or obligations with any other person or entity that are inconsistent with the provisions of this Agreement; (ii) has obtained and will maintain all licenses and permits necessary to perform the Services; (iii) none of the Services, Designs, Intellectual Property, or any output transmitted, infringe (and will not infringe in future) any copyright, trade mark, service mark, or other intellectual property right; or any other rights. 
4.3. SYNERGY has the right to: 4.3.1. Require the Platform User to comply with the terms of this Agreement. 4.3.2. At its sole discretion, change this Agreement at any time by posting a new version on the website. SYNERGY will provide reasonable advance notice of any amendment that includes a material change by posting the updated Agreement and a notice on the website. 4.3.3. Implement additional opportunities in using the Partner Platform through the Subscription terms and special offers defined on the Partner Platform website. 
4.4. SYNERGY undertakes to: 4.4.1. Provide the Platform User with the opportunity to receive Services in accordance with this Agreement. 4.4.2. Provide the Platform User with the opportunity to receive information on the Services provision. 4.4.3. Follow up on appeals from Platform Users regarding compliance with the rules of use of this Partner Platform by the Platform Users. 4.4.4. SYNERGY provides stable operation of the functionality and access to the agreed resources included in the Subscription platform selected and paid for by the User and for monitoring the implementation of the Platform Rules. 
4.5. During the term of this Agreement and after its termination, the Parties shall strictly observe the obligation to maintain confidentiality and take all reasonable measures to prevent any improper use or disclosure of Confidential Information that has become known through cooperation with SYNERGY. The procedure for preserving confidential information and processing personal data of the Platform Users is regulated by the Privacy Policy, which is an integral part hereof, and is posted at the link.

5. TOOLS AND MECHANISM OF INTERACTION ON THE PLATFORM

5.1. The Platform Partner includes: ● ChatBot for receiving and posting available developers and IT requests; ● Dashboard with available developers; Individual Partner chat; ● Aggregator of current IT requests from specialized IT chats and IT platforms; ● other platform tools and services. 
5.2. After registration confirmation, the Platform User receives access to the platform elements corresponding to the selected Subscription. 5.3. Using the ChatBot, the Platform User receives sorted and promoted IT requests from other users and from the aggregator of current IT requests from profiled IT chats and IT platforms, sorted and promoted according to those competencies. For each received IT request, the Platform User can contact another Platform User or the owner of the request who posted this information to discuss further interaction in the ChatBot or profiled IT chats and IT platforms. 5.4. For Platform Users who post their IT requests, a freelance developer dashboard is available, where you can view relevant professionals and contact the Platform User who posted the developers. 5.5. You can also place available or free developers on the dashboard to receive relevant projects for them using the ChatBot of the Partner Platform. 5.6. Each Platform User undertakes to update information regarding posted IT requests and developers. For this purpose, the Platform User indicates the date until which his IT request is valid, or the developer, if necessary, updates this date on his own. 5.7. After the Platform Users have decided to cooperate, they independently draw up necessary documents. SYNERGY is not a party to the agreement and does not conduct arbitration. 5.8. Payments based on mutually concluded agreements are carried out independently by Platform Users outside the Partner Platform on mutually agreed terms. 5.9. The Platform User can leave feedback about the interaction with another Platform User and the results obtained, as well as make his assessment to another Platform User.

6. CALCULATIONS AND PAYMENT PROCEDURE

6.1. There will always be a form of free use on the Partner Platform. Extended use of the Partner Platform capabilities is possible by choosing a specific Subscription. 6.2. Services are provided on a subscription basis. This means that you must pre-pay for the Services in full (100%) according to the Subscription you have selected. 6.3. Services are billed through a service provider. This means that we do not collect or process your payment information. SYNERGY reserves the right to bill for services from affiliated companies. 6.4. We will only issue a refund if you have been billed twice for the same billing period due to a technical error. To receive a refund, please contact us at moc.ygrenys-rentrap%40troppus within 14 days of the erroneous payment. No other refunds will be made.

7. INTELLECTUAL PROPERTY

7.1. SYNERGY has intellectual property rights to the content available on the Partner Platform. SYNERGY strictly prohibits the copying or distribution of content on the Affiliate Platform without SYNERGY’s consent. 7.2. The Platform Users are responsible for everything that is published or contains links in the ChatBot. Any information provided by the Platform User or the owner of IT requests from profiled IT chats and IT platforms belongs to the respective author or distributors and not to the Partner Platform or SYNERGY.

8. LIABILITY

8.1. SYNERGY shall not be liable, and you agree not to hold SYNERGY liable, for any damages arising out of circumstances beyond SYNERGY’s control and related to: ● using or not being able to use the Partner Platform; ● delay or malfunction of the Partner Platform; ● viruses or other malicious software obtained by accessing or linking to the Partner Platform; ● damage to your hardware device as a result of using the Partner Platform; ● suspension or other actions taken with respect to your account.

9. DISPUTES RESOLUTION

9.1. All disputes arising from or related to this Agreement shall be resolved through negotiations between the Parties. 9.2. If the relevant dispute cannot be resolved through negotiations, it is resolved in a court of law under the established jurisdiction and jurisdiction of such a dispute in accordance with the legislation in force in Ukraine. The dispute is heard in the court at the place of registration of SYNERGY.

10. OTHER PROVISIONS

10.1. Force majeure. The parties hereto shall not be liable for failure to perform or delay in performance of any obligations hereunder for a reasonable period due to accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, insurrections, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law, or any other conditions beyond such party’s reasonable control. 10.2. Possibility of concession. The Platform User may not sell, assign or delegate any of its rights or obligations under this Agreement. 10.3. Headings. Headings are used in this Agreement for convenience only and shall not be taken into account in interpreting its content. 10.4. Autonomy of the Agreement provisions. If a court or other body of competent jurisdiction makes a relevant decision, or if both Parties believe that any provision hereof this Agreement or part thereof is invalid or unenforceable, such provision shall be enforced to the maximum extent possible to realize the intentions of the Parties, and the rest of the Agreement remains in full force and effect. 10.5. Supplements. All supplements to the Agreement are an integral part thereof and are incorporated into the Agreement by reference. 10.6. Personal data. The parties to this Agreement, including those who accepted it, consent to the use of their personal data in accordance with the Law of Ukraine “On the Protection of Personal Data” nr. 2297-VI dated 01.06.2010. 10.7. Entry into force of the Agreement. This Agreement is effective from the date of our approval of your Registration Form for participation in the Affiliate Platform and will continue thereafter until terminated as set forth herein. This Agreement enters into force from the date of posting on the SYNERGY website and is valid indefinitely. 10.8. Termination of the Agreement. SYNERGY has the right to terminate the Agreement at any time without prior notice to the Platform User in case of violation by the latter of the terms hereof and other rules. 10.9 SYNERGY is not a party to any service provision agreement between Platform Users. Therefore, Platform User understands and acknowledges that termination of this Agreement (or attempted termination hereof) does not terminate or otherwise affect any Service Agreement.

The last amendment to the Agreement was made on 21.02.2022.

Supplement nr. 1 to the Public Offer on the procedure for access and use of the SYNERGY Partner Platform

Rules and recommendations for using the SYNERGY Partner Platform

Welcome to the Terms of Use of the SYNERGY Partner Platform (hereinafter referred to as the “Terms of Use”), which apply to the use of SYNERGY websites, applications and services. These Terms of Use are intended to ensure a pleasant experience with the SYNERGY Partner Platform (hereinafter - SYNERGY) for all users.

1. The Platform users undertake to:

1.1. respond to SYNERGY’s desired request within two years from the date of receipt; 1.2. post only own resources and own applications; 1.3. formulate requests according to the main criteria (data that cannot quickly make a decision about placing an IT specialist by you); 1.4. not to entice employees/clients of each other as a result of interaction on the platform; 1.5. always pay affiliate fee, if agreed and worked out, without reminder; 1.6. receive design works and perform them properly; 1.7. provide only true and proper information about yourself, your business activities and your services, as well as other information related to the proper operation of SYNERGY; 1.8. comply with confidentiality obligations and take all reasonable steps to prevent any misuse or disclosure of confidential information communicated through cooperation with SYNERGY; 1.9. follow the rules of decent communication with other users and representatives of SYNERGY; 1.10. carry out work on the selected project by specified specialists, who are clearly indicated during registration. In case of significant reasons and failure to perform tasks with the specified representatives, the Platform User undertakes to notify the Executor of the occurrence of such reasons immediately after their occurrence, and in case of a threat of the deadlines violation for the performance of work - add a replacement for the persons who performed the tasks. If the person responsible for the project refuses to perform the work, the Platform User undertakes to replace such person in a reasonable manner, which includes a break in the work performed. 1.11. perform work on the computer equipment of the Platform User, unless otherwise stipulated by the agreements; 1.12. personally bear responsibility in case of unlicensed Software use. SYNERGY does not provide any Software; 1.13. be fully liable to the client for breach of the terms of the Agreement concluded with the client. 
SYNERGY may update these Terms of Use from time to time – the latest version can be found on our website. 
Violation of the Terms of Use may result in the removal of any materials you have provided for use and/or termination or suspension of your account. We try to make Services widely available to everyone, but you may not use our Services if we have previously closed your account on any of our Services. We also prohibit attempts to circumvent previously implemented enforcement measures, including by creating new accounts. The Partner Platform reserves the right to block your account and IP address in the following cases: ● Violation of communication rules; ● Provision of false information about yourself or your company to the other party or us (communication channel is irrelevant); ● Complaints of one of the parties for sending spam or inappropriate vacancies; ● Complaints of one of the parties about the non-payment of remuneration for the specialist; ● A large number of reviewed or submitted resumes and lack of successful deals; ● Other significant violations of the SYNERGY Operation Rules. 
Restoring access is at the discretion of the support team. 
You may challenge any limitation of your rights due to violation of these Terms of Use if you have evidence of your reasonable actions with respect to SYNERGY. We are always open to honest partners. In case of questions/disputes with platform participants, please contact the SYNERGY administration.

Recommendations for using the SYNERGY Partner Platform

1. The Platform User independently determines the methods of performing the given tasks. 2. Performance of the task, including its clarification, expansion, change, etc., can be carried out by the Parties through the Task Accounting System or by e-mail and using modern means of communication. 3. Payment for works and/or services for each stage is made on a contractual basis, based on the calculation of the time required to perform the works and/or services. The total cost of works will be equal to the sum of all payments, which will be agreed upon by the Parties in future. The Executor cannot act as a guarantor of payments from the client. The Executor conscientiously guarantees the control of the contractual conditions fulfilment regarding payments, represents and protects the interests of all Parties. On the basis of the contracts concluded with the clients, the Executor receives payment for the services received by them, and on the basis of subcontracting contracts concluded with the Users of the platform, the Executor makes payment for the services provided by the Partners.4. The cost of services is determined depending on the complexity of the service provided and by agreement with the client in each individual case. 5. In case of satisfactory work of the Platform User or his specialists, developer rates may be revised in favor of 10-15% increase. The specified tariffs are reviewed every 6 (six) months. All individual rate increases are subject to prior agreement with the client. The client has the right to withdraw such approval for valid reasons.

Supplement nr. 2 to the Public Offer on the procedure for access and use of the SYNERGY Partner Platform

SERVICE PACKAGES

Illustration

Supplement:
1. SYNERGY reserves the right to apply special or promotional offers to each of the Service Packages.
2. The amount specified in Service Packages does not include special or promotional offers.
3. In some cases, it is possible to apply a guarantee payment.