Application

These Cooperation Terms("Terms") govern the collaboration between Sociality Limited, 5-9 MainStreet, GX1 11AA, Gibraltar (referred to as the "Company"), and anyindividual or entity entering into the Agreement for service provision (the"Agreement"). These Terms are an integral part of the Agreement.

All individuals and entities enteringinto the Agreement with the Company (referred to as "Contractors")acknowledge that they have:

●      Familiarized themselves with theseTerms and fully understand their contents.

●      Accepted the comprehensiveapplicability of these Terms to their engagement.

●      Understood that any breach ofthese Terms may result in termination of their collaboration with the Companyand/or legal liability under applicable laws.

The term "Parties" within theseTerms includes individuals and entities entering into the Agreement that incorporatesthese Terms (i.e., the Company and the Contractor).

The Company reserves the right to modifythese Terms, provided such modifications are relevant to the subject matter ofthe Agreement and the Terms themselves. Such amendments shall be binding uponthe Contractor. If the Contractor objects to any amendments to these Terms,they shall promptly terminate the Agreement and undertake all necessary actionsassociated with such termination.

Confidentiality

"Confidential Information"includes all information disclosed by the Company to the Contractor, whetherverbally or in writing, such as:

●      The Agreement and its terms,including their existence and conditions.

●      Information about the Company’sbusiness, finances, clients, personnel, strategies, and plans.

●      Information developed, received,created, or modified by the Contractor while performing services under theAgreement.

●      Any information explicitly markedas confidential by the Company.

The Contractor agrees to maintain strictconfidentiality and not disclose any Confidential Information to third partieswithout the prior written consent of the Company.

Exceptions to the obligations aboveinclude information that:

●      Is already publicly known throughno fault of the Contractor.

●      Must be disclosed under law or avalid court order, provided that the Contractor promptly informs the Companyand takes reasonable efforts to secure confidential treatment.

The Contractor may disclose ConfidentialInformation to its employees, agents, or contractors who need to know suchinformation for performing services under this Agreement, provided they arebound by confidentiality obligations at least as stringent as those herein. TheContractor remains fully responsible for any breach of confidentiality by itsemployees, agents, or contractors.

Upon termination of the Agreement or atthe Company’s request, the Contractor shall promptly return all ConfidentialInformation in its possession to the Company. The Contractor shall implementand maintain commercially reasonable security measures to protect ConfidentialInformation from unauthorized access, use, or destruction.

Non-Compete & Non-Solicitation

During the Non-Compete Period, whichspans 2 (two) years following termination of the Contractor’s engagement withthe Company (or 1 (one) year if the Company terminates the Contractor’sengagement without cause), the Contractor agrees not to engage in activitiesthat compete with the Company’s business (products, services) in operationalareas. This includes working for competitors, soliciting the Company’s clientsor staff, or using confidential information belonging to the Company. TheContractor must disclose to the Company any investments in, or executive roleswith, competitors.

Intellectual Property Rights

"Intellectual Property (IP)"includes patents, copyrights, trademarks, trade secrets, and inventions."Relevant IP" refers to IP generated by the Contractor during theircollaboration with the Company.

All Relevant IP rights are assigned tothe Company by the Contractor. Regarding Relevant IP, the Contractor shallassist the Company in securing IP protection (e.g., patents, trademarks),maintain the confidentiality of the Company’s IP for 2 years post-termination,and deliver all documents and materials related to Relevant IP to the Company.Compensation for Relevant IP is included in the Contractor’s fees.

Anti-Bribery and Corruption

The Contractor is strictly prohibitedfrom offering, promising, giving, authorizing, or accepting bribes, directly orindirectly. Hospitality, entertainment, or gifts must be reasonable and notaimed at influencing business decisions. The Contractor must promptly report anysuspected or confirmed incidents of bribery or corruption to the Company.

Prohibited Jurisdictions / Territories

Contractors from certain jurisdictions /territories, including Crimea/Sevastopol and other Ukrainian occupiedterritories, Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar, Syria,and other jurisdictions / territories under international sanctions imposed bythe USA, EU, or UN, are prohibited from providing services to the Company.

Anti-Money Laundering and TerroristFinancing (AML/CFT) Measures

The Contractor is committed to preventingmoney laundering and terrorist financing, including collecting and verifyingessential information about counterparties, conducting background checksthrough government registries and sanctions lists, and refraining fromrelationships with entities involved in high-risk activities or offering forgeddocuments.

Personal Data Processing

The Contractor grants explicit consentfor the Company to process its personal data in accordance with applicable dataprotection laws and regulations. The Company processes the Contractor’spersonal data for various purposes, including contractual performance, legalcompliance, and legitimate interests. The Company may transfer the Contractor’sdata to third-party processors and other countries for these purposes, ensuringcompliance with applicable data protection laws and adequate data securitymeasures. The Contractor retains various rights regarding personal data,including access, correction, deletion under certain circumstances, restrictionor objection to processing based on legitimate grounds, data portability,withdrawal of consent, and the right to lodge a complaint.

Responsibility for Breach

The breaching party shall compensate theother party for damages and legal costs incurred due to the breach.

Termination and Survival

The Agreement is indefinite but may beterminated upon notice. Certain clauses (Confidentiality, Non-Compete &Non-Solicitation, IP) survive termination.

Contractor Compliance

The Contractor must obtain necessarypermits, pay taxes, and comply with applicable laws.

Rights and Remedies

The remedies provided in the Agreementare supplementary to, not exclusive of, legal rights and remedies.

Severability

If any provision is deemed unenforceable,the remaining provisions shall remain valid. The Parties will endeavor to amendthe unenforceable provision in good faith.

Assignment

The Company may assign its rights underthe Agreement with prior written notification to the Contractor.

Governing Law and Dispute Resolution

This Agreement shall be governed by andconstrued in accordance with the laws of England and Wales, without regard toits conflict of laws provisions. Any disputes arising from this Agreement,including those concerning validity, interpretation, or enforcement, shall beresolved by the London Court of International Arbitration.