DISTRIBUTOR AGREEMENT (OFFER)
This document was last updated on November 11, 2025.
This Distributor Agreement (hereinafter - the "Agreement") is a legally binding agreement between the company Smart Glocal Limited (registration number 14518652; address: Office 429, Avon House Avonmore Road, London, England, W14 8TS) referred to as, - the "Company"), and You (hereinafter - the "Distributor"), who has accepted the terms of this Agreement by using the Company's software ("Service"). The Company and the Distributor are collectively referred to as the "Parties".
PLEASE READ THIS AGREEMENT CAREFULLY. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND FULLY AGREE TO ALL THE TERMS OF THIS AGREEMENT. YOU ARE NOT AUTHORIZED TO CONCLUDE THIS AGREEMENT IF YOU DO NOT AGREE TO ALL ITS TERMS.
1. SUBJECT OF THE AGREEMENT
1.1. This Agreement grants the Distributor the opportunity to acquire rights to use the Software ("License"), information about which is posted in the Service, for the purpose of transferring it as a gift or reward to end users. You can find out the name of the purchased Software, its cost, and functional purpose through the Service.
2. LICENSE COST
2.1. The cost of the License for the Distributor is indicated in the Service. The cost of the License is influenced by the number of Licenses purchased simultaneously, as well as their term (default 12 months).
3. PROCEDURE FOR ACQUIRING A LICENSE
3.1. The Distributor can order and purchase a License through the Service by selecting the required number of Licenses and their term.
3.2. After selecting the required number of Licenses, the Distributor must make payment according to the Service's instructions. If payment is not made, the Distributor's order is canceled.
3.3. After receiving payment from the Distributor, the Company reserves the required number of Licenses for the Distributor within one (1) business day and sends the Distributor an electronic confirmation via the Service that the purchased Licenses are available to the Distributor for transfer to end users. From the moment the Company sends the above confirmation to the Distributor via the Service, the purchase of the License is considered completed, and the Licenses are deemed delivered to the Distributor.
3.4. PLEASE NOTE that the actual use of the purchased Licenses by the Distributor, i.e., the transfer or non-transfer of Licenses to end users, does not affect the fact of the Company's proper performance of its obligations. From the moment of delivery of the Licenses to the Distributor (clause 3.3), the cost of the Licenses is non-refundable.
4. PROCEDURE FOR TRANSFERRING THE LICENSE TO THE END USER
4.1. The License is transferred to end users on behalf of and at the expense of the Distributor. The Distributor independently determines the price, terms, and methods of transferring the License to end users.
4.2. The Distributor provides the License to the end user via the Service's functionality. From this moment, the License term begins.
5. LICENSE USE TERMS
5.1. The use of the License by the end user is carried out in accordance with the license agreement between the end user and the Company, which is concluded at the moment the end user starts using the License. The terms of this license agreement are determined unilaterally by the Company and are not the subject of this Agreement.
6. TAXES
6.1. Each Party is solely responsible for calculating, withholding, declaring, and paying any taxes and other mandatory payments required by the legislation of the country of its tax residency, concerning income received or paid under this Agreement.
6.2. If, according to the legislation of the jurisdiction where the Distributor is registered or is its tax resident, a payment under this Agreement is subject to taxation, the Distributor is obliged to withhold such tax from the funds paid to the Company. If the Distributor is obliged to withhold or pay any taxes, the Distributor must pay such taxes and provide the Company with proof of payment as soon as possible, but in any case no later than ten (10) business days after receiving the corresponding written request.
7. CONFIDENTIAL INFORMATION
7.1. Confidential Information - any information of a Party, including, but not limited to, information and/or personal data provided by the Party, its affiliated companies, affiliates, employees, agents, representatives, consultants, or advisors, whether disclosed or communicated orally, in writing, or in any other material form, and whether such information concerns the business, operations, processes, plans, requirements, inventions, product or service information, prices, know-how, design rights, trade secrets, software, systems, market opportunities, customers, or affairs of the Party.
7.2. Each Party acknowledges that if it gains access to the Confidential Information of the other Party, including, but not limited to, Confidential Information created during the performance of this Agreement, this Party undertakes to keep all such Confidential Information secret and not to disclose it to any third parties without the prior written consent of the other Party.
7.3. If one of the Parties ("Requested Party") receives a request from a competent authority to disclose the Confidential Information of the other Party, it must immediately notify that other Party of such request, unless prohibited by law. The Requested Party must take all measures to assist the other Party in obtaining a court injunction prohibiting the Requested Party from such disclosure.
7.4. Each Party agrees to provide for the other Party's Confidential Information at least the same level of protection and to adhere to practices and procedures no less stringent than those used to protect its own Confidential Information.
7.5. Each Party is obliged to immediately, upon becoming aware of any unauthorized disclosure, misuse, theft, or other loss of the other Party's Confidential Information (regardless of whether it occurred due to negligence or otherwise), notify the other Party thereof.
7.6. Upon termination of this Agreement, each Party must promptly: i) return to the other Party all documents and materials (and any copies thereof) containing the other Party's Confidential Information; and ii) delete all of the other Party's Confidential Information from its computer systems.
7.7. If the receiving Party breaches the obligations regarding the protection and non-disclosure of Confidential Information, as well as other obligations under this Agreement, the receiving Party is obliged to fully compensate the disclosing Party for losses incurred as a result of such disclosure or misuse of Confidential Information.
7.8. The obligations set forth in this clause 7 shall survive any termination or expiration of this Agreement and remain in force for as long as the respective information retains its status as Confidential Information.
8. DISCLAIMER OF WARRANTIES
8.1. The Company provides, and the Distributor accepts, the License for the Software "AS IS". THE COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE OPERATION OR USE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL RISKS REGARDING THE QUALITY AND PERFORMANCE OF THE SOFTWARE ARE BORNE BY THE DISTRIBUTOR. THE COMPANY DOES NOT GUARANTEE THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE DISTRIBUTOR'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
9. LIMITATION OF LIABILITY
9.1. In case of non-compliance or improper performance by the Parties of their respective obligations under this Agreement, the Parties shall be liable as provided by applicable law.
9.2. In case of violation of the terms of this Agreement by the Distributor, the Distributor is obliged to fully compensate the Company for the actual damage caused by such violation.
9.3. THE COMPANY'S LIABILITY TO THE DISTRIBUTOR UNDER ANY PROVISIONS OF THIS AGREEMENT FOR AWARDED DAMAGES SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY THE DISTRIBUTOR TO THE COMPANY IN THE PREVIOUS CALENDAR MONTH. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOST PROFITS, OR BUSINESS INTERRUPTION, REGARDLESS OF THEIR CAUSE AND ON ANY THEORY OF LIABILITY.
10. NOTICES
10.1. The Parties agree that documents exchanged via electronic communication channels are considered valid and duly delivered. The Parties accept and recognize as lawful the provision of reporting materials via email using corporate email addresses in the domains@smart-glocal.co.uk, as well as in the Company's domains.
11. SUCCESSORS
11.1. This Agreement is binding upon the Parties and their respective representatives, successors, and permitted assigns, unless otherwise provided herein.
12. SEVERABILITY
12.1. Any provision of this Agreement that is illegal, invalid, or unenforceable under the laws of any country, state, province, or under the laws of any jurisdiction or government where this Agreement is effective, shall be deemed severable in such country, state, province, jurisdiction, or government and shall not affect other provisions of this Agreement or the validity of the Agreement itself.
13. GOVERNING LAW
13.1. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by and construed in accordance with the laws of England and Wales.
14. THIRD PARTY RIGHTS
14.1. A person who is not a party to this Agreement shall not have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement or enjoy the benefit of any of its terms.
15. AMENDMENTS
15.1. All changes and additions to this Agreement are valid only if made in writing as an addendum to this Agreement and signed by authorized representatives of the Parties.
16. TERM
16.1. The Agreement is concluded for each individual purchase of Licenses. After the Licenses are delivered to the Distributor (clause 3.3), the Agreement is considered fulfilled and terminates.
16.2. Each Party acknowledges that upon entering into this Agreement, it has not relied on any statements, assurances, promises, or guarantees (whether made negligently or innocently) other than those expressly set out in this Agreement, and that it shall have no rights or remedies in respect of any such statement, assurance, promise, or guarantee.
16.3. The Parties have the right to unilaterally refuse to perform this Agreement before payment for the ordered Licenses.
16.4. The Parties understand that the termination of the Agreement does not affect already sold Licenses, which remain valid and continue in force until their expiration date.
17. FORCE MAJEURE
17.1. Neither Party shall be liable for any loss or damage of any kind due to any failure or delay in the performance of its obligations under this Agreement to the extent that such delay or failure is caused by an act of force majeure (e.g., fire, flood, explosion, earthquake, storm, or other natural disaster), labor disputes or strikes (except strikes of its own employees), mandatory or advisory government restrictions, major power outages, server failure hosting the advertising and information modules, or other circumstances beyond the control of the Parties ("Force Majeure Event"), provided that:
- the Force Majeure Event was not caused by the fault or negligence of the affected Party;
- the affected Party notifies the other Party in writing as soon as possible, but in any case no later than five (5) business days from the moment it became aware of such Force Majeure Event, indicating how and to what extent the performance of its obligations is likely to be prevented or delayed;
- the occurrence of any such Force Majeure Event shall not lead to the release of the affected Party from its payment obligations under this Agreement or their deferral;
- the affected Party continually makes all reasonable efforts to resume performance of the affected obligations;
- the affected Party provides the other Party with updated information on the status of the Force Majeure Event and steps taken to fully resume performance of its obligations at reasonable intervals; and
- the exemption from liability under this clause is valid only for the duration of the Force Majeure Event.
17.2. In the event of a Force Majeure Event, the term for performance of the affected obligations is postponed for the period required due to this Force Majeure Event.
18. DATA PROTECTION
18.1. The Parties acknowledge that according to the terms of this Agreement, each Party is a separate controller with respect to any personal data (within the meaning defined by applicable law) that is processed by either Party under this Agreement, and independently determines the purposes and means of such processing.
18.2. Each Party will comply with all applicable requirements of data protection legislation and the terms of this Agreement regarding its processing of personal data, and upon request provides the other Party, at its own expense, with reasonable assistance, information, and cooperation necessary to ensure the other Party's compliance with its obligations under data protection laws.
19. INDEPENDENT CONTRACTORS
19.1. The Parties are independent contractors, and nothing in this Agreement shall be construed as establishing between the Parties a relationship of agency, joint venture, partnership, fiduciary, or other similar relationships.