Developer agreement

IT OCEAN RULES FOR WEBMASTERS AND APPLICATION DEVELOPERS

Agreement on the development of the software product and its technical support for the Clients of IT OCEAN

1. General Terms

2. Terms and Definitions Used in the Agreement

2.1. For the purposes of the Agreement, the following terms are used in the following meaning:
Webmaster is a legal entity or an individual, with the exception of individuals being the Residents of Ukraine, who has concluded this Agreement with IT OCEAN LLC on the instruction of the Client of IT OCEAN for the development of the Software Product and its technical support for the period of placing the Software Product on a web page.
Website is a complex software product on the Internet that has a unique URL-address and is a collection of linked web pages which are thematically related and intended for publication of information on the Internet; such software product belongs to Webmaster or to third parties who have transferred a limited or unlimited right to the Webmaster, sufficient for the use of the Website or its part within the framework of this Agreement.
Web page is an independent component of a website, a separate document on the Internet, identified by a unique address (URL) containing certain content as well as executable code (text, graphics, audio and video files).
Statistics data are a detailed report, formed by special control counters, on the IUA’s committed on websites in the Internet, indicating information about the volume of services provided, prepared by the Client. Such data can be transferred in the form of electronic documents or files by using Data Gateway.
Order (offer) is an electronic or documentary application of the Client of IT OCEAN indicating the need for the development of the software product and its technical support, specifying the technical requirements for the software product, containing information on the Webmaster’s remunerations, the procedure for calculating the Webmaster’s remunerations, the time required for technical support of the software product, methods for verifying the work performed by the Webmaster and other conditions. It can be published on the website of the Client of IT OCEAN and must be transferred in documentary form to IT OCEAN for implementation of clause 3.7. of the Agreement.
Internet is a worldwide system of unified computer networks.
Client of IT OCEAN is a legal entity that has commissioned the IT OCEAN LLC to perform the following actions (separately or in any combination thereof):
- to conclude an agreement with the Webmaster for the development of the software product and its technical support in case of placing the Software Product on the Webmaster’s website;
- to perform testing of compliance of the Software Product with the requirements of the Client of IT OCEAN;
- to carry out acceptance of the works done by the Webmasters for the development of the Software Product;
- to pay the performers and Webmasters for the work on the development of the Software Product;
- to accept the work performed by Webmasters on technical support of the Software Product;
- to pay the Webmasters for the work accepted by the Client of IT OCEAN.
User is an individual or a legal entity that uses the Internet and the Software Product to perform the Intended User Actions (IUA).
Software Product (SP) is a block of executable code developed as part of the implementation of this Agreement by the Webmaster and located on the Internet pages designated by the Client of IT OCEAN and designed to record non-personal data about the User, his/her actions, providing interactive communication with the User within the framework of the scenario defined by the Client in the technical requirements for the Software Product.
Intended User Action (IUA) is the commission by the User of the Internet network of the action, predefined by the Client of IT OCEAN, on the website where the code of the Software Product is located (request for additional information, registration on the site, filling in the questionnaire, etc.). The fact of commission of the IUA by the user is determined using special control counters developed according to the Statement of Work, or owned by third parties and used under a paid or free license (Google Analytics, Mytarget and others).
Residents are legal entities and individuals recognized as such in accordance with the legislation of Ukraine.
The site of the IT OCEAN LLC is a website located on the Internet at the address:http://ltd.itocean.work, where the Agreement is placed.
Data Gateway is a secure Internet connection for data exchange, implemented using the statistical data transfer protocol between the website and the Client’s Site and / or control counters.

This Agreement may contain other terms that are not defined in this Section 2. In this case, the interpretation of such term shall be made in accordance with the text of this Agreement. In the absence of an unambiguous interpretation of the term in the text of this Agreement, one should be guided by the interpretation of such term: first of all, defined on the Site of IT OCEAN LLC; in the second place – by specific legislation of Ukraine; in the third place – by the interpretation that developed on the Internet.

3. Subject Matter of Agreement

3.1. The IT OCEAN company, on behalf of the IT OCEAN Clients and on the basis of the signed contracts of agency, orders the development of the Software Product from the Webmaster with its subsequent placing on the Website and technical support services for the Software Product.
3.2. The Software Product shall be developed taking into account the technical requirements of the IT OCEAN Clients.
3.3. The Software Product shall be designed to enable the Users to commit the Intended User Actions on the Website within the framework of the scenario defined in the technical requirements of the IT OCEAN Clients.
3.4. The Webmaster solely determines the time needed for development of the Software Product.
3.5. The Webmaster shall provide technical support services for the Software Product to ensure that the Users have the opportunity to commit the Intended User Actions in accordance with the technical requirements of the IT OCEAN Clients during the period of technical support agreed with the Client.
3.6. At the conclusion of this Agreement, the Webmaster was notified and agreed that IT OCEAN has the right to monitor and verify the facts of development and provision of technical support services for the Software Product by the Webmaster to the Clients of IT OCEAN, and also to check the calculations of the Webmaster’s remuneration amounts.

4. Identification of Webmaster and Procedure for Receiving Orders

4.1. Identification of Webmaster is the establishment of registration data, as well as payment requisites and data of the Website, which is carried out by the IT OCEAN LLC in order to provide the Webmaster with a list of current orders from the Clients of IT OCEAN, which define the requirements for the Webmaster. The identification can be done directly by the Client of IT OCEAN; in this case the Webmaster only gets access to the list of orders of the Client of IT OCEAN who directly performed the Identification. The Client of IT OCEAN who directly conducted the identification of the Webmaster transmits the information to the IT OCEAN in the cases specified in clause 4.2.
4.2. The data collected during the Identification of the Webmaster are required to be provided at the request of the IT OCEAN LLC, in particular, in the following cases:
4.2.1. when IT OCEAN has reason to believe that the Webmaster violates the terms of the Agreement, the legislation of Ukraine, the rights and legitimate interests of the IT OCEAN LLC and / or other third parties;
4.2.2. when IT OCEAN LLC has reason to assume that Webmaster individual provided false information about his / her status of Resident / Non-resident of Ukraine;
4.2.3. when identification is obligatory in accordance with the requirements of the legislation on countering the legalization (laundering) of proceeds from crime and the financing of terrorism;
4.2.4. when the absence of the Identification of the Webmaster entails the impossibility of executing the obligations to the Client by the IT OCEAN LLC, including in cases provided by the legislation of Ukraine or the country of location / residence of the Webmaster
4.3. Identification is carried out in the following ways:
4.3.1. personal visit to any of the offices of the IT OCEAN LLC or the offices of the Clients of IT OCEAN with presentation of an identity document and the signing of an application for identification according to the form set by the IT OCEAN LLC;
4.3.2. in other ways, not prohibited by law, the information about which is available on the website of IT OCEAN LLC or the websites of the Clients of IT OCEAN.
4.4. In all cases provided for in clause 4.2. of the present Agreement, IT OCEAN LLC has the right to propose to the person who passes through the identification process to additionally verify the information communicated by such person to the IT OCEAN LLC and to confirm the absence of any errors and misrepresentations in this information by using the System. In the case if IT OCEAN sends such a proposal to the Webmaster, the Identification shall be deemed to be completed successfully no earlier than the receipt of the said confirmation from the Webmaster.
4.5. The list of data received from the Webmaster upon his (her) Identification is determined by agreement of the Parties in accordance with the legislation of Ukraine.
IT OCEAN LLC checks the authenticity of information using original documents or proper copies.
4.6. The orders made by the Clients of IT OCEAN are sent to the Webmaster in the form of an e-mail to the e-mail address of such Webmaster indicated by him (her) on the acceptance of the offer; in other case the orders get published directly on the websites of the Clients of IT OCEAN in the form of public announcement or an electronic document.
4.7. The Webmaster requests confirmation of relevance of the order selected for execution from IT OCEAN LLC by sending a request to the e-mail address: info@itocean.work; or from the Clients of IT OCEAN by sending the request directly to such Client of IT OCEAN. Requests received from the Webmaster by the IT OCEAN LLC are transferred to the Client of IT OCEAN.
4.8. After receiving confirmation from the Client about the delivery of the order to the Webmaster, the Client of IT OCEAN sends the technical requirements and information containing the conditions for execution of the order as well as tariffs, rules for calculation of the Webmaster’s remuneration and the confirmation procedure the to the e-mail address of the Webmaster and to info@itocean.work.
4.9. The Webmaster, in the event of agreement with the terms of the delivered order, shall within 3 days send a confirmation e-mail to the Client of IT OCEAN about acceptance of the order for work. In the event that the Webmaster does not agree with the terms of the delivered order or does not send his (her) consent message within 3 days, the delivery of such order is considered to be canceled.
4.10. Having received a confirmation from the Webmaster, the Client of IT OCEAN, in accordance with the contract, transfers the relevant funds to the settlement account of the IT OCEAN LLC in order to cover the order accepted by the Webmaster by the amount determined in the conditions of the order.
4.11. The Webmaster has the right to request information from the IT OCEAN LLC about the amount of cover funds received for the accepted order, and IT OCEAN LLC is obliged to provide such information.

5. Performance of Works and Procedure for Acceptance of Work Performed

5.1. The term required for development work shall be determined at the sole discretion of the Webmaster. The term of technical support works shall be determined by agreement with the Clients of IT OCEAN for each particular order.
5.2. The Software Product developed according to the task shall remain the property of the Webmaster, unless otherwise specified by the order.
5.3. The Software Product being developed must comply with the technical requirements specified in the order.
5.4. After the completion of development of the Software Product, the Webmaster must ensure data transfer through the Data Gateway. The gateway connection is carried out according to the protocol and accounting data issued by the Clients of IT OCEAN or IT OCEAN itself.
5.5. Upon completion of the Data Gateway connection, the Webmaster performs testing by emulating of Users’ actions on the Website where the Software Product is placed in accordance with the scenario that leads to the commission of the IUA. Tests are considered successful if the scenario of the user’s behavior was followed in full compliance with the technical requirements of the order and on condition that the control counters recorded such successful commission of the IUA.
5.6. After receiving the successful test results, the Webmaster shall inform the Clients of IT OCEAN and the IT OCEAN LLC and within 7 days after the receipt of the Webmaster’s message conducts a thorough check of the developed product for compliance with the requirements of the order. In case of a successful fulfillment of the IUA in the course of the verification carried out by the experts of the IT OCEAN LLC, the IT OCEAN LLC shall within 3 days notify the Client of IT OCEAN about successful development of the Software Product. In case of an unsuccessful verification result (violation of the scenario, technical requirements of the order, failure to record the successful result by the control counters, violation of the Agreement), the Webmaster shall within 5 days be notified on the faults found.
5.7. The Client of IT OCEAN has the right to independently check the Software Product from the moment of receiving the message from the Webmaster about its readiness and successfully conducted testing.
5.8. If there are any critical comments on the Software Product, the Webmaster shall within a specified period of time correct the faults and repeatedly commit the actions specified in clauses 5.5. and 5.6. of this Agreement.
5.9. After receiving a message from the IT OCEAN LLC about the successful development of the Software Product, the Client of IT OCEAN must accept the completed work within 5 days or send documentary comments to the Software Product. If within 5 working days the Client has not sent any comments, then the Software Product is considered to be completed in accordance with the order.
5.10. In accordance with clause 5.9., IT OCEAN or the Client of IT OCEAN shall notify the Webmasters that the developed Software Product is accepted. The Webmaster agrees that after the acceptance of the Software Product, he (she) transfers the non-exclusive right to use the developed Software Product to the Client of IT OCEAN for the period specified by the Client of IT OCEAN in the relevant order and will provide its technical support during such term.
5.11. The Client of the IT OCEAN LLC undertakes, upon the IT OCEAN Client’s order to settle with the Webmaster for the development and technical support of the accepted Software Product in accordance with the terms and tariffs specified in the Order.
5.12. The Webmaster agrees that the calculation of the Webmaster’s remuneration for development and technical support will be based on the Data of statistics that reflect the number of successful IUA’s during a particular period.
5.13. After the expiration of the reporting period, the Client of IT OCEAN within 5 days shall form a report based on the Data of statistics reflecting the number of successful IUA’s for the period and based on the tariffs specified in the terms of the Order, calculates the remuneration of the Webmaster and reflects such amount in the report. The report shall be sent to the Webmaster and the IT OCEAN LLC.
5.14. The Webmaster has the right to challenge within 3 days the data contained in the report by providing documentary evidence of his (her) own reliable data.
5.15. In cases of disagreement of the Client of IT OCEAN or the Webmaster with the data contained in the report, IT OCEAN LLC shall act as an independent unbiased arbitration. Guided by the laws of Ukraine and evidence provided by the Webmaster and the Client, IT OCEAN has the right to make their own expertise and decide whether or not the information provided is reliable or not reliable for calculating the Webmaster’s remunerations.
5.16. In case of disagreement with the decision of the IT OCEAN LLC on the disputed report, the Webmaster has the right to settle such dispute in court.
5.17. IT OCEAN LLC has the right to postpone the payment of the Remuneration to the Webmaster in the event of any dispute until the moment of its resolution in a private manner or in court.

6. Procedure of Payment for the Work Performed

6.1. The Webmaster’s remuneration for the completed development and technical support work is carried out by IT OCEAN LLC on behalf of and at the expense of IT OCEAN Clients in the Ukrainian Hryvnia.
6.2. The remuneration is calculated on the basis of conditions and tariffs of the IT OCEAN Clients specified in the order and on the basis of the report data in accordance with clause 5.13. of the Agreement.
6.3. In the absence of objections provided for in clause 5.14. of the Agreement, the payment of the Webmaster’s remuneration shall be carried out within 5 working days from the receipt of the report from the Clients IT OCEAN.
6.4. Payment shall be made in a non-cash form, including by means of electronic money (Global Money and others that are used in Ukraine). Exchange rate differences and commissions of payment systems are paid from the remuneration of the Webmaster. .
6.5. No interest shall be accrued for the amounts of the Webmaster’s remunerations by the IT OCEAN LLC, regardless of the payment date.

7. Reviewing the Webmaster’s Notifications and Resolution of Disputes

7.1. During the fulfillment of the Agreement, the Webmaster may send other than indicated in paragraph 5.14. of the present Agreement notices, requests, claims, statements, complaints and other appeals to IT OCEAN LLC, both envisaged and not envisaged by this Agreement, in one of the following ways (unless otherwise provided by this Agreement):
7.1.1. submission by Webmaster of the relevant notification in the form established by the IT OCEAN LLC to the office of the IT OCEAN LLC (authorized person of the IT OCEAN) accompanied by the presentation of a relevant identity document;
7.1.2. submission by Webmaster of the relevant notification on paper to the IT OCEAN LLC, on condition that the signature of the Webmaster’s representative under such notification is properly notarized;
7.1.3. in a different way, agreed by IT OCEAN LLC and the Webmaster.
7.1.4. IT OCEAN LLC will only accept the submissions from Webmasters in Ukrainian, Russian and English.
7.2. In cases stipulated by this Agreement, or listed on the Site of IT OCEAN, the Webmaster is obliged to provide a written notification of the appropriate form and content to the IT OCEAN LLC.
7.3. All disputes and disagreements that have arisen or may arise from this Agreement on the initiative of the Webmaster are subject to resolution in compliance with the pretrial claim procedure. In the event that the dispute is not resolved within 60 (sixty) working days from the receipt of the Webmaster’s claim, either Party shall have the right to apply to the court for resolution of such dispute.
For the purposes of this Agreement, a claim is a submissions of the Webmaster (or his/her representative who duly presented the authorization document that confirms the right of such person represent the interests of the Webmaster in relations with the IT OCEAN LLC) made in accordance with clause 8.1. of the present Agreement; the subject matter of such submissions is the Webmaster’s civil law claims to IT OCEAN in connection with failure, in the applicant’s opinion, to fulfill (improper fulfillment) of obligations arising from this Agreement to the Webmaster by the IT OCEAN LLC.
7.4. After receiving a written submission (including claims) from the Webmaster, IT OCEAN LLC is obliged within 10 (ten) calendar days (or 30 (thirty) calendar days in case if the claim is addressed to the Client of IT OCEAN) from the date of receipt of such submission to consider it and report the results of its consideration to the Webmaster.
7.5. A reply to the Webmaster’s submission (including claims) shall be sent to the e-mail address of the Webmaster or, at the discretion of IT OCEAN LLC, delivered in any other way agreed with the Webmaster. In the event that the decision is made to fully satisfy a claim, IT OCEAN LLC has the right to perform the corresponding actions without sending a response to the applicant on the satisfaction of such claim.
7.6. Claims of the IT OCEAN LLC and the Clients of IT OCEAN will be sent to the e-mail address of the Webmaster or, at the discretion of IT OCEAN LLC, delivered in any other way agreed with the Webmaster.
7.7. After receipt of submission (including claims) from the IT OCEAN LLC, the Webmaster shall within 5 (five) calendar days from the day of receipt of such submission, review it and report the results of its consideration to the IT OCEAN LLC.
7.8. All disputes and disagreements under this Agreement shall be resolved by the court of general jurisdiction at the location of the IT OCEAN LLC. 

8. Other Rights and Obligations of the Parties

8.1. IT OCEAN LLC has the right:

8.1.1. To deny granting of access to the orders of the Clients of IT OCEAN in case if the Webmaster is not identified in the manner provided for in this Agreement;
8.1.2. To refuse to carry out a remuneration payment transaction for the Webmaster, if the performance of the work is not confirmed by the Client; in such case the transaction will be postponed until the moment of its confirmation by the Client of IT OCEAN or the dispute resolution in accordance with Section 7 of the Agreement;
8.1.3. To refuse to carry out a remuneration payment transaction for the Webmaster in the event of a detected error made by the Client of IT OCEAN or the Webmaster when specifying the payment details, or the Webmaster’s failure to submit or submission of incomplete set of documents (details) required by the IT OCEAN for such transaction, as well as in case of contradiction between such transaction and the legislation of Ukraine or the terms of this Agreement;
8.1.4. To not comply with the instructions for payment of remuneration in favor of the Webmaster when they are received from the Client of IT OCEAN if there is a reasonable suspicion that the Webmaster and the Client make transfers of funds in order to achieve the purposes that are not intended by the Agreement, and for which there have not been any submitted documents, that are necessary for recording of the information stipulated by the laws on countering the legalization (laundering) of proceeds from crime and financing of terrorism, until the Client provides the documents on request of the IT OCEAN LLC;
8.1.5. In the cases provided for by this Agreement and / or the legislation of Ukraine, to terminate the Agreement with the Webmaster with blocking of unpaid Remunerations;
8.1.6. To check the compliance of the work performed by the Webmaster with the technical specifications of the order;
8.1.7. To request from the Webmaster the documents and other information necessary for currency control in accordance with the legislation of Ukraine or the country of location / residence of the Webmaster or the Client of IT OCEAN;
8.1.8. To check, if necessary, the compliance of the calculated Webmaster’s Remuneration with the tariffs, the terms of the order, as well as the recorded data of the control counters confirming the performance of works;
8.1.9. To participate in the resolution of disputes between the Webmaster and the Clients of IT OCEAN in accordance with Section 7 of the Agreement;
8.1.10. To amend the Agreement in accordance with clause 11 of the Agreement;
8.1.11. To deliver statements to the Webmaster on behalf of the Clients of IT OCEAN within the framework of this Agreement;
8.1.12. To suspend the functioning of the Software Product, through a request to the Webmaster within the framework of this Agreement, in case of detection of significant malfunctions, errors and failures, and also for the purpose of carrying out preventive works;
8.1.13. To provide information on the Webmaster, his (her) status of resident / non-resident of Ukraine to the Clients of IT OCEAN;
8.1.14. In order to enforce the Agreement and ensure the security of transactions, to collect, store, process in any way and, if necessary, transfer to third parties (in cases provided for by the legislation of Ukraine) the configuration data and other characteristics of software and hardware used by the Webmaster when executing the orders, and also any other data that are transferred to the IT OCEAN LLC in the process of interaction with the Webmaster;
8.1.15. If violations of clauses 8.4.5, 8.4.6 and 8.4.7 of the Agreement are detected, IT OCEAN LLC has the right to terminate the Agreement unilaterally; all the remuneration received through these violations shall be transferred to the Client of IT OCEAN. The Webmaster is notified by the IT OCEAN LLC about the decision taken. The Webmaster has the right to appeal this decision within one month.

8.2. Webmaster has the right:

8.2.1. To conclude one Agreement for one individual or legal entity; it is not allowed to conclude other Agreements within one particular Website belonging to the Webmaster or one specific part of the Website, the rights to which are received by the Webmaster from third parties;
8.2.2.To file claims to IT OCEAN LLC and the Clients of IT OCEAN and to send other notices in the manner and in the cases provided for in this Agreement;
8.2.3. To unilaterally withdraw from the fulfillment of this Agreement and to receive Remuneration for the confirmed work in accordance with Sections 5 and 6 of the Agreement;
8.2.4. To receive Remuneration for the work performed, in accordance with clause 6 of the Agreement;
8.2.5. To request any information, required for implementation of the Agreement, from the IT OCEAN LLC and the Clients of IT OCEAN;
8.2.6. To use any means for development of the Software Product, subject to compliance with the legislation of Ukraine as well as the technical requirements of the order;
8.2.7. To transfer the rights for the Software Product to third parties after refusal to comply with the terms of the Agreement in accordance with Section 12 hereof.

8.3. Webmaster is obliged:

8.3.1. To perform the works in accordance with the order and this Agreement after confirmation of acceptance of such order in accordance with clause 4.8. of the Agreement
8.3.2. To place the Software Product, developed according to the order, on the Website;
8.3.3. To stop the operation of the Software Product and all related services within 24 hours from the receipt of a notification from the Client of IT OCEAN or the IT OCEAN LLC due to the need for making changes to the operation of the Software Product in accordance with a new order;
8.3.4. To stop the operation of the Software Product and all related services within 24 hours from the receipt of a notification from the Client of IT OCEAN or the IT OCEAN LLC on completion of the order in full or in part, if further execution of the order under the Agreement becomes no longer possible due to any prevailing circumstances;
8.3.5. To stop the operation of the Software Product and all related services within 24 hours from the receipt of a notification from the Client of IT OCEAN or the IT OCEAN LLC due to detection of any violation of this Agreement, the laws of Ukraine or any third-party copyright by the Webmaster;
8.3.6. It is prohibited to imitate the IUA’s in any way by entering knowingly incorrect, non-existent or someone else’s data without proper notification of their owners, when ordering execution of the scenario specified in the technical requirements for the Software Product;
8.3.7. It is prohibited to apply such methods of commission of the IUA’s, which make it possible to execute the scenario defined in the technical requirements for the Software Product, but at the same time force a visitor to perform these actions by deception, blackmail, payment or through any other actions that violate the freedom of such visitor’s choice;
8.3.8. To provide IT OCEAN LLC with reliable and current contact data, as well as in the cases provided for in this Agreement;
8.3.9. When passing through the Identification procedures, to provide IT OCEAN LLC with reliable identification data;
8.3.10. To inform in a timely manner the IT OCEAN LLC about changes in data, details and other data contained in the documents required for Identification, or the data required for sending any notifications;
8.3.11. To provide IT OCEAN LLC with the information and documents that are required by the IT OCEAN LLC within the framework of implementation of this Agreement;
8.3.12. To provide, at the request of the IT OCEAN LLC, all the necessary documents and information related to the conduct of currency transactions according to the procedures and within the terms established by the currency legislation of Ukraine;
8.3.13. In case if the status of the Webmaster is changed by the Resident / Non-resident criterion, first of all, to terminate the provision of services and this very Agreement, and only after that enter into a new Agreement in a modified status;
8.4.14. To fulfill other obligations stipulated by this Agreement.

8.4. IT OCEAN LLC is obliged:

8.4.1. To pay for the work performed by the Webmaster, if such fact is confirmed by the Client of IT OCEAN in the manner prescribed by this Agreement;
8.4.2. To assist in resolving disputes between the Webmaster and the Client of IT OCEAN in matters related to the confirmation of the work performed;
8.4.3. To inform the Webmaster in a timely manner about any changes in data, details and other data in the documents submitted within the framework of this Agreement, or the data required for sending any notifications;
8.4.4. Within 1 business day from receipt of the request for termination of the order from the Client, to notify the Webmaster about the completion of the order in full or in part, in case if further execution of the order under the Agreement becomes no longer possible due to any prevailing circumstances;
8.4.5. Within 1 business day from receipt of the request from the Client to make changes in the Software Product developed under current order, to notify the Webmaster about the need to make changes in the framework of a new order; at the same time the execution of such current order shall be accepted in full or in part in accordance with conditions of the Agreement on the acceptance of work performed;
8.4.6. To accept electronic requests related to the implementation of this Agreement and sent to the e-mail address info@itocean.work;
8.4.7. To notify the Webmaster about making changes to this Agreement by posting such notice on the Website of the IT OCEAN LLC, or sending the notification to the Webmaster in another way provided by this Agreement;
8.4.8. To fulfill other obligations stipulated by this Agreement.

9. Rights to Use Information

9.1. The information received by the Webmaster in the process of developing the Software Product and its technical support for the Clients of the IT OCEAN LLC is authorized by the Clients of the IT OCEAN LLC solely for the purposes of work. Any transfer to third parties and use for other purposes is prohibited.
9.2. IT OCEAN LLC and its Clients, as well as their products (products and applications) are protected by the current legislation of Ukraine in the field of copyright and allied rights.
9.3. Other ways to use the information are prohibited. The Webmaster IS STRICTLY PROHIBITED to transfer the rights granted to him for using the services, applications and data received from the IT OCEAN LLC and the Clients of IT OCEAN, to third parties in full or in part, to provide access to them, modify or process in some other way, transfer them in any others forms or create his (her) own databases or information services based on the data of Users who used the Software Product during the term of the Agreement.
9.4.In case of violation of these usage rights, IT OCEAN LLC reserves the right to use different legal means, other than termination of the agreement. If, due to violations of these Rules by the Webmaster, any administrative or other legal liability is brought by any third party against IT OCEAN, all costs of the required procedures and other expenses resulting therefrom shall be withheld from the guilty Webmaster in full.

10. Procedure for Entering into the Agreement and the Term of Agreement

10.1. This Agreement is concluded between the IT OCEAN LLC and the Webmaster.
10.2. The acceptance of the terms of this Agreement is the commission of one of the following two options whichever chosen by the Webmaster:
- filling in the registration forms on the Client’s website, reading the terms of this Agreement and making a mark of consent in the appropriate field of the registration form;
- sending an application for participation in the development of the Software Product by the Webmaster in the form of e-mail letter with indication of the subject line as follows: “Application for participation in the development of Software Product” sent to the address: info@itocean.work. The letter should contain contact information (e-mail address, telephone number), Website, requisites of the legal entity Webmaster (company name, registration number, legal address) or information about the individual (name, residence status, date of birth), read through the terms of this Agreement, follow a special link contained in the email, sent to the e-mail address of the Webmaster, indicated as contact information in the “Application for participation in the development of SP”.
10.3. Acceptance of the terms of this Agreement shall mean full and unconditional acceptance by the Webmaster of all terms of this Agreement without any exceptions and / or restrictions and is equivalent to concluding a bilateral written agreement (Article 642 of the Civil Code of Ukraine).
10.4. Term of acceptance of the terms of the Agreement is not limited.
10.5. Foreign companies are obliged to provide the IT OCEAN LLC with data on their status in Ukraine in the manner prescribed by the IT OCEAN LLC. In case of not providing the relevant data, the Client, by accepting the offer, confirms that he is a Resident.
10.6. This Agreement is concluded for an indefinite period of time.

11. Alteration and Termination of the Agreement. Termination of the Use of the System

11.1. In accordance with clause 1 of Art. 651 of the Civil Code of Ukraine the Parties have agreed that the IT OCEAN LLC has the right to amend the terms of this Agreement. Any changes made by the IT OCEAN LLC become mandatory for the Parties from the moment when they get posted on the Website of the IT OCEAN LLC, unless otherwise provided by the IT OCEAN LLC.
11.2. In case of disagreement with any change in the terms of the Agreement, the Webmaster has the right to unilaterally cancel this Agreement within three calendar days from the date of publishing the new version of this Agreement, by sending the IT OCEAN an electronic copy of the signed application on paper, written according to the form established by the IT OCEAN LLC; such copy must be sent to the e-mail address: info@itocean.work and have the subject line title: “Termination of the Agreement”.
11.3. In the case if the IT OCEAN LLC does not receive any notifications from the Webmaster about unilateral refusal to comply with this Agreement within the period specified in clause 11.2. of this Agreement, the Webmaster shall be considered to have expressed his consent to the changes made in the terms of this Agreement.
11.4. Refusal to comply with this Agreement, termination of this Agreement, invalidation of this Agreement for other reasons shall entail the termination of orders made by the Clients of IT OCEAN for development and technical support of all transfers.
11.5. The balance amount of funds for the performed development and technical support of the Software Product, subject to proper confirmation by the Clients of IT OCEAN, at the time of termination of the Agreement must be transferred by any means convenient for the Webmaster, in a non-cash form, including via electronic money systems including WebMoney and GlobalMoney or other systems allowed in Ukraine. The term for the return of the balance of funds is to be calculated from the moment of receipt of the money and payment requisites of the Webmaster that are indicated by the Webmaster when accepting the orders from the Clients of IT OCEAN for transferring the balance of money and makes about 10 to 20 banking days. The form and methods of providing details are established by the IT OCEAN LLC at their own discretion.
11.6. The Webmaster is entitled at any time to refuse to comply with this Agreement by sending the appropriate notice to the IT OCEAN LLC in the manners provided for in this Agreement. In such case, this Agreement shall be deemed terminated after 10 (ten) calendar days following the receipt of the relevant notice by the IT OCEAN LLC.
11.7. IT OCEAN LLC has the right to unilaterally cancel this Agreement by sending the appropriate notice to the Client by any of the methods provided for in this Agreement. In this case, this Agreement shall be deemed terminated after 15 (fifteen) calendar days following the sending of the relevant notice.

12. Responsibilities of the Parties

12.1. The Parties shall be held responsible for improper performance of their obligations in accordance with the legislation of Ukraine and the terms of this Agreement.
12.2. IT OCEAN LLC is responsible to the Webmaster for reimbursement of the amounts of Remuneration in accordance with the tariffs specified in the order for the provided development and technical support of the Software Product, the execution of which was confirmed by the Clients of IT OCEAN and the funds for the executed works were transferred by the Clients of IT OCEAN to the bank account of the IT OCEAN LLC.
12.3. IT OCEAN LLC shall not be held responsible:
12.3.1. For malfunctions in the work of mail services, or the Internet, or communication networks, that have arisen due to reasons beyond the control of the IT OCEAN LLC and entailed the untimely receipt or non-receipt by the Webmaster of the notices sent by the IT OCEAN LLC;
12.3.2. In case of technical malfunctions (disconnection / damage to power supply and communication networks, processing center software malfunctions and technical failures in payment systems), which resulted in non-fulfillment of the terms and conditions of the Agreement by IT OCEAN;
12.3.3. In case of occurrence of force majeure situations, when actions of prevailing force do not allow fulfilling the obligations of the Clients of IT OCEAN and the terms of the Agreement
12.3.4. in case of failures in operation of banks and electronic payment systems used for settlements with Webmasters;
12.3.5. For a temporary absence of the Webmaster’s access to the means of communication that provide interaction with IT OCEAN and / or IT OCEAN Clients in the framework of this Agreement, as well as related financial losses of the Webmaster;
12.3.6. For any losses incurred by the Webmaster as a result of suspension of the services for the support of the Software Product due to reasons beyond the control of the IT OCEAN LLC;
12.3.7. For losses of the Webmaster and / or third parties as a result of the inability to use the services of the IT OCEAN LLC, regardless of the reasons for such inability;
12.3.8. For losses incurred as a result of improper filling of orders for transactions by the Client of IT OCEAN;
12.3.9. For losses incurred as a result of indication of the wrong number of contract and special bank account when depositing money and funds are credited by the IT OCEAN LLC to the specified account in order to provide a security deposit;
12.3.10. For losses arising as a result of violation by the Client of IT OCEAN of the established procedure for depositing funds;
12.3.11. For losses incurred as a result of provision of unreliable, incorrect, erroneous data for sending notifications by the Client;
12.3.12. For losses incurred by the Webmaster due to the execution of work under this Agreement;
12.3.13. For losses incurred as a result of non-updating by the IT OCEAN Client or the Webmaster of the data for sending notifications and / or identification data.
12.4. The parties are exempt from property responsibility for non-fulfillment or improper fulfillment of obligations under this Agreement, if such facts are caused by acts of force majeure, i.e. extraordinary and unavoidable circumstances, including spontaneous phenomena, military actions or actions of governing authorities. In case of force majeure circumstances, the affected Party shall inform the other Party in writing about the impossibility to fulfill its obligations within 3 (three) business days.

13. Miscellaneous

13.1. The Webmaster guarantees that all the terms of this Agreement are understandable to him (her) and that he unconditionally accepts them in full.
13.2. The Webmaster guarantees that he (she) will not commit any unlawful actions in order to comply with the terms of the Agreement, as well as for other purposes that are not specified in this Agreement.
13.3.The Webmaster confirms he (she) does not have any beneficiaries and beneficial owners that are different from those declared.
13.4. The relations of the Parties within the framework of this Agreement shall be subject to the material and procedural law of Ukraine irrespective of the country of registration of the legal entity of the Webmaster or his (her) citizenship in the case where the Webmaster is an Individual.