Disclaimer / Software-Agreement

SOFTWARE-AGREEMENT

 

concluded between

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G-Assets Consulting Ltd., a company registered under the laws of the Republic of Malta, bearing the Registration number C 102719 , having its Registered Office at St. Mark Street 19, Valletta VLT 1362, Malta, 

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(hereinafter referred to as "LICENSOR") on the one hand and

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the newly registered user who has entered and submitted his/her data by submitting the form on the website

 

https://www.my-sam.ai/  

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(By submitting the registration form, the User simultaneously confirms that he/she has read and accepted this Software Agreement).

(hereinafter referred to as "LICENSEE") on the other hand, as follows:
 

DEFINITIONS:
 

• S.A.M.-Software: A trading software, not a financial service, that can be connected to a Trading-Exchange or Financial-Broker Platform which makes purchases and sales on these platforms.

• API: Application Programming Interface, which is a software intermediary that allows two applications to talk to each other.

• Billing Cycle: The interval of time between billing statements, namely 30 (thirty) days between the last statement date and the current statement date.

• Trading Exchange / Broker: A trading platform for Assets like Forex, Crypto and more… where customers can buy and sell assets.

• Trading Exchange Account / Broker Account: A professional-level trading platform aimed at advanced traders, giving users advanced charting and trading options and superior control.

• License Fee: The LICENSEE pays a license fee to the LICENSOR, which enables the LICENSEE to set up and use the software for the duration of the contract. The fee(s) will always be invoiced before the start of the contract period.

• Confidential Information: This includes all documents which are provided digitally or in written form by the LICENSOR.

 

 

1. PREAMBLE

1.1 The LICENSEE is a licensee of the LICENSOR; the LICENSEE's rights include the LICENSEE's own use of the S.A.M.-Software for private use and for the management of the LICENSEE's own capital. The purpose of this license agreement is to transfer to the LICENSEE the respective limited rights of use for which an agreed fee and a success-based license fee are due.

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1.2 DISCLAIMER REGARDING FINANCIAL SERVICES AND PROFIT GUARANTEE

The S.A.M.-Software does not constitute a financial service and it is expressly pointed out that no guarantee whatsoever is given for the achievement of profits through the use of the S.A.M.-Software.

The use of the S.A.M.-Software is at the LICENSEE´s own risk and it is pointed out that the use of the software offers no guarantee of financial gain. Any trading or investment decisions made on the basis of the S.A.M.-Software are the sole responsibility of the LICENSEE.

The LICENSOR of the S.A.M. Software shall not be liable for any direct, indirect, consequential, or other damages arising from the use of the software, including but not limited to financial losses. It is strongly recommended that the LICENSEE seeks independent financial advice and carefully monitors their trading activities before using the S.A.M. Software. This disclaimer remains effective even if the LICENSEE has been advised of possible risks or uncertainties. Any expectations or assumptions regarding financial gains from the use of the S.A.M.-Software are explicitly excluded.

 

1.3 LICENSEE´S RESPONSIBILITY FOR S.A.M.-SOFTWARE USAGE

The LICENSEE affirms that, by acknowledging and accepting the terms of the License Agreement, he/she assumes complete responsibility for the utilization of the S.A.M.-Software.

 

It is the responsibility of each LICENSEE to ensure that all legal criteria and requirements established by applicable EU law and international financial authorities are strictly adhered to in order to use the S.A.M. Software. LICENSEE acknowledges that compliance with such regulations is an integral part of its responsibility under this Agreement and its commitment to the lawful and ethical use of the S.A.M. Software.

This affirmation of responsibility remains in effect throughout the entire term of the License Agreement and encompasses all aspects of the LICENEE's engagement with the S.A.M.-Software. It is crucial for the LICENSEE to stay informed about and in compliance with relevant laws, regulations, and standards governing the use of the S.A.M.-Software in their jurisdiction.

 

1.4 LIABILITY OF THE LICENSOR FOR THE USE OF THE SOFTWARE BY THE LICENSEE

The LICENSOR assumes no liability or responsibility for the specific manner in which the LICENSEE uses the S.A.M.-Software. The Licensor is not liable for any actions, decisions or conduct of the LICENSEE  in connection with the use of the S.A.M.-Software.

The LICENSOR’s indemnification applies to all aspects of the use of the S.A.M.-Software, including, but not limited to, the LICENSEE’s compliance with laws, regulations or industry standards. Any risks and responsibilities arising from the use of the S.A.M.-Software are the sole responsibility of the LICENSEE.

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2. SUBJECT MATTER OF THE CONTRACT

2.1. LICENCE UPON CONCLUSION OF THE CONTRACT

The LICENSOR grants the LICENSEE a non-transferable, personal, non-exclusive license, limited in time and location (for the term of this Agreement), to use the LICENSED PROGRAMS as follows, subject to payment of the fee set forth in Section 5. The license includes the use for the intended purpose (Section 3) of the programs and related user documentation selected by LICENSEE. LICENSEE within the meaning of this Agreement shall be exclusively the aforementioned Contracting Party with its employees (exclusively in their capacity as employees of the LICENSEE). This term does not include persons who work for The LICENSEE on a freelance basis (e.g. freelancers), affiliated companies, vicarious agents, customers or other agents of the LICENSEE.
 

3. SCOPE OF THE LICENSE

3.1. USE OF THE S.A.M.-SOFTWARE

"Intended Use" of the S.A.M.-Software pursuant to Section 2.1 means its use as trading software for trading "trading pairs" such as cryptocurrencies on official crypto exchanges or other "trading pairs" such as forex pairs on a trading exchange account/brokerage account.

 

3.2. FUNCTIONS OF THE SOFTWARE

The valid license agreement allows the LICENSEE to log into his personal back office of the S.A.M.-Software. In this back office, the LICENSEE can freely link his S.A.M.-Software to a portfolio created by the LICENSEE specifically for this software in his trading exchange account / broker account via the API interface of the trading exchange. After successfully linking the S.A.M.-Software to its trading exchange account / broker account, the LICENSEE can independently activate the trading versions of the S.A.M.-Software in its back office, which will then independently make purchases and sales on the trading exchange account / broker account on behalf of the LICENSEE. This algorithm acts fully autonomously once activated, but can be deactivated by the LICENSEE at any time. Furthermore, the LICENSEE is free to set a maximum trading volume per linked trading exchange account / broker account. Thus, the LICENSEE decides with which budget of the current capital the S.A.M.-Software may operate. In addition, the LICENSEE is also free to intervene in the trading of the software at any time and manually close open traded positions in desired cases.

If the LICENSEE is entitled to use more than one trading version of the S.A.M.-Software, the LICENSEE is entitled to activate or deactivate any of the activated versions at any time and allocate the traded capital to each version in the desired percentage.

The maximum allowed trading volume, which depends on the LICENSOR, depends on the selected license version of the LICENSEE and is described in more detail under point 5.

The S.A.M.-Software analyses some predefined trading pairs traded on the trading exchange account / broker account. By the special analysis of trends, volume and other factors traded on this exchange at a certain time, the S.A.M.-Software calculates a possible time to buy a trading pair. Based on the possible change in the price of this trading pair, the S.A.M.-Software will hold it until a profit of a few percent has been made based on the actual change in the price, if the calculation was correct. As soon as the calculation shows that the time has come to sell, the S.A.M.-Software will automatically sell its held shares in the traded trading pair and thus, in the optimal case, has also made a profit for the LICENSEE. If the S.A.M.-Software has miscalculated a point in time and the market behaves differently than calculated, the S.A.M.-Software will also close an open trading position at a loss to avoid a possible larger loss.

However, trading in the financial markets is a speculative business and the LICENSEE is explicitly aware that there is no guarantee of successful results.

 

3.3. ACCESS TO THE S.A.M.- SOFTWARE

By signing this agreement, the LICENSEE authorises the LICENSOR to access the following data by linking the personal trading account through the Trading-Exchange Account interface:

• Trading Exchange Account

  • Access to the portfolio linked by the LICENSEE.

  • Trading the desired amount on the portfolio linked by the LICENSEE.

  • Reading the account balances of the portfolios

  • Accessing the trading functions of the portfolios

  • Access to change the leverage / margins

  • Buying Trading-Pairs

  • Selling Trading-Pairs

  • Setting orders

  • Accessing the order book

  • Evaluating the orders

Access to and storage of this data is limited to the duration of this agreement.

 

3.4 DEACTIVATION OF THE S.A.M.- SOFTWARE BY THE LICENSOR

The LICENSOR will deactivate the S.A.M.-Software in the following cases:

- If the functionality of the S.A.M.-Software is no longer given.

- If the LICENSOR is legally forced to deactivate it.

- If the term of this agreement ends.

- If the agreed license fee and or the success commission is not paid by the LICENSEE in due time (in this case the contract is not terminated, but only the functionality of the S.A.M.-Software is discontinued until the outstanding invoice is paid).

 

4. LIABILITY

4.1 DISCLAIMER OF LIABILITY

The LICENSEE is responsible for ensuring compliance with all legal requirements for using the S.A.M. Software in conjunction with a Trading Exchange Account. Neither the S.A.M. Software nor the LICENSOR has any influence on the guidelines and specifications mandated by the Trading Exchange. The LICENSOR bears no responsibility for withdrawals, deposits, or their associated legal ramifications.

The LICENSEE acknowledges and agrees not to hold the LICENSOR liable for any damages resulting thereof. In the event of legal or market changes, the LICENSOR shall not be held liable for any losses incurred by the LICENSEE through the use of the S.A.M. Software. Additionally, the LICENSEE waives any entitlement to compensation or reimbursement for losses. It is affirmed that the LICENSEE will not pursue damages against the LICENSOR at any time.

LICENSEE assumes sole responsibility for LICENSEE's or any user's use of the S.A.M.-Software, the LICENSEE shall indemnify and hold LICENSER fully harmless from and against all claims, costs, damages, losses and liabilities which may arise from such use.

 

4.2 LIABILITY OF LICENSOR

The liability of the LICENSOR for breaches of this license agreement is limited to cases of gross negligence and intent, for which the LICENSEE bears the burden of proof. Any obligation to compensate on the part of the LICENSOR is limited to the average annual license fee actually paid.

These limitations of liability do not apply to any potential liability of the LICENSOR under the Product Liability Act and for damages resulting from injury to life, body, or health, provided that the LICENSOR is responsible for such.

In all other respects, any liability of the LICENSOR, regardless of the legal basis, is excluded.

 

4.3. CIRCUMSTANCES BEYOND THE CONTROL OF THE LICENSOR

The LICENSOR will not be responsible and will not bear any liability if one of more of the following occurs:

1. the malfunction of any software not provided by the LICENSOR;

2. the malfunction of any hardware used by the LICENSEE;

3. the LICENSEE’s negligence or fault;

4. any material changes in the operating environment, not authorised by the LICENSOR; and

5. any changes in the relevant law and legislation, meaning it is not legal to operate the S.A.M.-Software.

6. the malfunction of the API offered by the connected Trading Exchange account.

7. any malfunctions caused by the connected Trading Exchange / Broker

8. Events beyond the control of the LICENSOR (such as force majeure, strikes, lockouts, absence or delay of third-party deliveries despite the conclusion of congruent cover transactions) which significantly impede or temporarily make delivery or performance impossible entitle the LICENSOR to postpone the fulfillment of its obligations for the duration of the hindrance and a reasonable resumption period. The LICENSOR will promptly inform the LICENSEE of the occurrence and termination of such circumstances.

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4.4 TAXES AND DUTIES

The parties shall be responsible for their own taxes and duties. Neither party shall have any liability under this agreement for any taxes or duties affecting the other party.

 

5. SPECIFICATIONS OF THE AGREEMENT

5.1 LICENSE FEE

The LICENSEE agrees to pay a License Fee based on the Version selected by him (Section 5.2) to the LICENSOR. This fee will enable the LICENSEE to activate the S.A.M.-Software and link it to its trading exchange account (one or more) and use it for the duration of the contract (Section 6).

 

5.2 LICENSE FEE - VERSIONS

The fee is to be paid before the agreement period begins, and it also kicks off the agreement period. If the contract is extended, the payment received marks the start of the renewed agreement period (Section 6).

The software licenses offered allow the LICENSEE access to all basic functions that ensure the successful operation of the software. 
However, when purchasing individual software licenses, the following functions are always restricted to varying degrees.
 

- Tradable markets: Crypto (YES/NO), Forex (YES/NO)

- Maximum number of Trading-Pairs between: 1 Pair -> 25 Pairs

- Maximum leverage between: 2x -> 100x

- Maximum number of connectable brokers / exchanges between: 1 -> 3
 

The LICENSEE is entitled to use a maximum trading volume between 1.000,00 Euro and 100.000,00 Euro. This trading volume cannot be exceeded by the S.A.M.-Software. The LICENSEE is obliged to adhere to this maximum trading volume. If the LICENSEE wishes to use more trading volume, he must purchase a higher license variant.​

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The LICENSOR reserves the right to make potential changes to the design of the activated functions of the individual versions. This means that the functions can be changed after the end of the contract term (Section 6). This means that the LICENSOR is not obliged to provide the LICENSEE with the same functions that were available to the LICENSEE during a previous contract period if the contract is extended.

 

5.3 LICSENSE FEE – PAYMENT TERMS

The total amount of the license fee is the remuneration for the intended use of the S.A.M.-Software in accordance with this Agreement. The successful payment of the license fee and, if applicable, the success commission fee is necessary to start the runtime (section 6) of the Software Agreement. The license fee is non-refundable in the event of termination of the agreement.

The LICENSOR is entitled to forward outstanding claims against the LICENSEE to a collection agency commissioned by him. The collection costs incurred shall be borne in full by the LICENSEE. In addition, the LICENSOR is free to restrict or even discontinue the functionality of the S.A.M.-Software (point 3.4) if the LICENSEE does not meet outstanding payment claims arising from this contract.

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6. RUNTIME / TERMINATION

This Agreement shall enter into force upon successful payment of the license fee (Section 5.2) by the LICENSEE to the LICENSOR and shall be valid for a period of 1 month from the date of receipt of payment. The contract is automatically extended by a further month if the LICENSEE successfully makes a further payment to the LICENSOR for the new term. If either the LICENSEE or the LICENSOR wishes to prevent the automatic renewal, the contract must be terminated in writing at least 7 days before the end of the current contract term.

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However, if the LICENSEE makes an advance payment for a period of 12 months, the contract shall be extended for a period of 1 year from the date of receipt of payment. The terms for termination of the contract remain unchanged and require written notice of termination at least 7 days prior to the end of the current contract term, regardless of whether it is a 1-month or 12-month term.

During the term of this contract, this contract can otherwise only be terminated by either party for an important reason, but there is no right to compensation at any time.

 

6.1 TERMINATION BY THE LICENSOR

The LICENSOR shall have the right to terminate the agreement with immediate effect in the event that:

1. The LICENSEE discloses the S.A.M.-Software to a third party, whether directly or indirectly and whether inadvertently or purposefully;

2. The LICENSEE is declared insolvent, proceedings in bankruptcy are instituted;

3. The LICENSEE attempts to use, copy, license, or convey the S.A.M.-Software in any manner contrary to the terms of this agreement;

4. The LICENSEE attempts to resell information generated from the use of the S.A.M.-Software;

5. The LICENSEE uses third-party funds;

6. The LICENSEE uses the S.A.M.-Software for commercial purposes;

7. There is an attempt to obtain more detailed information about the S.A.M.-Software by non-commercial means (for example via a hacker attack).

 

6.2 TERMINATION BY THE LICENSEE

The LICENSEE can terminate the extension during its duration. In such a case, the duration ends upon the expiration of each respective 30-day period (see point 6 of this agreement).

During the term of this contract, this contract may only be terminated by either party for good cause, but there shall be no entitlement to compensation at any time.

The LICENSEE shall have the right to terminate the agreement with immediate effect in the event that:

1. The LICENSOR is declared insolvent, proceedings in bankruptcy are instituted;

2. The LICENSOR ceases to do business;

3. There is no access to the S.A.M.-Software for a minimum of a 1 (one) week period.

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7. UPGRADE / DOWNGRADE

The licensee has the right to upgrade from his current package to a new, higher-value package at any time. As well as the right to downgrade from his current package to a new, lower-priced package.

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7.1 UPGRADE

1. The LICENSEE is authorized to carry out an upgrade independently via his online customer account. This is done electronically and requires a clear indication of the desired new package and the time of the desired activation.

2. Once payment has been received, the LICENSOR undertakes to activate the upgrade automatically and immediately. Activation is subject to the specific terms, prices and conditions applicable to the selected package at the time of the upgrade request.

3. The LICENSEE will be notified immediately after successful activation of the upgrade via their account or by other suitable means. This notification contains relevant information, including the updated contract details and the new scope of services of the upgraded package.

4. Should there be any delays or problems with activation, the LICENSOR will inform the LICENSEE immediately and work together to find a prompt solution. It is in the interest of both parties to ensure that the upgrade takes place smoothly and promptly.

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7.2 ADJUSTMENT OF PACKAGE PRICE BY UPGRADE

If the LICENSEE upgrades during the term of an active package, the LICENSEE will only be charged the difference to the higher package based on the term already used.

Here is an example:

Suppose the LICENSEE has an active license worth €99 with a term of 30 days. After 10 days, the LICENSEE decides to upgrade to a larger license worth €199.

The original €99 is split evenly over the 30-day term, so that after 10 days, €33 of the €99 license has already been used. This means that there is still €66 of unused license time available for the remaining 20 days.

When upgrading to the €199 license for the remaining 20 days, the €199 is calculated back down to the remaining days of the term, which would therefore only be €132.67 for 20 days of the remaining term. 
However, the remaining credit of €66 from the previous term is also taken into account here.
This means that the actual upgrade fee to a 199€ license after using 10 days of the active 99€ license is only 66.67€.

 

7.3 DOWNGRADE & CREDIT BALANCE
In the event of a downgrade during the term of an active package, a credit balance potentially arises that is not paid out in cash. This credit results from the difference between the fees already paid for the original package and the costs of the downgraded package for the remaining term.

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The credit is calculated on the basis of the original contract term and the difference between the cost of the previous package and the new package. The company reserves the right to adjust this calculation method according to the terms of the contract.

The non-payable credit is purely internal and cannot be returned to the customer as cash or in any other form. It is used exclusively to cover future costs in connection with the contract extension.

The exact amount of credit accrued will be communicated to the customer in a clear and easy-to-understand message when a downgrade occurs. This information will be communicated to the customer on their website account before the next renewal of the package in order to ensure transparency about the existing credit balance.

The company commits to automatically and transparently taking into account the non-payable credit balance in the next contract renewal. The customer will be informed of how the credit will be offset against the new costs.

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7.4 TERMINATION OF THE SOFTWARE LICENSE

In the event of termination of the subscription after expiry of the predetermined term, the subscription is effectively terminated in its entirety. This means that all services, access or authorizations associated with the subscription that were granted to the user during the active term will be discontinued at the time the term expires. Termination means that the user is no longer authorized to use or access the services offered as part of the subscription.

It is important to emphasize that termination of the subscription at the end of the term does not entail a refund of any subscription fees already paid for the expired period. The user will be informed of these conditions prior to termination at the end of the term and will have the option to terminate the use of the subscription before the end of the term to prevent automatic renewal.

If there is still a credit balance at this time due to a previous downgrade, this credit balance will not be paid out in cash.
The remaining credit will instead remain on the user's account and will not expire. It can be offset at a later date when a new software license is purchased. This enables the user to use the existing credit balance for future transactions if required, thus ensuring efficient and transparent processing. It should be noted that the credit can only be used for the purchase of software licenses and cannot be paid out in any other way.

 

8. WARRANTIES

The LICENSOR warrants that during the warranty period, the S.A.M.-Software will perform free of defects and deficiencies and shall conform to the specifications (the “Software Warranty”) listed in Clause 3.2 of this Agreement.

The LICENSOR’s obligations with respect to this Software Warranty shall be to attempt first to repair or replace at no additional cost, any defective S.A.M.-Software.

If LICENSOR determines, after using its best efforts to repair or replace the Software, and after having consulted with the LICENSEE and with the LICENSEE's agreement [which shall not be unreasonably denied], that it is unable to repair, replace or otherwise correct the defect, LICENSOR agrees to refund the One-time Fee paid.

Such refund shall be less a pro rata discount calculated, with regard to the period of time during the warranty period that the LICENSEE was using the S.A.M.-Software.

The LICENSOR’s obligation and liability under this clause 8, shall however be limited to the replacement and correction of the S.A.M.-Software so that it will so perform in accordance with the specifications listed in Clause 3.2 of this agreement and is not in any way related to any results obtained through the use of the S.A.M.-Software.

 

 

9. RIGHTS TO THE S.A.M.- SOFTWARE, INTELLECTUAL PROPERTY RIGHTS

The LICENSEE acknowledges that it has no rights to the LICENSE PROGRAMS other than the rights of use agreed in this Agreement and that all other rights, in particular the copyright and all rights of exploitation and disposition in the LICENSE PROGRAMS as well as the right of ownership in the LICENSE PROGRAMS, are vested exclusively in the LICENSOR or its Licensors.

The LICENSEE shall not be entitled to publish, transfer, transmit, distribute, broadcast, circulate, sell, resell, lend, lease, distribute, or transfer the S.A.M.-Software or copies thereof to any third party, or to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the S.A.M.-Software components. The LICENSEE shall not use or permit the use of the S.A.M.-Software to provide data management or processing services to any third party. The LICENSEE is not authorized to reproduce the S.A.M.-Software, or any part thereof (except as expressly permitted herein) or to modify, translate or otherwise create derivative works of the accompanying documentation.

The LICENSEE agrees to inform its employees and agents who have access to the S.A.M.-Software of the restrictions contained herein and to ensure that they comply with such restrictions. The LICENSEE is not granted any right to modify (including for the purpose of error correction), adapt or translate, recompile, reverse engineer, or create derivative works of the S.A.M.-Software.

Nothing in this Agreement is to be interpreted as giving LICENSEE the right to obtain the source code of the LICENSED PROGRAMS.

 

10. DATA PROTECTION & CONFIDENTIALITY

Insofar as access to personal data occurs as a result of the contractual provision of services the contracting parties shall comply with the provisions of the General Data Protection Regulation (EU) 2016/679 (GDPR) and other relevant data protection regulations. In particular, the contracting parties shall take the necessary technical and organizational measures to protect the personal data within the meaning of Article 32 GDPR.

 

The LICENSEE shall keep secret all information concerning the S.A.M.-Software - which is not readily available to the general public - as well as all agreements regarding the fees to be paid and may only use such information in accordance with this agreement and mandatory legal provisions.

The LICENSEE acknowledges that any documents, their contents, or other proprietary or confidential materials expressly designated as confidential that are provided to the LICENSEE by the Licensor during the term of this Agreement ("Licensor Confidential Information") are valuable assets of the LICENSOR. The LICENSEE will take reasonable steps to ensure that LICENSOR's Confidential Information is not used or disclosed except as expressly permitted in this Agreement. LICENSOR will not provide access to Customer's Confidential Information to any uninvolved third party in any manner except as provided in this Agreement.

The LICENSEE acknowledges and agrees that the S.A.M.-Software constitutes a valuable proprietary product of Licensor and that the S.A.M.-Software, together with the terms of this Agreement, shall be referred to as "Licensor Confidential Information." The LICENSEE will take reasonable steps to ensure that the Licensor Confidential Information is not used or disclosed except as expressly provided.

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11. AMENDMENTS AND ADJUSTMENTS TO THE CONTRACT
11.1 RESERVATION OF RIGHT OF AMENDMENT
The company reserves the right to amend or supplement the terms of this contract, including annexes and integrated documents, at any time. Reasons for such changes may include adaptation to changed market conditions, legal requirements, technological developments or other relevant factors.

 

11.2 NOTIFICATION OBLIGATION AND CONSENT
The Affiliate Partner shall be notified of amendments or additions to this Agreement in writing or in text form at least 30 days before they are scheduled to come into effect. The notification shall include a clear description of the changes made and the date of entry into force. The Affiliate Partner has the right to declare its consent to the changes or to object to them within 14 days of receipt of the notification. Failure to respond in due time shall be considered as consent to the changes. In the event of an objection, the contract may be terminated by either party subject to the regular notice period.

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11.3 EFFECT OF THE AMENDMENTS
As soon as amendments become effective, they replace the corresponding provisions of the original contract. All other provisions of the contract remain unaffected and continue to apply unless they are directly affected by the amendments.

 

12. FINAL PROVISIONS

The LICENSEE shall be exclusively entitled to exercise the rights arising from this agreement. These may not be assigned without the consent of the LICENSOR - for whatever reason. A declaration of consent by the LICENSOR under this clause must be in writing to be valid.

The parties are independent and nothing in this agreement shall be construed as giving either party the power to direct or control the day-to-day operations of the other party or giving either party authority to incur or assume any liability on behalf of the other party for any purpose whatsoever or making the parties partners, joint venture partners, co-owners or otherwise participants in a joint venture.

All financial and other obligations shall be the sole responsibility of the respective party.

The parties agree that there are no oral side agreements.

Unless otherwise agreed above, any amendment to this agreement must be in writing. This shall also apply to any waiver of this formal requirement.

Should one or more provisions contained in this agreement be void or ineffective or lose their effectiveness due to subsequent circumstances or should there be a loophole in the agreement, this shall not affect the validity of the remaining provisions. The invalid provision shall automatically be replaced by a valid provision which corresponds as far as possible to the intended purpose in a legal and economic manner.

 

12. JURISDICTION

Malta is agreed as the place of jurisdiction for any disputes arising from this agreement. The legal relations of the contracting parties shall be governed by Maltese law to the exclusion of any conflict of laws rules.

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