Portal, Website Design, Usage and Sales Agreement

INOVAZEN MONTENEGRO D.O.O.
PORTAL, WEBSITE DESIGN, USAGE AND SALES AGREEMENT

I- PARTIES:
This Portal Website, Design, Usage and Sales Agreement (“Agreement”) has been fully agreed upon and signed under the terms and conditions specified below between INOVAZEN MONTENEGRO D.O.O., whose registered office is located at Petra Sinanovica Nagiba, Lamela 5/22 City Kvart Podgorica / MONTENEGRO (hereinafter referred to as “Inovazen”), on one side, and ………………………………………………………………………………………………………………..….., authorized to represent and sign, located at …………………………………………………………………………………………………………………….……………… (hereinafter referred to as the “CUSTOMER”), on the date ……………….

II- SUBJECT OF THE AGREEMENT:
The subject of this Agreement is the preparation by Inovazen of the internet software required to carry out communication, promotion, advertising and similar services.

III- RIGHTS AND OBLIGATIONS OF INOVAZEN:
1. Inovazen shall provide the hosting infrastructure where the web portal will be hosted and operated, provide technical support, and perform the necessary creative work in return for the contract fee.
2. It shall prepare the software (web design) required by the Customer for promotion and advertising and shall be obliged to fix any software errors and issues related to the services provided within one (1) week. No fee shall be charged for these corrections. For additional design requests made by the Customer (adjustments requiring design and code changes, page additions), Inovazen shall complete the work and integrate the necessary updates and additions into the system within the shortest time possible in return for an additional fee.
3. Inovazen shall provide the database infrastructure where detailed information and visuals belonging to the Customer will be entered and provide technical support. It shall establish the web-based tracking system.
4. The Web Portal subject to this Agreement is a system operating on an internet server and will be installed on _____________________ (Domain). All licensing, usage and operating rights of this website belong to Inovazen.
5. Inovazen reserves the right not to provide FTP and CPanel information to the CUSTOMER. The CUSTOMER may obtain FTP and CPanel information only in return for a fee determined by the parties.
6. Inovazen may evaluate additional features requested by the CUSTOMER and implement them in return for an updated price. The relevant update fee shall be determined by mutual agreement of the parties (approval via email).
7. If the server is hosted by Inovazen, it undertakes to resolve all issues preventing the operation of the website free of charge. However, Inovazen shall not be responsible for issues arising from servers owned by the Customer, as it has no authority to intervene. Inovazen develops the product to function on Internet Explorer 7 and above, Firefox 3.0 and above, Google Chrome, Opera 10 and above, and Safari, and does not guarantee operation on other browsers. Additionally, it does not guarantee proper operation on very slow computers, systems with very slow internet connections, or virus-infected devices.

IV- RIGHTS AND OBLIGATIONS OF THE CUSTOMER:
1. The Customer is responsible for obtaining the domain name for the website. The Customer agrees to host the server system on which the web-based software will be installed within Inovazen’s infrastructure.
2. If the Customer wishes to renew the hosting service purchased for a fee after one (1) year, they have the right to extend the service for another one (1) year by paying the required fee.
3. The Customer may change the hosting location and purchase the source codes for an additional fee.
4. During the design and preparation of the website, the Customer shall provide all necessary images and written documents, delivering them to Inovazen in digital format or in high quality. Inovazen shall not be held responsible for delays caused by the Customer’s failure to provide the required documents on time.
5. The Customer may present a sample website to Inovazen. Incorporating sample information from that website into the new design is the responsibility of Inovazen. However, if the requested content from the sample website includes copyrighted text, communication materials, images, or any visual and/or written content belonging to third parties, and if the use of such content constitutes a violation of Intellectual Property Law, the Customer must submit this request to Inovazen with written instruction. The Customer hereby declares and accepts that Inovazen shall not be held responsible for implementing such requests.
6. The Customer declares and accepts that all ideas, thoughts, expressions, comments, and texts provided belong to them and that Inovazen bears no responsibility. The Customer also accepts that web designs will be developed using WordPress and/or OpenCart infrastructure and agrees to use licensed theme options provided by Inovazen. Any paid themes or plugins requested outside these options will be subject to additional fees and may be provided upon payment. The selected theme license will not be delivered to the Customer. If the Customer wishes to obtain the theme license, they may purchase it from https://themeforest.net and/or opencart.com. Even if the license key is not provided, the Customer may still make edits within the site, as the absence of a license key only limits loading other demo templates of the theme. (The license key is mainly required for importing other demo templates.)
7. The CUSTOMER may not request the addition of content that will slow down or disrupt the general functioning of the system. If the Customer installs plugins and/or similar software outside of Inovazen or makes changes to the existing source code that cause the website to crash, Inovazen accepts no responsibility. Any changes made without the authorization of Inovazen are the responsibility of the person or institution making such changes.
8. For any changes to be made by the Customer, Inovazen must be informed in advance. Inovazen will take a backup of the database and provide support accordingly. However, if changes are made by the Customer without informing Inovazen and without a database backup, and this results in system failure, the Customer shall be solely responsible.
9. The CUSTOMER accepts full responsibility for any messages posted in various sections of the website during its use. The CUSTOMER undertakes to immediately notify Inovazen and take necessary actions to remove such content if messages contain illegal content under applicable laws, propaganda of terrorist organizations, obscene content, gambling, prostitution, or encouragement of drug use. The CUSTOMER accepts in advance that Inovazen bears no responsibility in legal matters.
10. The CUSTOMER declares and undertakes that they are solely responsible for the licensing rights of all images, videos, texts, and audio files uploaded to the website.
11. The CUSTOMER accepts in advance that any content requested to be added to the website will not be contrary to public morality or insulting to others.

12. The CUSTOMER shall be solely and unlimitedly responsible for all claims directed by Inovazen and third parties in the event that the CUSTOMER fails to fulfill or properly perform its obligations and commitments under this Agreement.
13. In the event that Inovazen is required to pay or becomes obligated to pay any compensation, judicial or administrative fines, or similar payments to third parties, institutions or official authorities under any name whatsoever due to the CUSTOMER as a result of the services arising from this Agreement, Inovazen shall have the right of recourse against the CUSTOMER for the amounts paid or to be paid. The CUSTOMER hereby accepts and undertakes to compensate, fully, in cash and in a lump sum, without the need for any further notice or judgment, all damages suffered by Inovazen for this reason.

V- PRICING, PAYMENT AND DELIVERY TERMS
The fee for the preparation of the website has been determined in advance, and the cost for necessary translations and purchased visuals has been specified to the Customer as ……………. €. The Customer shall pay this amount via the website www.foxizen.com by placing an order and selecting one of the payment methods such as bank transfer, debit/credit card, in return for an invoice. The stated fee applies to the preparation of the website in a single language. If the website is requested in additional languages, such services shall be subject to additional fees for each language. It is hereby explicitly declared within this Agreement that such services are not included in the selected website packages on www.foxizen.com.

Furthermore, according to the selected package content on www.foxizen.com, the completed website shall be delivered ready for use at the end of the work, with written or email confirmation.

In the event of a delay in completion or inability to complete the website, except in cases of force majeure or reasons arising from the Customer, Inovazen shall refund all fees received.

Additional service requests by the Customer shall be subject to additional fees, and if such requests are likely to delay the completion of the work, the delivery period shall be redefined by Inovazen and notified to the Customer via email.

Website update services are subject to a separate maintenance agreement and will be charged additionally by Inovazen.

VI- INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
1. All elements of the Site (including but not limited to design, text, images, HTML code and other codes) (works subject to copyright of the Website) belong to Inovazen and/or are used under license obtained from third parties. The CUSTOMER may not resell, share, distribute, display, reproduce, create derivative works from, or allow others to access, operate or use these Services, Inovazen information, or copyrighted works provided by Inovazen; otherwise, the CUSTOMER shall be responsible for covering all damages claimed from Inovazen by third parties, including licensors, as well as court costs and attorney fees, without limitation.
2. All rights of Inovazen regarding the Services under this Agreement, information, copyrighted works of the Website, trademarks, trade dress of the Website, and all tangible and intangible property rights, real and personal rights, commercial information and know-how are reserved.

VII- DELIVERY OF WORK, DURATION AND TERMINATION OF THE AGREEMENT:
1. The delivery period of the work specified in this Agreement is 30 (THIRTY) working days and shall become effective as of the signing date. Unless terminated earlier for the reasons explicitly stated in the Agreement, it shall automatically expire on ………………… without any need for notice. This Agreement may only be renewed in writing upon mutual agreement of the parties.
2. If either party breaches any of its obligations under this Agreement, fails to properly fulfill its duties, becomes bankrupt, insolvent, declares concordat or postponement of bankruptcy, abandons the work before the end of the contract period, or if its legal structure or operational continuity is endangered, including but not limited to direct or indirect change of ownership affecting management rights, the other party shall have the right to unilaterally terminate the Agreement.
3. If the CUSTOMER fails to fulfill its obligations under this Agreement, Inovazen shall notify the CUSTOMER in writing and grant a period for compliance. If the obligations are still not fulfilled, Inovazen may terminate the Agreement, deduct 40% of the paid amount as a penalty, and transfer the remaining amount to the CUSTOMER’s account on www.foxizen.com as Store Credit. Store Credit can be viewed under the “My Balance Transactions” menu and may be used within one (1) year for other services up to the amount of the balance. The credit cannot be sold or transferred to another person.

VIII- TAXES AND FEES:
All taxes, duties, charges and licenses, including stamp tax required under Montenegro laws related to this Agreement, shall be borne by the CUSTOMER.

IX- AMENDMENTS TO THE AGREEMENT:
1. If any provision or condition of this Agreement or its annexes is found to be invalid, void, voidable or unenforceable, or contrary to law, this shall not affect the validity of the remaining provisions.
2. The parties may make amendments to the Agreement in writing, with mutual consent and signatures. Correspondence regarding amendments shall not create any rights or obligations for the parties.

X- EVIDENCE AGREEMENT
The parties hereby accept in advance the validity of the documents to be submitted to the court regarding the rights and obligations arising from this Agreement and agree that these documents may be examined by the court. Additionally, documents submitted electronically shall also be accepted as valid and binding evidence.

XI- COMPETENT COURT:
In case of disputes arising between the parties due to this Agreement, the Courts and Enforcement Offices of Podgorica, Montenegro shall have jurisdiction.

XII- FORCE MAJEURE
Events that occur beyond the control and will of the parties, are outside reasonable control, and prevent and/or delay the fulfillment of obligations undertaken under this Agreement, and which could not have been foreseen, including but not limited to war, civil war, terrorist acts, earthquakes, fires, floods, epidemics and similar natural disasters, shall be considered force majeure. If such an event occurs, the affected party must immediately notify the other party without delay. In such a case, the parties shall jointly evaluate the situation and determine and implement the necessary measures together. The parties shall not be held liable for failure to perform their obligations fully or on time due to force majeure. If the force majeure event continues uninterrupted for 30 (thirty) days, the parties shall meet and the Agreement shall automatically terminate. However, the rights and receivables accrued before termination shall remain reserved.

XIII- ASSIGNMENT AND TRANSFER
If either party assigns its rights and obligations arising from this Agreement to a third party without prior written consent of the other party, the other party shall have the right to unilaterally terminate the Agreement immediately and claim a contractual penalty from the other party equal to the service fee provided up to that time due to the damages incurred.

XIV- CONFIDENTIALITY
1. The parties shall treat all information and documents obtained from the other party within the scope of this Agreement as confidential and shall not share them with any third party unrelated to the subject of the Agreement. Otherwise, the party violating confidentiality shall be liable to compensate all damages arising therefrom. Violation of confidentiality constitutes a justified reason for termination for the injured party.
2. Termination shall be carried out in accordance with the rules set forth in this Agreement. However, information that has previously been disclosed to the public or is requested by official authorities shall not be considered within the scope of this clause.
3. Shared private information shall be protected in accordance with Montenegro data protection laws, and the parties shall be mutually responsible for any violations of these laws.

XV- NOTIFICATIONS AND LEGAL DOMICILE
All notifications between the parties regarding this Agreement and/or its execution shall be made in writing via electronic mail or in writing, and shall be deemed delivered as of the confirmation date, through registered mail or courier. The parties declare, accept and undertake that the addresses specified in this Agreement are their legal notification addresses, and that any change of address shall be notified to the other party within one week by registered mail; otherwise, notifications sent to the addresses specified in this Agreement shall produce all legal consequences of a valid notification.

XVI- SEVERABILITY
If any provision of this Agreement becomes invalid, the remaining provisions shall not be affected. The parties shall agree on a suitable replacement provision for the invalid clause.

XVII- ENTIRE AGREEMENT
This Agreement supersedes all prior written or oral agreements between the parties regarding the subject matter and shall be recognized as the final and sole agreement between the parties.

XVIII- EFFECTIVENESS:
This Agreement consists of a total of 18 (EIGHTEEN) articles over 5 pages and has been prepared and signed in 2 copies on …………. The parties declare that they have read each article, are fully informed of the scope and consequences of each provision, and irrevocably accept and undertake the accuracy of their declarations and that they will fully comply with the provisions herein.