Terms and Conditions

GENERAL TERMS AND CONDITIONS

The current terms and conditions regulate the relationship between iMS DATA INTELLIGENCE and the website users and the distance trading platform located at www.adverse-media.com

These terms and conditions apply to all users who access the www.adverse-media.com website ("Website"). Each user shall read these terms and conditions carefully before accessing and/or ordering any products/services from the Website.

iMS DATA INTELLIGENCE a limited liability Company with its registered address in 56A Bulgaria Blvd., floor 3, office 3, Sofia 1680, Republic of Bulgaria, UIC 205900607

The Website is operated by iMS DATA INTELLIGENCE LLC. whose registered address is 56A Bulgaria Blvd., floor 3, office 3, Sofia 1680, Republic of Bulgaria, UIC 205900607, represented by Theodora Sotirova - Manager

For the purposes of these terms and conditions, User/Client may means: A company registered under the applicable law of the country under whose jurisdiction it is incorporated

By loading the information on the title page or entering an internal page or clicking on an active link on the site, the user accepts and agrees to abide by these Terms and Conditions. The Terms and Conditions are always available on www.adverse-media.com, and iMS DATA INTELLIGENCE has the right to change and supplement them at any time without notice. For the convenience of users, iMS DATA INTELLIGENCE publishes a notification with the date of the last change on the site www.adverse-media.com

1. GENERAL PROVISIONS

1.1. These General Terms and Conditions shall apply to all offers made by iMS DATA INTELLIGENCE as well as contracts/deals concluded between iMS DATA INTELLIGENCE and its CLIENTS in connection with the products and services offered by iMS DATA INTELLIGENCE , unless their application is expressly excluded by a written agreement.

1.2. These General Terms and Conditions shall apply as from the earliest of: 1. loading the information on the title page or clicking on an active link on the site; 2. receiving an offer from iMS DATA INTELLIGENCE; 3. requesting a product/service from the CLIENT/USER; 4. the conclusion of an individual written agreement which does not expressly preclude the application of these General Terms and Conditions ; 5. the occurrence of another relevant circumstance. For the avoidance of doubt, these General Terms and Conditions shall be deemed to have effect no later than the handover of the product/service.

2. OFFERS AND ORDERS

2.1. All offers made by iMS DATA INTELLIGENCE are binding until the deadline set in them. The CLIENT has no right to offer to third party the offer addressed to it. Any verbal arrangements, including those between the CLIENT and iMS DATA INTELLIGENCE employees, shall be effective upon their duly acknowledged written approval, by iMS DATA INTELLIGENCE as well as written and full execution of proposal, letter of intent, agreement etc.

2.2. An order/request made by the CLIENT becomes binding for iMS DATA INTELLIGENCE only if it is done in writing, with explicit reference to the product/service by type and quantity and confirmed by iMS DATA INTELLIGENCE in writing or by delivery in accordance with the order.

2.3. Any offer made by iMS DATA INTELLIGENCE to the CLIENT is considered accepted and binds the CLIENT in the presence of any form of acceptance, including through verbal confirmation or other actions of the CLIENT.

2.4. Placing an order through the platform located at www.adverse-media.com shall be done as follows:

1. In case the user is new he shall enter an email address and/or create a profile. The user shall provide the details of the company and representatives. In case that the user already has a profile he shall enter user name and password.

2. The user shall select the product or service he requires from the Website;

3. After placing the request the system automatically generates a message to the business department of iMS DATA INTELLIGENCE. The user will receive confirmation for the received request upon 1 hour on workdays or upon 1 hour of the first workday in case the order was placed during a non-working day.

4. Representatives of the business department of iMS DATA INTELLIGENCE may contact the user in case additional information is needed through email or phone number provided by the user. The user shall receive a detailed offer for the placed request to the e-mail he indicated when placing the request on the website or to his profile in the website upon 5 (five) working days after receiving the conformation under point 3 above.

5. All offers made by iMS DATA INTELLIGENCE are binding until the deadline set in them. The user has no right to offer to third party the offer addressed to it. Any verbal arrangements, including those between the user and iMS DATA INTELLIGENCE employees, shall be effective upon their duly acknowledged written approval by iMS DATA INTELLIGENCE as well as written and full execution of proposal, letter of intent, agreement etc.

6. The user will have as many days as set in the offer to accept or reject the offer by sending an e-mail to support@adverse-media.com or click the “accept” button in his profile. If there is no replay in the set period the offer is considered canceled. Any offer made by iMS DATA INTELLIGENCE to the user is considered accepted and binds the user in the presence of written acceptance by email or through the platform located at www.adverse-media.com.

7. In case of accepted offer, the user shall proceed with the payment. The payment will be collected by iMS DATA INTELLIGENCE and is due after receiving an invoice under the condition of section prices and payments below. If there is no specific agreements, the payment method is considered through a bank transfer.

8. During the whole procedure of placing an order, the user may check the status of the order through his account.

9. By placing an order through the Website, the user warrant that he is legally capable of entering into binding contracts and has the rights to represent the Company.

10. The contract of distance sales between iMS DATA INTELLIGENCE and the user is considered concluded from the moment of accepting the offer by the user in one of the cases indicated in point 6 above.

11. The contract of distance sales only relates to those products/services listed in the accepted offer. 12. The user will not be charged before the order has been processed and is ready for delivery. However, upon receipt of the order iMS DATA INTELLIGENCE may create an authorization.

3. DELIVERY

3.1. The user/client will receive the ordered products or the result of the requested services through his profile on the site or at his email address pointed upon placing the request.

3.2. The content of the product or the type of services shall be determined according to the order/request confirmed by iMS DATA INTELLIGENCE. In case that The content of the product or the type of services are not specified in the order/request, iMS DATA INTELLIGENCE has the right to determine it, according to the usual commercial practice and the needs of the CLIENT. iMS DATA INTELLIGENCE has the right to make partial deliveries in a reasonable volume without being considered in default on its obligations.

3.3. Acceptance of the products/services by the CLIENT certifies the approval by the CLIENT of the quantity and quality of the product/services.

3.4. The CLIENT undertakes to assist iMS DATA INTELLIGENCE in connection with the delivery and to inform iMS DATA INTELLIGENCE in due time of circumstances that may impede the delivery but not less than 48 hrs before deadline for the current order.

3.5. The use, treatment and processing of the products/services by the CLIENT is at CLIENT’s own risk. iMS DATA INTELLIGENCE is not responsible for the conformity of the delivered products/services with the purposes for which the CLIENT intends to use them, nor for damages of any nature, which may arise as a result of the processing, treatment or use of the products in the broad sense. The CLIENT undertakes to check the conformity of the products with the intended use.

3.6. iMS DATA INTELLIGENCE is not responsible for failure in a broad sense caused by force majeure (force majeure, accidental event or other circumstances beyond the control of iMS DATA INTELLIGENCE .). Under force majeure, event client has no right to cancel or refuse acceptance of deliveries effected by the delay. If, due to force majeure, any delivery is delayed more than 2 (two) months after the deadline, iMS DATA INTELLIGENCE is entitled at its own discretion, immediately upon expiration of the term or later, to terminate the contract or refuse to perform specific order by a notice with immediate effect. If, due to force majeure, any delivery is delayed more than 2 (two) months after the deadline, the CLIENT is entitled to give iMS DATA INTELLIGENCE a reasonable time for performance, after which, in the case of non-performance, the CLIENT is entitled to refuse request and/or terminate the contract by a notice with immediate effect.

3.7 In case of a guilty delivery delay, the CLIENT shall give iMS DATA INTELLIGENCE an additional period with a written notice, after which, in the absence of performance, the CLIENT shall have the right to refuse the order by a notice with immediate effect. The additional time limit may not be less than the delivery time.

3.8. The ownership of the products is transferred to the CLIENT with full payment of all amounts due by the CLIENT in view of his business relationship with iMS DATA INTELLIGENCE. The CLIENT is not entitled to refuse to pay for accepted products, by proposing their return to iMS DATA INTELLIGENCE.

3.9. Upon termination of the contract or withdrawal of the request by the CLIENT, the latter owes to iMS DATA INTELLIGENCE all the amounts due for the work performed so far and the expenses incurred, as well as the amounts for the services already planned and started. In case the CLIENT withdrawals of the request and/or terminates the contract without notice, the latter owes iMS DATA INTELLIGENCE a penalty payment of 5% of the value of the canceled order/terminated contract.

4. PRICES AND PAYMENT

4.1. The CLIENT shall pay iMS DATA INTELLIGENCE the products/services at prices in force at the due date of the invoice. The CLIENT agrees that iMS DATA INTELLIGENCE may unilaterally increase the declared prices of the product, as the change being effective immediately after notification. In case of disagreement with the increase, the CLIENT has the right to terminate the contract with one month's notice.

4.2. Any increase in costs related to the performance of the order or contract arising after its conclusion, including expenses for customs duties, taxes and other public receivables, shall be at the expense of the CLIENT.

4.3. Payments shall be made within thirty (30) days from the invoice issue date, unless otherwise agreed. If another term is agreed, it shall be noted on the invoice. The payment pays off the expenses first, then - the legal interest and finally - the principal. If the payment statement is not clearly stated, the payment repays the obligations in the order they arise.

4.4. iMS DATA INTELLIGENCE invoices separately or on a separate line all shipping costs, duties and other indirect costs incurred in the course of performing the services, where applicable, plus VAT, regardless of the terms of payment for the delivery price itself. The CLIENT is obliged to pay them immediately without deduction.

5. DISADVANTAGES

5.1. The CLIENT may submit claims for loss or other obvious defects in writing upon receipt of the products. Otherwise, the products are considered accepted. In case of timely, accurate and justified defect claim, iMS DATA INTELLIGENCE may at its own discretion replace the defective products, supplement the delivery with the missing products, compensate the CLIENT for the defects or make a discount on the price of the products.

6. RESPONSIBILITY

6.1. iMS DATA INTELLIGENCE shall only be liable for damages caused intentionally or by gross negligence in breach of an essential contractual obligation. iMS DATA INTELLIGENCE is only liable for direct damage caused by delivery. In the event of delay delivery, iMS DATA INTELLIGENCE ' liability may not exceed 5% (five percent) of the delivery value according to the invoice issued.

6.2. iMS DATA INTELLIGENCE shall not be liable for delayed acceptance or unjustified refusal to accept products from the CLIENT. In case of delayed acceptance or unjustified refusal to accept products, iMS DATA INTELLIGENCE has the right to refuse in whole or in part deliveries, in connection with the contract/order concerned and under other legal relations with the CLIENT and/or to terminate the contract/order without notice. In case of delayed acceptance and/or unjustified refusal to accept products the CLIENT shall not be released from his/her obligation to pay. The CLIENT shall pay iMS DATA INTELLIGENCE all costs arising from the unjustified refusal and/or delay in accepting the products.

6.3. CLIENT may not offset its own claims against the claims of iMS DATA INTELLIGENCE, unless they are confirmed by a court or expressly recognized by iMS DATA INTELLIGENCE.

6.4. In case of late payment, the CLIENT owes iMS DATA INTELLIGENCE the statutory interest for late payment on the value of the outstanding debt. This does not deprive iMS DATA INTELLIGENCE of the right to claim real damages in excess of the statutory interest rate. The CLIENT also pays for all expenses related to out of court and/or court collection of the debts. Payments made in cash to iMS DATA INTELLIGENCE representatives are only extinguished when the representative in question has explicit powers to receive payments. Payment is not considered done until it is at the disposal of iMS DATA INTELLIGENCE. In case of late payment, iMS DATA INTELLIGENCE shall have the right to terminate with immediate effect notice all preferential terms in favor of the CLIENT, if agreed, including trade discounts, deferred payment and others.

6.5. In case of delay of the CLIENT for payment or if circumstances, questioning the solvency of CLIENT become known, iMS DATA INTELLIGENCE shall have the right with immediate effect notice to declare all the CLIENT's debt immediately due and at its own discretion: Terminate the contract; or to refuse in whole or in part deliveries in favor of the CLIENT, in connection with the contract in question and under other legal relations with the CLIENT, as well as to demand advance payment of the deliveries.

6.6. iMS DATA INTELLIGENCE is not responsible for the authenticity of the information it uses in the process of developing the services/products it provides. All used by iMS DATA INTELLIGENCE information is freely accessible and available to the sources pointed in the final product.

7. PROCESSING AND PROTECTION OF PERSONAL DATA

7.1. For the purposes of these Terms and Conditions:

(1) "Personal data" means any information relating to an individual, which is identified or can be identified, directly or indirectly, by an identification number or by one or more specific indications relating to its physical, physiological, psychological, mental, economic, cultural or social identity.

(2) "Processing of personal data" is any action or set of actions that may be performed in relation to personal data by automatic or other means, such as collecting, recording, organizing, storing, adapting or modifying, restoring, consulting, using, disclosing by transmission, dissemination, providing, updating or combining, blocking, deleting or destroying.

(3) "Processing purposes" specific, relevant, explicit and legitimate purposes in establishing and implementing the relationships between the parties in connection with due diligence, as well as in other cases provided by law.

7.2. In the event of personal data for which the carrier has not given explicit consent to the processing, being filed with iMS DATA INTELLIGENCE during the implementation of a contract and/or order/request, the latter is obliged to immediately cease processing of personal data, to carry out its elaborated and validated data erasure policies and destroy all copies of documents with indelible data, unless compliance with legal requirements is required to continue processing these data. In the latter case, iMS DATA INTELLIGENCE is obliged to inform the CLIENT about it.

7.3. In fulfilling their obligations under a contract, order or request, both iMS DATA INTELLIGENCE and CLIENT undertake to comply with the relevant GDPR requirements, current applicable European and national legislation, guidelines and documents issued by the respective data protection supervisory authorities, etc.

7.4. Both iMS DATA INTELLIGENCE and CLIENT are obligated: (1) not to disclose to third parties the processed personal data, except in compliance with the requirements of the law or at the request of a state authority in the cases provided for by the law. In such cases, each party is obliged to notify the other before the disclosure, and when this is impossible, immediately after the disclosure of personal data, unless it is legally entitled to do so, or if the disclosure is made by order of the other party. (2) to implement all necessary technical and organizational measures taking into account all possible risks to the processing of personal data in order to ensure the security and confidentiality of the processed personal data and to protect the processed personal data against accidental or unlawful processing, destruction, loss, alteration, unauthorized disclosure or access.

7.5. iMS DATA INTELLIGENCE and the CLIENT has full responsibility for fulfilling the obligations to protect personal data in the implementation of any contract signed between them and any request that they are party of, including the implementation of the obligations of persons involved on his part with data processing and/or of the data processor to which the processing has been reassigned.

8. OTHER PROVISIONS

8.1. Under the signed contracts and/or confirmed requests, iMS DATA INTELLIGENCE does not grant the CLIENT the right to use the intellectual property rights it owns. For the purposes of these General Terms and Conditions, an "intellectual property right" means: patents, trademarks, trade names, service marks, domain names, copyrights, design rights, topographical rights, and any rights or forms of protection of a similar nature or having an identical or similar effect on them that are valid anywhere in the world, whether registered, including applications for their registration.

8.2. iMS DATA INTELLIGENCE does not grant the CLIENT the right to use its own know-how without express written consent to that effect. For the purposes of these General Terms and Conditions, "know-how" means: all technical and other information that is not publicly available (except for breach of obligation of confidentiality) including, but not limited to, information containing or relating to concepts, discoveries, designs, formulas, ideas, inventions, methods, models, procedures, trial and test designs and results of experiments and research, processes, specifications and techniques, production data and information contained in documents submitted to regulatory authorities, whether protected by intellectual property rights or submitted applications for such rights

8.3. The CLIENT is obliged, when publishing the results obtained as a result of processing of services/products supplied by iMS DATA INTELLIGENCE, to indicate that iMS DATA INTELLIGENCE participated in the process by supplying those products/materials.

8.4. Both iMS DATA INTELLIGENCE and the CLIENT undertakes to treat Confidential Information to the other Party as strictly confidential and not to disclose it to third parties except in cases where Disclosure is required by Competent Authorities or by law. The Party which has to make the disclosure shall inform the other within a reasonable time before the actual disclosure of the information, the disclosure requirement and the nature of the information required.

8.5. In the cases of termination of contract covered by these General Terms and Conditions, the termination shall take effect in advance and shall not affect the products accepted by the CLIENT prior to the date of receipt of the notice. 8.6. All disputes that could arise by the implementation of these terms shall be settled before a court of competent jurisdiction in the city of Sofia. 8.7. For issues not settled in these General Terms and Conditions, the applicable Bulgarian civil and commercial legislation shall apply.