PUBLIC OFFER

TO CONCLUDE INTERNSHIP AND SERVICE AGREEMENT
(THE "OFFER" AND THE "AGREEMENT" respectively)
Effective as of 10 August 2020
This document is an official offer of Burgen Valley Limited, a legal entity established under the laws of Gibraltar, having its registered office at Suite 2B, 143 Main Street, GX11 1AA, Gibraltar (the "Customer"), to conclude internship and service agreement with any selected Eligible Individual (as defined below) (the "Intern Contractor") subject to the terms and conditions of the Offer as described herein.

DEFINITIONS AND INTERPRETATION
In this Offer, where the context admits, the definitions given below shall have the following meanings:
"Confidential Information" means results of the Services, and any other information, including any documents, files, photos, images, videos and other media files, provided to, including via the Data Room, or created by, the Intern Contractor under this Agreement, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form.
"Customer's e-mail address" means internship@epicgrowth.tech or any other e-mail address provided to the Intern Contractor with the above e-mail address in copy.
"Data Room" means an online account created by the Customer, which the Intern Contractor is granted access to, for the purposes of placing, storage, exchange and distribution of the Orders, results of the Services and other data related to the Services during the term of this Agreement;
"Eligible Individual" means any natural person who is of legal age under the laws of his/her place of residence, and believes he/she possesses necessary skills and experience to provide the Services;
"Internship Participant" means an Eligible Individual who has signed up for the Internship via epicgrowth.tech.
"Quote for Services" means an e-mail sent by the Customer to the Internship Participant with the description of required Services, remuneration (consideration) for the Services and the start date.
"Services" means creation of any type of advertising and marketing materials with their subsequent testing and evaluation, preparation of presentations, conducting analytical research on any issues related to the media sphere, and any other related services requested by the Customer via the Data Room.

INTERNSHIP SIGN-UP AND SELECTION OF INTERN CONTRACTOR
Any Eligible Individual that is interested in entering into this Agreement may sign up and upload his/her CV file (in any format and in one of the following languages – Ukrainian, Russian or English) via epicgrowth.tech until the date stated by the Customer. By signing up the Eligible Individual agrees to processing of his/her personal data on the terms set out in Article 6 of the Agreement (Personal Data) below and, in this regard, the Eligible Individual shall respectively have all rights the Intern Contractor is vested with under that Article 6 (Personal Data).
The selection stages are as follows:
  1. evaluation of the submitted CV;
  2. pre-interview (online);
  3. completion of the test task (will be provided additionally);
  4. interview(online); and
  5. final evaluation.
The selection stages are subsequent. At each evaluation stage, the Customer, using appropriate evaluation procedures, selects those signed up Eligible Participants that, from the Customer's sole perspective, are the most capable of performing the Services.
Only selected Eligible Individuals will be proceeded to each subsequent stage of the selection process. If the Eligible Individual is not selected for any of the stages, he/she shall be deemed given refusal to conclude this Agreement.

FORMATION OF THE AGREEMENT
At final evaluation stage, the Eligible Individuals recognized by the Customer as having necessary skills and experience to provide the requested Services will be provided with the Quote for Services. If Internship Participant accepts the Quote for Services by sending to the Customer's e-mail address a message with the following wording "I have read and agree with the Quote for Services and the terms of the Offer available at epicgrowth.tech/public-offer", the Agreement is deemed to be concluded and comes into force on the date indicated by the Customer in the Quote for Services (the "Effective date").

IDENTITY
By accepting the Quote for Services, the Contactor and the Customer (the "Parties") consent to electronically receive, via their e-mail or, where applicable, the Data Room, all records and notices, such as terms, notices, and communications, in respect of the Services provided to the Customer under the Agreement.
The Intern Contractor authorizes the Customer to make, directly or through the third parties, any inquiries the Customer considers necessary to validate the Intern Contractor's identity. At Customer's request, the Intern Contractor must: (1) provide the Customer with additional information regarding his/her identity, which may include Intern Contractor's date of birth and/or other information that will allow the Customer to reasonably identify the Intern Contractor; (2) take steps to confirm the ownership of Intern Contractor's email address or financial instruments; or (3) verify Intern Contractor's information against third parties’ databases or through other sources.
At Customer's request, the Intern Contractor must also provide copies of identification documents (such as ID/passport or driver's license).
The Intern Contractor hereby confirms and guarantees that he/she is fully responsible for the validity of the payment ID provided by him/her to the Customer. Therefore, Service fee payments to the indicated payment ID shall be considered to be the Service fee payments provided directly to the Intern Contractor, regardless of whether such payment ID belongs to the Intern Contractor or to a third party (e.g. Intern Contractor's representative). In case the payment ID does not belong to the Intern Contractor, the Intern Contractor and the third party (e.g. Intern Contractor's representative) shall settle payments between each other under a separate agreement. The Intern Contractor shall not file any claims against the Customer as to the Service fee paid by the Customer to the payment ID provided by the Intern Contractor and the Intern Contractor hereby releases the Customer from any and all liability in this respect.

TERMS AND CONDITIONS

1. Services and Remuneration

А. Subject Matter


Subject to this Agreement, the Customer orders and the Intern Contractor undertakes to provide the Services as described in the Quote for Services during the term of this Agreement.



B. Services Ordering

During the term of this Agreement, the Customer, from time to time, may notify the Intern Contractor by means of communication (via Data Room or e-mail) of the need for provision of the Services (the "Order").

The Intern Contractor shall begin and complete the provision of the Services on the dates specified in the respective Order or notify the Customer about the impossibility of providing the Services, specifying grounds for the refusal.

During the actual performance of the Services, the Customer may amend the previously agreed volumes, terms and methods of Services provision or cancel the Order.



C. Consideration and Payment Terms

The total consideration for the Services shall be a fixed lump sum indicated in the Quote for Services and it shall be based on the Intern Contractor skills and experience, as well as on the complexity of the Services.

The Service fee may be paid by the Customer on the 8th (eighth) or the 22d (twenty second) day of the month when the Services are rendered. The Customer may pay the Intern Contractor in several instalments. The Parties may establish a different payment procedure by mutual written agreement (e-mail shall suffice).

The Service fee may be paid to the Intern Contractor to his/her card account, epayments account, via PayPal, or otherwise, as agreed by the Parties in writing (e-mail shall suffice).

The Customer has the right to change unilaterally and proportionally any Service fee to be paid to the Intern Contractor in case if, including, but not limited to, the scope of the Services rendered by the Intern Contractor differs from the requested by the Customer.

The Parties hereby agree that the payment for Services may be settled by a third Party chosen unilaterally by the Customer, and the Contractor hereby confirms and guarantees that he/she is in no need of and shall not demand any additional notices of the payer change circumstances stipulated herein.



2. Confidentiality

The entering into this Agreement, as well as any other Confidential Information shall be strictly confidential and, therefore, the Intern Contractor shall not use the Confidential Information for his/her own purposes or disclose it to any third party without prior written consent of the Customer. The Parties agree to undertake whatever measures that are reasonably necessary to protect the confidentiality of both of them during the term of this Agreement and 3 (three) years after its termination or expiration.

In case the Customer grants the Intern Contractor access to any servers, computer systems or other physical resources, the Intern Contractor shall not use such access for any purpose other than for the provision of the Services to the Customer under this Agreement.



3. Intellectual Property Ownership

A. Accrual of Intellectual Property Rights


The Parties agree that if while performing the Services the Intern Contractor, either independently or jointly with the Customer and/or third parties, creates any works, inventions, methods and research processes, as wells as other results of intellectual activity protected by intellectual property law or similar law anywhere in the world (including software, digital or other computer files containing information, databases, illustrations, designs, images, videos, objects, sounds), and any objects, specimens, combining or embodying intellectual property rights, in whatever form or media, and any documentation and records associated with them (the "Objects"):

1) The moral rights to the Objects belong to the creator (creators) since the creation of the Objects. In this case, Intern Contractor: (a) gives Customer the right to complete, alter, adapt, use parts and otherwise modify the created Objects without prior approval from the Intern Contractor or other creators engaged by the Intern Contractor upon the Customer's permission. The Intern Contractor agrees that such changes will not be considered a violation of the exclusive moral rights to the integrity of the Objects; (b) the Intern Contractor hereby prohibits the Customer, and the Customer agrees not to specify the name of the creator (creators) on the Objects and their instances during their use, unless otherwise agreed in writing between the Parties in relation to each individual Object, with the exception of cases where such indication is required by law, by the competent public authorities or practical necessity, as determined at the discretion of the Customer.

2) All and any property rights to the Objects since their creation fully belong to the Customer, which may be confirmed by settlement for the relevant Services. For the avoidance of doubt, the Customer will receive all property rights to any Object that will be created in the process of the Services provision, including, but not limited to: the right to use such Objects in all ways; the exclusive right to authorize third parties to use such Objects and any derivative intellectual property created on their basis; the exclusive right to prevent and/or prohibit unauthorized use of the Objects by third parties; the right to distribute such Objects; the right to provide the public access to these Objects reproduced in any material form, for instance, through the provision of network access, including the Internet and other means; the right to modify, translate, adapt or otherwise create derivative works based on or using such Objects; the right to create collective works by inclusion to them of such Objects or derivative works created on the basis of such Objects; the right to copy, produce, distribute, sell, lease, transfer, assign, grant licenses and sublicenses to such items; the right to apply for registration and to security documents in relation to copyright, inventions, useful models, industrial samples, trademarks for goods and services and other types of intellectual property throughout the world on the basis of the specified Objects; and the right to import and export these Objects; the right to preserve the confidentiality of any information related to such Objects; the right to carry advertising for such Objects in any form, by any means, via the Internet, radio, television, print and other media in any different ways; any other intellectual property rights that may be provided by law, depending on the circumstances.



В. Without limiting anything set forth in section 3(A) above, and for the purpose of ensuring enforcement and application of the respective provisions, the Intern Contractor hereby transfers and assigns fully and irrevocably to the Customer all exclusive proprietary rights, title and interest of the Intern Contractor to the Objects (including those owned jointly with third parties and those received from third parties, if any).

The proprietary rights to the Intellectual property shall be provided and transferred to Customer for all term of their validity and without any limitations with respect to the territory and the terms of use.



С. Pre-Existing Intellectual Property and Third Party Materials

The Intern Contractor undertakes not to incorporate into any Objects or utilize in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept or other proprietary information or intellectual property owned by the Intern Contractor or in which the Intern Contractor has an interest (the "Pre-existing intellectual property"), as well as proprietary information or intellectual property owned by any third party without Customer's prior written permission (e-mail shall suffice). The Intern Contractor agrees that if, in the course of performing the Services, Intern Contractor incorporates into any Object or utilizes in the performance of the Services any Pre-existing intellectual property, the Customer is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to create, order creation, use, import, offer for sale, sale, reproduce, distribute, modify, adapt, create derivative works, display, perform or otherwise exploit such Pre-existing intellectual property without any restrictions, including when it is a part of the Objects or relates to them.



D. Author's remuneration

Remuneration for creation of any and all Objects and transfer of the exclusive proprietary rights, title and interest of Intern Contractor to the Objects and proprietary rights therein to the Customer, as well as any other remunerations that may be due to the Intern Contractor in connection with the foregoing, are deemed to be included into the respective payment for the Services that resulted in creation of the relevant Objects.



E. Assistance to Customer

The Intern Contractor undertakes to assist the Customer or its authorized representatives in all actions for the protection of intellectual property rights both to the Objects created during the provision of the Services and the Pre-existing intellectual property. For this purpose, if needed, the Intern Contractor shall provide all necessary information, sign and submit all documents required for registration and receiving by Customer or its authorized representatives the security documents in respect of the abovementioned assets and intellectual property rights to them.



4. Conflict of Interests

The Intern Contractor represents and warrants that the Intern Contractor has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, the Intern Contractor's obligations to the Customer under this Agreement, and/or Intern Contractor's ability to perform the Services. The Intern Contractor undertakes not to enter into any such conflicting agreement during the term of this Agreement.



5. Return of Customer Materials

Upon the termination of this Agreement, or upon Customer's earlier request within the term hereof, the Intern Contractor shall immediately deliver to the Customer, and will not keep in its possession, recreate, or deliver to anyone else, any and all Customer's property, including, but not limited to, Confidential Information, tangible embodiments of the Objects, all devices and equipment belonging to the Customer, all electronically-stored information and passwords to access such property and any reproductions of any of the foregoing items that the Intern Contractor may have in its possession or control.



6. Personal Data

A. The Intern Contractor's consent.


The Intern Contractor hereby gives his/her consent to the processing of his/her personal data by the Customer. In particular, the Intern Contractor gives his/her consent to perform any of the actions or series of actions, including, but not limited to, receiving, storing, use, inclusion to the database, distribution, supplementing or otherwise modifying, depersonalization, deletion of the Intern Contractor's personal data, either in a written (paper), electronic or other form. For the purposes of this section, the term "personal data" includes, in particular, the following personal data: name, surname, patronymic name, date of birth, passport details, identification number, private entrepreneur`s registration data, address, email address, phone number, social network profile link, other contact information, CVs, as well as other personal data provided for the purpose of engagement into the Intern Contractors' selection process, entering into or performing this Agreement, settlements, bookkeeping and accounting, communications with governmental bodies in the course of Customer`s business activities, fulfilment of internal regulations, procedures and policies applied by the Customer, as well as for other purposes, which do not contradict the effective applicable laws and regulations. In addition, the Intern Contractor gives his/her consent to the transfer of his/her personal data to third parties, as well as to the cross-border transfer of his/her personal data, solely for the purpose envisaged by this consent provided in this clause.



B. The Customer's Database.

The Intern Contractor hereby warrants and confirms to the Customer that he/she is notified on inclusion of his/her personal data to the Customer's database containing personal data as well as on the composition and content of his/her personal data collected by the Customer, purposes of processing of his/her personal data, information on persons to which/whom his/her personal data will be transferred pursuant to this Article 6 (Personal Data).



C. The Intern Contractor's rights.

The Intern Contractor is notified on his/her rights in respect of the personal data, in particular:

  1. the right to know location of the personal database containing his/her personal data, its purpose and name, location of the owner and processors of personal data or to empower the authorized person to obtain such information, except for the cases established by law;

  2. the right to receive information on terms of granting access to his/her personal data, in particular information on the third persons to whom his/her personal data are being transferred;

  3. the right to access his/her personal data;

  4. the right to receive a response not later than within 30 (thirty) calendar days from the date of request as to the fact of storing his/her personal data in the personal data database, as well as to receive the content of personal data being stored, unless otherwise is envisaged by the law;

  5. the right to reasonably request prohibition of processing of his/her personal data;

  6. the right to reasonably claim for alteration or destruction of his/her personal data by the owner and/or processor of personal data in case if the data are processed illegally or are inaccurate;

  7. the right to protect his/her personal data from illegal processing and accidental loss, destruction or damage caused by intentional concealment, failure to provide them or their untimely provision, as well as not to submit the data which are unreliable or discrediting his/her honor, dignity and business reputation;

  8. the right to address the claims on personal data processing to governmental authorities and state officials responsible for personal data protection as well as to the court;

  9. the right to use legal remedies in case of violation of legislation on personal data protection;

  10. the right to introduce a reservation as regards limitation of right to process personal data at the time of giving consent;

  11. the right to recall the consent on his/her personal data processing;

  12. the right to know the mechanism of automatic processing of personal data;

  13. the right on protection from automated solution which may have legal consequences for him/her.

Any inquiries regarding the processing of personal data as well as exercise of the data protection rights may be referred to the Customer via email at internship@epicgrowth.tech.



D. Cookies

The Customer may use cookies in a range of ways to improve the visitor's experience on the Customer's website, including understanding how the website visitor uses the website and approving the visitor's website usage experience.

Cookies are text files placed on the computer to collect standard Internet log information and visitor's behavior information. When the visitor visits the Customer's website, the Customer may collect information from the visitor automatically through cookies or similar technology. For further information, visit allaboutcookies.org.

There are a number of different types of cookies, however, the Customer's website uses the following:

  • Functionality – the Customer uses these cookies to recognize the visitor on its website and remember the visitor's previously selected preferences. These could include what language the visitor prefers and location the visitor is in. A mix of first-party and third-party cookies are used.

  • Activity – the Customer uses these cookies to collect information about the visitor's visit to the Customer's website, the content the visitor viewed, the links the visitor followed and information about the visitor's browser, device, and IP address.

The visitor can set his/her browser not to accept cookies, and the Customer's website tells the visitor how to remove cookies from the visitor's browser. However, in a few cases, some of the Customer's website features may not function as a result.



7. Term and Termination

A. Term


This Agreement shall take effect on the Effective date and, unless terminated earlier pursuant to Section 7(B) below, shall continue in effect within 15 (fifteen) business days from the Effective Date (the "Term").



B. Termination

The Intern Contractor may terminate this Agreement upon giving the Customer 2 (two) business days prior written (e-mail shall suffice) notice on its termination.

The Customer may terminate this Agreement upon giving the Intern Contractor written (e-mail shall suffice) notice on its termination for any reason, including, but not limited to:

  • the Intern Contractor does not perform the Services on time;

  • the Services rendered by the Intern Contractor are of poor quality (get low grades/few points);

  • the Intern Contractor makes rude/impolite/inappropriate remarks directed at the Customer's team;

  • the Intern Contractor violates Article 2 (Confidentiality), Article 3 (Intellectual Property Ownership), Article 4 (Conflict of Interests) or other provisions of this Agreement.

In this case, the Agreement shall be deemed terminated on the date of the Customer's notice, unless otherwise indicated in such notice.

If the Agreement is terminated before the expiration of the Term, the Customer shall not be obliged to pay any remuneration to the Intern Contractor.



C. Survival

Upon any termination, all rights and duties of Customer and Intern Contractor toward each other shall cease except Article 2 (Confidentiality), Article 3 (Intellectual Property Ownership), Article 5 (Return of Customer Materials), Article 8 (Governing Law), Article 9 (Independent Intern Contractor; Benefits), Article 10 (Indemnification), Article 11 (Limitation of Liability), and Article 12 (Miscellaneous), which shall survive termination or expiration of this Agreement in accordance with their terms.



8. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with the laws of the England and Wales. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by the English court.



9. Independent Intern Contractor

It is the express intention of Customer and Intern Contractor that Intern Contractor performs the Services as an independent Intern Contractor to the Customer. Nothing in this Agreement shall in any way be construed to designate Intern Contractor as an agent, employee or representative of the Customer. Without limiting the generality of the foregoing, Intern Contractor is not authorized to bind the Customer to any liability or obligation or to represent that Intern Contractor has any such authority. The Intern Contractor agrees to furnish all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance, except the Parties agree otherwise in writing. The Intern Contractor acknowledges and agrees that Intern Contractor is obliged to report on all compensation received by Intern Contractor for the Services in a manner prescribed by the applicable law.



10. Indemnification

The Intern Contractor agrees to indemnify and hold harmless the Customer and its affiliates, employees, directors, chief executive officers and other officers from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys' fees and other legal expenses, arising directly or indirectly from or in connection with: (i) any negligent, reckless or intentionally wrongful act of Intern Contractor or Intern Contractor's assistants, employees, contractors or agents, (ii) any breach by the Intern Contractor of any of the covenants contained in this Agreement, (iii) any violation or claimed violation of a third party's rights resulting in whole or in part from the Customer's use of the Objects or other deliverables of Intern Contractor under this Agreement.



11. Limitation of Liability

IN NO EVENT THE CUSTOMER SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, REGARDLESS OF THE WAY OR FORM THEY ARE CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER OR NOT THE CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL CUSTOMER'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO THE INTERN CONTRACTOR UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INTELLECTUAL PROPERTY GIVING RISE TO SUCH LIABILITY.



12. Miscellaneous

A. Force Majeure


Neither Party shall be liable for any failure to perform any obligation or provide Services hereunder in case of any: (i) act of God; (ii) war, riot or civil commotion; (iii) governmental acts or directives; (iv) strikes, work stoppage, equipment or facilities shortages not in the reasonable control of either Party; or (v) other similar force beyond such Party's reasonable control (hereinafter referred to as the "Force Majeure").

For the avoidance of doubt, the Party is released from the liability under this section 12(A) if the certificate (or other equivalent document) evidencing the relevant Force Majeure event issued by the competent authority is provided to the other Party.



B. Liability of the Parties

The Parties shall be held liable for non-performance or improper performance of their obligations hereunder pursuant to the terms of this Agreement and governing law.



C. Assignability

This Agreement will be binding upon Intern Contractor's heirs, executors, assignees, administrators, and other legal representatives, and will be for the benefit of Customer, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as expressly stated herein. Except as may otherwise be provided in this Agreement, the Intern Contractor may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, the Customer may assign this Agreement and its rights and obligations under this Agreement to any entity based on Customer's sole discretion.



D. Entire Agreement

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and verbal agreements, discussions, or representations between the Parties. The Intern Contractor represents and warrants that he/she is not relying on any statement or representation not contained in this Agreement.



E. Headings

Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.



F. Severability

If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or any portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.



G. Modification and Waiver

No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement by the Intern Contractor shall be effective unless agreed by the Parties in an e-mail exchange. The waiver by the Customer of a breach of any provision of this Agreement shall not operate as a waiver of any other or subsequent breach.

The Customer has the right for unilateral modification or amendment of this Agreement by updating its text on this website. Unless stated otherwise, these changes are effective immediately after they are posted on this page (amendment date).

It shall be the obligation of the Intern Contractor to review this page occasionally to stay informed of any changes. The provision of Services by the Intern Contractor after the relevant changes have been posted shall constitute the Intern Contractor's acceptance of such changes. If the Intern Contractor does not agree with the changes, he/she may terminate the Agreement as specified in Article 7 (Term and Termination) hereof.



H. Notices

In the absence of evidence of the earlier receipt, any notice or other communication required or permitted by this Agreement to be given to a Party shall be deemed given (i) if delivered personally – upon being served personally, (ii) if sent by courier service – 2 (two) days after being deposited with the courier, (ii) when sent by confirmed facsimile, via the Data Room or by e-mail – on the following business day after sending.