SMS Service Agreement

MASS SMS SERVICE AGREEMENT

This Agreement is made between Falcon X MMC (hereinafter referred to as "Falcon X"), residing at Hasan Salmani St., Office-5/A, Apartment 4/15, Baku AZ1025, and the individual/legal entity/company/institution/organization/association (hereinafter referred to as the "Business Partner") whose name, address, and authorized persons are specified below, under the following terms and rules.

This Agreement text together with its appendices constitutes a single whole and shall be referred to as the "Agreement". "Falcon X" and the "Business Partner" shall individually be referred to as a "Party" and collectively as the "Parties".

1. DEFINITIONS

Unless expressly stated otherwise in this Agreement, the following definitions shall apply:
Short Message (SMS): Text messages of a maximum of 160 characters sent to fixed-line telephone subscribers and GSM subscribers.
Business Partner: Refers to individual or corporate subscribers purchasing Bulk SMS from Falcon X.

2. SUBJECT OF THE AGREEMENT

The Subject of this Agreement is: The determination of the terms of the service provided by Falcon X related to the sale of Bulk SMS to the Business Partner and the mutual rights and obligations of the Parties.

3. TERM AND TERMINATION OF THE AGREEMENT

3.1. This Agreement is valid for 1 (One) year from the date of its signing. Not applicable to prepaid subscribers. Unless the Parties notify in writing of the termination of the Agreement one (1) month before its expiry, the Agreement shall be automatically renewed for successive one-year periods under the same conditions.
3.2. In the event that the Business Partner and/or its partners transfer, partially or wholly, the rights arising from this Agreement and/or rights arising hereunder to others without the written consent of Falcon X, or in the event of the Business Partner's bankruptcy, declaration of concordat, or legal insolvency in paying its debts, Falcon X may terminate the Agreement immediately with one (1) day prior notice.
3.3. Falcon X may unilaterally terminate this Agreement by giving one month's prior notice, without providing any reason and without incurring any compensation obligation. In such termination, the Business Partner has no right to claim any compensation, and Falcon X's obligations are limited to performances due up to the termination date. If the Business Partner has paid any fee for the period following termination, Falcon X accepts, declares, and undertakes to refund the said amount within 15 (Fifteen) days after offsetting and setting it off against due debts.
3.4. If either Party violates one or more of the essential provisions of this Agreement, the other Party shall grant the violating Party a 15 (fifteen) day rectification period via a warning notice to cease the violation. If the violating Party does not cease the said violation by the end of the rectification period, the other Party has the right and authority to terminate this Agreement immediately by written notice. Such termination does not grant the Business Partner the right to claim compensation under any name.

4. PRICING AND PAYMENT

4.1. The fee schedule for the service provided by Falcon X is specified via email. The price agreed via email is not a fixed price and is calculated based on the number of SMS sent. The unit price changes depending on the volume of SMS.
4.2. Any changes in the GSM Operator's SMS tariff occurring for any reason during the term of the Agreement will be automatically reflected to the Business Partner by Falcon X without prior notice, and SMS fees will be accrued based on the new tariff.
4.3. SMS that cannot be sent due to technical problems originating from Falcon X will not be charged. The Business Partner accepts that it will not claim any loss, damage, or compensation from Falcon X for this reason. If SMS containing spam or prohibited content are blocked, the fee for the relevant SMS will be incurred even if they are not sent.

NOTE: The fee schedule for the Services provided by Falcon X is provided in digital format, either in person or via email, as a proposal file. Prices are provided per SMS in (AZN) and based on tariffs set according to the total number of SMS. Significant discounts are applied for our valued clients.

5. BUSINESS PARTNER'S OBLIGATIONS

5.1. In accordance with the relevant laws of the Ministry of Transport, Communications and High Technologies and the Information and Communication Technologies Agency; the Business Partner may include, as alphanumeric CLI, the sender's name and surname or trade or professional title, or an abbreviated form of the said name, surname, or title to fit in the relevant field when providing message services such as SMS and MMS. Furthermore, the Business Partner takes all necessary measures to ensure that the alphanumeric CLI within the mentioned scope does not contain expressions that do not identify the sender and is not created in a false or misleading manner. The Business Partner is obliged to obtain and, when required, present to Falcon X:
(a) In case of sender's name-surname: identity document; in case of professional title: document proving the professional title together with the identity document.
(b) In case of company title: a signed and stamped copy of the Company Charter or Trade Registry Record or other official documents proving the title.
(c) In case of a public institution or organization title: an official document obtained from the relevant public institution or organization.
(d) In case of a non-governmental organization title: a document obtained from the relevant non-governmental organization.
(e) In case it contains a trademark name: a document proving trademark ownership.
(f) In case it contains a website address: a document proving domain name ownership.
(g) In case it contains the name of a firm or organization for which dealership or representation is held: a document proving that permission has been obtained from the relevant firm or organization.
(h) In case of usage in forms not covered in this clause: any necessary proof documents as may be deemed required.

The Business Partner accepts, declares, and undertakes that it is solely and exclusively responsible to the recipients regarding the Bulk SMS it sends, shall hold Falcon X harmless from any claims, demands, objections, and complaints that may come from relevant persons and institutions in this context under any name and in any manner, that Falcon X has the right of recourse for all its damages to the Business Partner, and that it shall immediately, in cash and in a lump sum, compensate Falcon X upon its first request for all direct and indirect loss of income and material and moral damages that Falcon X may incur due to any claims, demands, and receivables that may be asserted against Falcon X.

5.2. The Business Partner is responsible for the uninterrupted operation of its internal system to perform the works and operations subject to this Agreement. The Business Partner shall be liable for any damages Falcon X may suffer due to the non-operation of its internal system.
5.3. The Business Partner accepts, declares, and undertakes to act in compliance with the applicable legislation regarding the Bulk SMS sale subject to this Agreement.
5.4. The Business Partner accepts and undertakes that, regarding its obligations under this Agreement, it will pay Falcon X within 10 (ten) business days following Falcon X's first written request, all expenses and compensation that Falcon X may be compelled to pay to third parties and/or official authorities, without the need for any provision or decision.
5.5. All kinds of advertisements, announcements, notices to be made in all media (television, internet, radio, outdoor announcements, press, etc.) regarding the products subject to this Agreement shall comply with the Laws of the Republic of Azerbaijan, the Communiqué on Commercial Advertisements and Announcements, International Advertising Principles, and Advertising Board Decisions. The Business Partner is obliged to cover any and all damages and losses that Falcon X may suffer or be exposed to due to non-compliance with the mentioned provisions.
5.6. The Business Partner agrees that Falcon X cannot in any way be held responsible for the accuracy of the information contained in the SMS text and the content of the expressions. In accordance with Election Laws and the provisions of this Agreement, messages containing political propaganda purposes shall not be sent via SMS and/or the internet through mobile phones, and in case such sending is detected, the Business Partner shall be responsible for penalties to be given due to violation of the decision.
5.7. It is accepted that the Business Partner has legally obtained the GSM numbers to which it sends SMS. In this matter, Falcon X cannot be held responsible in any way. All legal responsibility and obligations belong to the Business Partner. The Business Partner will submit the Relevant Numbers to Falcon X, but such submission will not eliminate the Business Partner's responsibility.

6. FALCON X'S OBLIGATIONS

6.1. Falcon X will provide the Business Partner with the necessary user code and password to access its services, if required.
6.2. Falcon X will provide the necessary technical support within reasonable limits to resolve problems occurring in the Business Partner's network.
6.3. Falcon X will notify the Business Partner in advance about systematic maintenance works to be performed on its own system, platform, and infrastructure.

7. CONFIDENTIALITY

7.1. Any information, inventions, works, methods, progress, and patents, copyrights, trademarks, and trade secrets disclosed by one Party, its workers, agents, or employees; to the workers, agents, or employees of the other Party, even if not subject to legal protection, as well as all other innovations and all commercial, financial, technical information, subscription, and call information that the Parties learn in writing during their commercial relationship are considered confidential information.
7.2. The Parties must disclose their confidential information to each other to the extent required by their relationship. Each Party accepts and undertakes that they shall not be held liable for the incompleteness or inaccuracy of confidential information disclosed to them by the other Party. The Parties undertake to keep this confidential information disclosed to them by the other Party in strict confidence, not to give and/or disclose it to any third party in any manner, and not to use it directly or indirectly for purposes other than those of their commercial relationship. Providing information requested by legally authorized authorities shall not mean disclosure of confidential information.
7.3. Confidentiality obligations shall remain valid even after the termination of this Agreement.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. Falcon X owns all usage and ownership rights to all patents, trademarks, logos, titles, etc., related to all transactions and activities covered by this Agreement. Without the written permission of Falcon X, the Business Partner cannot use these in any way or anywhere, cannot allow others to use them, and cannot remove them from the place of use without the knowledge and written permission of Falcon X. Any logos, trademarks on any products to be used shall be in the form and under the conditions required by Falcon X. Actions contrary to this are considered one of the just causes for termination of the Agreement for Falcon X.
8.2. Neither Party shall engage in reverse engineering, converting to source code, decompiling, disassembling, etc. regarding software programs related to products and services over which the other Party holds intellectual property rights.

9. NOTICES

All notices related to this Agreement shall be made to the addresses specified in this Agreement. Notices made to the addresses in this Agreement shall be considered valid unless a change of address is notified to the other party in writing within one week.

10. DISPUTE RESOLUTION VENUE AND APPLICABLE LAW

The Parties shall exert all efforts to resolve any dispute or difference arising between them and related to this Agreement or connected with the breach of the Agreement in the shortest possible time, within the rules of good faith and in an amicable manner. All disputes that cannot be resolved in this way shall fall under the jurisdiction of the BAKU (Sabunchu) Courts and Execution Offices, and the law of the Republic of Azerbaijan shall apply.

11. INTEGRITY OF THE AGREEMENT AND APPLICATION PRINCIPLES
11. The signing of this Agreement cannot be interpreted as the establishment of any agency, representation, subcontractor, partnership, or joint venture relationship between the Parties. The Parties have signed this Agreement as independent parties.
12. FORCE MAJEURE
Circumstances developing outside the control of the Parties and preventing and/or delaying the performance of the obligations undertaken by the Parties under this Agreement shall be considered force majeure. (For example; Strike, Lockout, War (declared or not) Civil war, Terrorist acts, Earthquake, Fire, Flood, etc. disasters). The Parties shall not be held responsible for not performing their obligations exactly on time due to force majeure. Economic crises are not considered force majeure. In case of a force majeure situation, the Parties shall come together to negotiate the continuation, suspension, termination, or other forms of liquidation of this Agreement and shall exert their efforts to solve the problem.
13. PROHIBITION OF ASSIGNMENT AND TRANSFER
The Business Partner cannot assign, directly or indirectly, wholly or partially, any rights and obligations arising from the Agreement to any third party or company without the written permission of Falcon X.
14. EVIDENCE AGREEMENT, VALIDITY OF RECORDS
The Business Partner accepts, declares, and undertakes that in disputes that may arise from this Agreement, the duly kept books and records and computer records of Falcon X shall constitute valid, binding, conclusive, and exclusive evidence within the meaning of the relevant laws of the Republic of Azerbaijan, that it waives Falcon X from offering an oath, and that this clause is an irrevocable evidence agreement.
15. APPENDICES OF THE AGREEMENT, TAXES, AND FEES
This Agreement, consisting of 15 (Fifteen) clauses and 1 (One) appendix, is prepared in two copies and signed by the duly authorized representatives of the Parties in full accordance within the framework of good faith rules. All stamp duties, fees, tax liabilities related to this Agreement and its implementation shall be paid by the Business Partner. In practice, first, the entire stamp duty will be paid by Falcon X, and then the entire said amount will be invoiced to the Business Partner. The Business Partner shall pay the relevant amount within 15 (Fifteen) days from the receipt of this invoice.
Documents contained in the Appendix are integral parts of this Agreement and are included in the Agreement text.

FEES
The fee schedule for the Services provided by Falcon X is provided in digital format, either in person or via email, as a proposal file.

APPENDIX: PARTIES' DOCUMENTS (Company/Authorized/Individual documents and SMS Header Documents)
When registering on the www.falconx.az website, checking the "I have read the Privacy Agreement" box is considered as automatically accepted and signed by the Individual/Firm/Company.
The company that will send SMS must provide the Firm/Company information and a photocopy of the authorized person's Identity Card to create an "SMS Header", after which SMS sending will be permitted.

Business Partner Header, Alphanumeric 1:
Business Partner Header, Alphanumeric 2:

The duly authorized representatives of the Parties have signed this 4 (four) page Agreement on the date specified below.

Date: ………./…………/………….

BUSINESS PARTNER /
…………………………………………………………………………
Authorized Signature

FALCON X MMC
………………………………………………………………………………
Authorized Signature