GENERAL TERMS AND CONDITIONS FOR PUBLISHERS

PLATFORM USER AGREEMENT

1. GENERAL PROVISIONS

1.1. These General Terms and Conditions apply to Special Terms and Conditions of the Platform User Agreement entered into between the Parties.
1.2. In case of conflicts, the Special Terms and Conditions takes precedence.

2. DEFINITIONS

2.1. Terms below have the following meaning in the General Terms and Conditions and Special Terms and Conditions:

Access Data

username or e-mail address and password

Agreement

Platform User Agreement (Special and General Terms and Conditions) concluded between the CC Learning and the Publisher

Confidential Information

information specified in Clause 9 of General Terms and Conditions;

CC Learning

Owner of the Platform specified in Special Terms and Conditions

CC Learning Contact Person

person specified in the Special Terms and Conditions who represents CC Learning in performance of the Agreement;

Civil Code

Content

The Civil Code of the Republic of Lithuania;

Journal, article, video training or other type of copyrighted content on Customs theme that the Publisher seeks to publish via Platform

Disclosing Party

General Terms and Conditions

Party disclosing the Confidential Information

these General Terms and Conditions of the Platform User Agreement

Service Fee

fee specified in the Special Terms and Conditions that the Publisher pays CC Learning for provision of Services;

Party

CC Learning or Publisher separately;

Parties

Platform

 

CC Learning and Publisher jointly;

a website www.customsclearance.net owned by CC Learning

Publisher

Individual or a company, specified in Special Terms and Conditions, publishing Content via Platform

Publisher’s Contact Person

person specified in the Special Terms and Conditions who represents Publisher in performance of the Agreement;

Receiving Party

Party receiving the Confidential Information;

Service

Service, agreed on in the Agreement, provided by CC Learning to a Publisher

Special Terms and Conditions

Special Terms and Conditions of the Platform User Agreement

Trademark

a word and/or graphic mark, which Party grants to other Party with the right to use (i. e. non-exclusive license) under the Agreement;

Third Party

Users

each person or entity other than Publisher or CC Learning

users of the Platform

Working day

calendar day that is not a Saturday, Sunday or public or national holiday established by Lithuanian law.

3. CONTENT OF SERVICE

3.1. CC Learning offers to the Publisher Services agreed upon in the Special Terms and Conditions.
3.2. Detailed description of Services is set forth in Special Terms and Conditions.
3.3. The Publisher may terminate the Agreement according to Clause 12, however, the Content which was already published in the Platform by the Publisher cannot be removed or deleted, unless otherwise agreed in writing by the Parties.

4. ALLOCATION OF REVENUE AND INVOICING

4.1. The Service Fee is specified in the Special Terms and Conditions.
4.2. CC Learning reserves the right to change pricing and prices for Users according to Publisher’s offers, market needs.
4.3. The Revenue is calculated, allocated and paid to Publishers every three calendar months, unless otherwise agreed in writing by the Parties. In the event of termination of the Agreement, the part of the Revenue accruing to the Publisher is calculated on the last day of validity of this Agreement.
4.4. At the end of the chosen time period, CC Learning provides the Publisher with a specification which includes information on revenue from the Content, calculated according to the formula agreed on in Special Terms and Conditions. The Publisher is aware that information on readability of Publisher’s content is available on real-time basis through the Publisher’s account in the Platform. 
4.5. After receiving information specified in Clause 4.4, the Publisher will no later than in ten (10) working days issues an invoice corresponding the specification provided by CC Learning. CC Learning will issue a respective invoice for its services (Service Fee). Parties understand that invoicing related to activities of a Platform (intermediary between the Publisher and the Users) might be subject to specific national tax treatment, thus will coordinate and adjust the mutual invoicing accordingly.
4.6. Invoices are payable in full within twenty (20) working days of the date of issue of the invoice. 
4.7. All payments shall be made in euros. The Publisher bears all costs connected with the payment (both made by the Publisher, as well as by the Platform) including any bank fees or currency exchange losses. 
4.8. In case Parties agree (via e-mail specified in the Agreement or another written form agreed by the Parties) on other services (e. g. advertising banners / advertisements of the Publisher, video creation, uploading of Content etc), CC learning issues invoices for these services on monthly basis. Invoices for these services are payable in terms agreed in Clauses 4.6. and 4.7. of the General Terms and Conditions.

5. PLATFORM USE

5.1. The Publisher will have access to the Platform by way of its Access Data. The Publisher agrees to keep its Access Data confidential. The Publisher undertakes to change its password on a regular basis.
5.2. The Publisher agrees not to enter information or data into the Platform that could harm, interrupt, damage or improperly access other computer programs, systems, and information.
5.3. The Publisher may not use the Platform for any purpose that is racist, discriminatory, obscene, indecent, hateful, malicious, pornographic, potentially damaging to minors, defamatory, libellous, fraudulent, treasonous, threatening, abusive, excessively violent, promotes the use of violence, or is otherwise harmful to others, unlawful or against official regulations or requirements. The Publisher will not use or save such data on the Platform.
5.4. CC Learning may immediately block Publisher’s access to the Platform if the Publisher knowingly circumvents or attempts to circumvent the Platform. 
5.5. CC Learning reserves the right to block Publisher’s access to the Platform in case of any further infringement and to delete or block Publisher’s data infringing the provisions of this Agreement.
5.6. CC Learning will inform Publisher about blocking of its access and blocking or deletion of its data in writing or via e-mail.
5.7. CC Learning may inform the Users about an impending or actual blocking of Publisher’s access to the Platform.
5.8. The Publisher is responsible for maintaining the confidentiality of Access Data. The Publisher is also solely responsible for all activities that occur under his Access Data or account and for any access to or use of the Platform by him or any person or entity using his Access Data, whether or not such access or use has been authorised by the Publisher.
5.9. The Publisher must immediately notify CC Learning of any unauthorised use of Access Data or account or any other breach of security. CC Learning will not be liable for any loss or damage whatsoever resulting from the disclosure of Publisher’s Access Data.
5.10. The Publisher must ensure that computers and other devices used to access the Platform run up-to-date anti-virus software as a precaution. 

6. OBILGATIONS OF THE PARTIES

6.1. The Parties undertake:
6.1.1. to make reasonable efforts to cooperate with each other as is necessary for performing obligations arising from the Agreement;
6.1.2. to notify each other immediately of any material circumstance or problem related to performance of Agreement, including impediment or possible impediment preventing a Party from performing contractual obligations;
6.1.3. to act toward each other in good faith and based on the principle of reasonableness and to avoid any harm caused or the causing of harm to each other;
6.1.4. to notify each other at the first opportunity of any circumstance that harms or may harm the Parties’ information systems or performance of Agreement, as well as of circumstances that may be necessary for the secure functioning of, maintenance of or elimination of faults in the Parties’ technical solutions and systems;
6.1.5. to notify each other immediately via email of any changes in their contact details (including bank account).

6.2. CC Learning undertakes:
6.2.1. to ensure proper operation of the Platform;
6.2.2. to ensure protection of the Platform and Content from unauthorized access (except cases indicated in Clause 5); 
6.2.3. to collaborate with the Publisher in fulfilling other obligations laid down in this Agreement;
6.2.4. immediately inform the Publisher about any circumstances that impede or may impede CC Learning to provide Services;
6.2.5. to ensure that Content provided by the Publisher is accessible to the Users;
6.2.6. to ensure proper marketing and search engine optimization (SEO) of the Platform;
6.2.7. to provide Publisher an access (unique login and password which are known only to the Publisher) to the Platform. Publisher by logging in to the Platform can upload and publish a digital Content;
6.2.8. to give Publisher access to the Platform where he can upload Content;
6.2.9. to give Publisher access to sales statistics which is provided in anonymized form.

6.3. Publisher undertakes:
6.3.1. to collaborate with CC Learning in fulfilling the obligations laid down in the Agreement;
6.3.2. to upload and publish the Content and all the necessary information to the Platform if not agreed otherwise. The Publisher has a right to publish Content outside the Platform according to his will. The Publisher is free to decide when and what Content upload to the Platform;
6.3.3. to ensure the quality, legality, completeness, accuracy, and up-to-date nature of the Content. Publisher is solely responsible for the Content published on the Platform. The Content shall be customs related. The Publisher is also himself responsible for the relationship (including but not limited remuneration, intellectual property rights) with the authors of the Content (if the Publisher is not an author);
6.3.4. at the request of CC Learning the Publisher undertakes to provide CC Learning immediately documents proving that he has all the intellectual rights required to publish the Content;
6.3.5. to pay all taxes applicable to the Publisher.

7. TAXES

7.1. The Publisher and CC Learning are each separately responsible for any and all taxes (including but not limited to any income tax and VAT) payable as a result of a supply under this Agreement.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. Save as expressly set out in these General Terms and Conditions, neither party shall receive any right, title, or interest in or to any intellectual property rights owned by the other Party. All rights not expressly granted in these General Terms and Conditions are reserved by the Parties or their licensors. 
8.2. The Party shall entitle the other Party to use Trademark (non-exclusive licence) during the term of validity of the Agreement for the purpose of promoting the Content.
8.3. Both Parties shall hand over to each other electronically existing documents regarding the form and means of required use of the Trademark, i. e. visual identity manual etc. The Party has no right to reproduce the documents and data forwarded by other Party.
8.4. A Party may not, without the prior written permission of other Party, change the Trademark, which is owned by other Party, in any way (including changing the typeface, adding, or removing design elements, text part, changing colours etc.).
8.5. Upon use of Trademark, the Party is obliged to adhere to rights and interests of other Party as the Trademark owner including to follow form and means of required use of the Trademark and to refrain from any actions that may reduce the value of the Trademark or harm the reputation of the Trademark or Party which owns the Trademark.
8.6. Both Parties shall retain the right to use their Trademark itself and to allow their Trademark to be used by third parties. 
8.7. If CC Learning changes the Trademark during the term of validity of the Agreement (including design, verbal part) in any way or manner, CC Learning shall forward to the Publisher the documentation for the new Trademark and the Publisher shall undertake to replace the old Trademark with the new Trademark within ten (10) Working days.
8.8. If the Party violates any of the obligations set forth in Clause 8 of the General Terms and Conditions, the affected Party is entitled to demand that the other Party immediately ceases and cures such violation. The Party undertakes to cure any violation (among other things, comply with the obligation specified in the previous sentence) within five (5) Working days from receiving a corresponding demand from affected Party.
8.9. The Publisher by uploading Content to the Platform grants to CC Learning a non-exclusive, revocable, worldwide licence to host and store the Content and to make it available to the Users.
8.10. The Publisher by uploading Content into the Platform warrants: 
8.10.1. the Content is wholly original, the Publisher does not infringe the copyright or any other rights of any third party;
8.10.2. no consents or permissions are required from the Publisher or any third party in respect of the applicable User's use of any of the Content. 
8.11. The Publisher is solely responsible for the Content published on the Platform as described in Clause 6.3.3.
8.12. The Publisher acknowledges that CC Learning cannot be held responsible for how users use the Content published in the Platform. The Publisher also acknowledges that he has acquainted and agrees that the Terms of Use of the Content would apply to Users.

9. CONFIDENTIALITY

9.1. The Receiving Party may have access to the Confidential Information of the Disclosing Party. 
9.2. The Receiving Party will not disclose or otherwise make available to any Third Party any of the Disclosing Party’s Confidential Information in any form, to any person or entity other than the Receiving Party’s employees, affiliates, or agents with a need to know such Confidential Information. In this case, the Receiving Party shall ensure that all such Receiving Party’s employees, affiliates, or agents enter into a non- disclosure agreement with the Receiving Party offering the same level of protection as stipulated herein. The Receiving Party will not use the Disclosing Party’s Confidential Information for any purpose other than fulfilling the Receiving Party’s obligations under this Agreement.
9.3. The Receiving Party will keep the Confidential Information secret by using at least the same care and discretion that the Receiving Party uses with respect to its own trade secrets and in no case less than reasonable care.
9.4. Confidential Information does not include information which:
9.4.1. was known to the Receiving Party prior to its disclosure by the Disclosing Party;
9.4.2. has become generally available to the public (other than through the Receiving Party);
9.4.3. is obtained by the Receiving Party from a Third Party under no obligation of confidentiality to the Disclosing Party
9.5. The Receiving Party may disclose the Confidential Information if such disclosure is required according to applicable laws or governmental regulations, provided that the Receiving Party has submitted prior written notice of such disclosure to the Disclosing Party, to the extent such action is possible, and takes reasonable and lawful actions to avoid and/or minimize the extent of the disclosure.
9.6. The provisions of Clause 9 shall survive the termination of this Agreement for an indefinite period of time.

10. PROCESSING OF PERSONAL DATA

10.1. Parties understand and confirm that both Parties act as data controllers when transmitting their employees’, authors personal data (the Personal Data) under this Agreement. The Parties agree that Personal Data will be processed for the purpose of execution of this Agreement.
10.2. Parties confirm that their activities are in compliance with all EU General Data Protection Regulation 2016/679 (the GDPR) conditions and undertake to process Personal Data strictly in accordance with all applicable legislation and provisions established in this Agreement.
10.3. Based on this Agreement the following types of data subjects’ Personal Data will be processed: name, surname, job title, e-mail, telephone number, as well as other information the processing of which is necessary for the performance of this Agreement. 
10.4. The Publisher understands and agrees that Personal Data of the author of the Content, such as author’s name and surname will be publicly available on the Platform. With the request and agreement of the Content’s author, CC learning will consider publishing other Personal Data about the Author, that would be useful and relevant for the Users, for example, contact information, job title, short biography details etc.
10.5. Parties understand and confirm that the following actions cannot be implemented:
10.5.1. to collect or make public (excluding Personal Data specified in Clause 10.4) / transfer Personal Data to any third parties, except for the cases established in the applicable legislation, or under other legal grounds, e. g. transfer Personal Data to the auditors or between companies of the same corporate group as the Party of this Agreement; 
10.5.2. to process Personal Data under any other purposes and nature than established in this Agreement or to transfer obligations arising from this Agreement to any third party without a prior consent of the other Party.
10.6. Parties shall ensure the rights of the data subjects to access their Personal data, the right to rectify incorrect, inaccurate, or incomplete Personal Data, right to request deletion of his / her Personal Data, right to object to the data processing or restrict it, right to Personal Data portability (if applies) and right to lodge a complaint to the State Data Protection Inspectorate. 
10.7. With consideration of the latest technological progress in the field of Personal Data processing, implementation costs and processing nature, scope, context, and purposes as well as the probability and seriousness of threats to the rights and freedoms of individuals, the Parties shall implement the appropriate technical and organisational measures to ensure a security level according to the degree of possible threats. 
10.8. The Parties shall ensure that all employees who are processing Personal Data shall be familiarised with the obligations set in this Agreement and applicable laws. 
10.9. On occurrence of an actual or suspected violation of Personal Data security (accidental or unauthorised destruction, damage, modification, loss, disclosure, etc.), the Party shall immediately (within 24 hours) notify the other Party and specify in the notice all the information required pursuant to all applicable legal acts regulating personal data protection. In such case, the Parties shall assume the obligation to cooperate and under each other request to provide all relevant additional information as soon as possible.
10.10. Parties are responsible for fulfilling their obligations under the GDPR and applicable relevant legislation and are not liable for each other actions violating the relevant requirements; furthermore, one Party does not reimburse any losses of the other Party.
10.11. In order to provide Services and perform the obligations set forth in the Agreement, CC Learning shall process Users’ personal data, including, when necessary, special categories of personal data. Processing of personal data shall be considered to include any operation or procedure performed with personal data for the purpose of execution of this Agreement. 
10.12. CC Learning Privacy Policy sets out: (a) the terms on which CC Learning process any personal data CC Learning collect from Users, or Users provide to CC Learning; and (b) information about the use of cookies on the Platform, will also apply to your use of the Platform. By using the Platform, Users consent to such processing and Users warrant that all data provided by them is accurate.

11. LIABILITY OF THE PARTIES AND LIMITATIONS ON LIABILITY

11.1. Parties agree that CC Learning does not acquire any ownership of the Content and has no relationship and obligation to the authors of the Content (including when the Publisher is not the author). 
11.2. CC Learning is not responsible for the accuracy and correctness of the information that the Publisher or other Publishers enter and/or provide when using the Platform. 
11.3. Both Parties shall be liable for failure to duly fulfil the obligations set forth in the Agreement and the legal acts of the Republic of Lithuania.
11.4. Both Parties have agreed that CC Learning shall be liable only for providing the Services pursuant to terms and conditions set forth in the Agreement.
11.5. CC Learning shall not be liable for any damage if CC Learning has, in providing Services, followed the procedural rules laid out in the Agreement. Nor will CC Learning be liable for damage caused by circumstances deriving from the Publisher.
11.6. CC Learning shall under no circumstance be liable for revenue forgone or for non-proprietary damage. CC Learning’s liability for proprietary damage is limited to one thousand EUR.
11.7. The Publisher is aware that CC Learning has not created and/or examined the data transmitted via the Platform. Therefore, CC Learning is not liable for such data, their legality, completeness, accuracy, and up-to-date nature. CC Learning is not liable for damages arising from downloading or another use of unchecked harmful data via the Platform. 
11.8. Breach of the Agreement is excusable, and the Party shall be excused from failing to perform obligations assumed hereunder if the Party was in breach of the Agreement due to force majeure circumstance. Force majeure circumstance is any circumstance which is beyond control of the Parties and which could have not been reasonably expected to be taken into consideration or avoided and overcome at the time of entering into the Agreement. If the effect of force majeure is temporary, the breach of obligation is excusable only for the duration of time that force majeure impeded the performance of obligation. The Party in breach of obligation due to force majeure circumstance is obliged to notify the other Party of the force majeure circumstance without delay.
11.9. In case of delay in performance of a monetary obligation arising from the Agreement, the entitled Party shall have the right to demand from the breaching Party a late interest of zero point zero five per cent (0.05%) from the unpaid amount for each calendar day of delay, starting from the moment of delay until full payment of the debt.
11.10. CC Learning is not liable for any interruption, malfunction, downtime or other failure of the Platform or online services, system, databases, or any of its components, for whatever reason. CC Learning will not be responsible if the Content is stolen, published, soled, or became available to Third Parties, except in cases of gross negligence or wilful misconduct by CC Learning. 

12. VALIDITY AND AMENDMENT OF THE AGREEMENT

12.1. The Agreement shall enter into force on the date specified in the Agreement and remain in force without a term or until the date specified in the Agreement.
12.2. The Agreement may be amended upon written agreement of both Parties, unless set forth otherwise in the Agreement. Amendments to the Agreement shall enter into force upon signing of the relevant agreement by the Parties’ duly authorized representatives.
12.3. CC Learning has the right to unilaterally amend the General Terms and Conditions, notifying the Publisher’s Contact Person of the changes in a form reproducible in writing at least thirty (30) days before the amendment enters into force.
12.4. A Party shall have the right to cancel the Agreement under ordinary procedure by notifying the other Party in writing of the cancellation of the Agreement at least thirty (30) days in advance.
12.5. The Parties have the right to cancel the Agreement extraordinarily on grounds set forth in the Civil Code or the General Terms and Conditions.
12.6. Either party may terminate this Agreement with immediate effect by written notice to the other Party if the other Party materially breaches the Agreement if such breach is not capable of remedy or, where such breach is capable of remedy, where that party fails to remedy the breach within thirty (30) days of being notified of the breach in writing.

13. NOTICES AND OTHER COMMUNICATIONS

13.1. Any notice and other communication required to be given hereunder shall be in writing (communication via email specified in the Agreement is appropriate mean of communication) and in English or Lithuanian language and shall be deemed to be properly delivered if addressed according to the contact information specified in the Special Terms and Conditions, or other address provided by the written notice of that Party.

14. INTERPRETATION

14.1. If any individual provision of this Agreement is or becomes ineffective in part or in whole, this does not affect the validity of the remaining provisions. The Parties will replace any ineffective provision by the legally valid provision that most closely achieves the commercial objective of the ineffective provision. The same applies correspondingly in the event of any omission.

15. FINAL PROVISIONS

15.1. Neither Party may, without the prior written consent of the other Party, cede or re-assign rights and obligations arising from the Agreement to third parties or to perform acts which would result in the transfer of any rights or obligations on the basis of legislation (including during transfer of company). CC Learning has the right to use cooperation partners to provide the Services.
15.2. If a Party does not exercise any of its rights, including the use of legal protection instrument under this Agreement, or uses such right only in part, it shall not mean that the Party has waived that right and will not be able to use it later, unless otherwise expressly provided for in this Agreement.
15.3. The Agreement shall be governed by the laws of the Republic of Lithuania.
15.4. The Parties shall attempt to resolve all disputes arising from or related to the Agreement by means of negotiations. The Vilnius District or County Court of Lithuania shall resolve disputes if the negotiations are unproductive.

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