This public offer agreement (hereinafter “Agreement”) is effective from April 1st, 2024 (hereinafter “Effective Date”),
BETWEEN: Individual Entrepreneur Nichitenco Artem, Identification Number: 345740692, with its residing address at:
Georgia, Batumi City, Mikheil Lermontovi Street, N131, Attic N 24b
AND "Customer” (The Contractor and the Customer shall be individually referred to as a “Party” and collectively referred to as the “Parties”, as the context may require).
WHEREAS

1. Contractor has experience and expertise in SEO services.
2. Customer desires to have Contractor provide services for them.
3. Contractor desires to provide services to Customer on the terms and conditions set forth herein

(the “Services”).
NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement, the Parties agree as follows:
1. SERVICES PROVIDED
1.1. In accordance with this Agreement, the Contractor shall develop and provide specialized SEO services tailored to the needs and objectives of the Customer (hereinafter referred to as the “Services”). These Services include but not limited to:
1.1.1. Conducting extensive research to identify optimal keywords that guide content creation and ensure maximum visibility.
1.1.2. Enhancing web pages by optimizing content, titles, tags, and meta descriptions to improve search engine rankings.
1.1.3. Addressing technical aspects of SEO such as improving Customer's website speed, structure, and mobile-friendliness to enhance overall website performance.
1.1.4. Crafting and implementing a strategic approach to Customer's content, aimed at engaging audiences and boosting search rankings.
1.1.5. Improving the Customer's local search presence to attract targeted regional audiences.
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1.1.6. Generating high-quality backlinks through ethical link-building practices to strengthen the Customer's website search engine ranking.
1.1.7. Working closely with the Customer's marketing and other teams to ensure that SEO strategies are aligned with overall marketing goals.
1.1.8. Using advanced SEO tools to track Customer's website performance metrics, and providing detailed reports on the effectiveness of the implemented strategies.
1.1.9. Adapting SEO tactics in response to changes in search engine algorithms and current best practices to maintain and improve Customer's website search engine rankings.
1.2. The Parties acknowledge that the Contractor may provide the Customer with additional services (hereinafter “Additional Services”) from time to time. The Customer will be responsible for paying for such additional services at an additional cost. The description of the Additional Services is as follows:
1.2.1. Searching for Contractors and Video Helpers: the Contractor will undertake the task of searching for and recruiting suitable contractors and video helpers for various projects, as and when required by the Customer.
1.2.2. Creation of Scenarios: the Contractor will be responsible for developing scenarios and scripts for videos based on the specific requirements and preferences of the Customer.
1.2.3. Production Management: the Contractor will manage the production process of videos from start to finish, ensuring that all aspects of production are properly coordinated, and the agreed timelines and budget are adhered to.
1.2.4. Scriptwriting and Storyboarding: the Contractor will provide scriptwriting and storyboarding services, helping to craft engaging narratives and visual representations for the videos.
1.2.5. Distribution and Marketing Strategy Consulting: The Contractor will offer consultation services to the Customer regarding distribution and marketing strategies for the videos, providing guidance on how to effectively reach the target audience and maximize their impact.
1.2.6. Hosting and Streaming Services: The Contractor will provide video hosting and streaming services, ensuring that the videos are easily accessible and available for viewing on various platforms as desired by the Customer.
2. SERVICES DELIVERY
2.1. Contractor agrees to provide Services pursuant to the tasks from the Customer. The list and the volume of the tasks may be communicated by the Customer to the Contractor in written form which may include, but is not limited to, communication via Jira, Confluence, email, Skype, Telegram, Slack, Signal, and other VoIP computer programs. The chosen method of communication shall be agreed upon by both Parties and may be subject to change upon mutual consent.
2.2. The Contractor represents and warrants that the Services provided shall fully adhere to the tasks of the Customer. In the event that the Services fail to meet the requirements outlined in the tasks, the Contractor shall promptly rectify any non-conformities at the sole expense of the Contractor, without imposing any additional charges on the Customer. The Contractor shall take all necessary actions to bring the Services into conformity with the tasks in a timely manner.

1. 2.3. This warranty serves as the exclusive guarantee provided to the Customer relating to the Services.
2. 2.4. Under the Agreement the Contractor is entitled to define ways of Services rendering itself. The

Customer is entitled to control the way and quality of Services rendering.
3. TERM
3.1. The Agreement shall commence from the Effective Date specified at the beginning of this Agreement and shall continue until its termination by either of the Parties.

1. 3.2. Any Party may terminate this Agreement upon thirty (30) days' written notice to the other Parties.
2. 3.3. This Agreement also may be terminated automatically, without notice, (i) upon the institution by or against either Party of any insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts, (ii) upon either Party’s making an assignment for the benefit of creditors, or (iii) upon either Party's dissolution.

4. OWNERSHIP RIGHTS
4.1. The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. The Customer can use, reproduce, modify, distribute, display, and perform the final version of the Services delivered by the Contractor for any lawful purpose related to the Customer's business operations. This encompasses both current and future uses of the Services, including but not limited to, marketing, promotional materials, internal training, and online platforms.
4.2. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the "Work Product") developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's "Work Product".
4.3. The Contractor must make reasonable security arrangement to protect Work Product from unauthorized access, collection, use, alteration or disposal.
4.4. The Customer shall have the exclusive right to sublicense the aforementioned rights to third parties, provided that such sublicensees adhere to the terms and conditions set forth in this Agreement.
4.5. The Contractor shall not use the final version of the Services delivered to the Customer for any purpose other than the fulfillment of its obligations under this Agreement, without the prior written consent of the Customer.
5. RETURN OF PROPERTY
Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer.
6. INDEMNIITY
6.1. The Contractor shall indemnify and hold harmless the Customer, its employees, and agents from any losses, claims, damages, actions, causes of action, costs, and expenses incurred by the Customer's employees or agents, whether before or after the termination of this Agreement. This indemnification includes claims arising from infringement of third-party intellectual property rights resulting from any act or omission by the Contractor, its agents, employees, officers, directors, or subcontractors in connection with this Agreement. However, the Contractor shall not be liable for any claims arising from the independent acts or omissions of the Customer's employees and agents.
6.2. The Contractor shall ensure that any subcontractors engaged by the Contractor comply with all applicable occupational health and safety laws relevant to the performance of the Contractor's obligations under this Agreement, including specific laws in the United Arab Emirates. The Contractor shall be responsible for overseeing and enforcing compliance with these laws by its subcontractors.
7. CONFIDENTIALITY
7.1. Customer and Contractor acknowledge and agree that the Scope of Work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of the Customer.
7.2. Contractor and its employees, agent or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit or divulge, disclose, or communicate in any manner, any information that is proprietary ("Confidential Information") to the Customer.
7.3. The Contractor and its employees, agent and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. 8.4. Parties acknowledge excluded from the “Confidential Information” definition is anything that can be seen by the public.
8. ENTIRE AGREEMENT
9.1. This Agreement constitutes the complete understanding between the Parties. No other promises, representations, or agreements shall be binding unless signed by these Parties.
8.2. This Agreement cannot be altered, amended, or modified in any respect, except by a writing duly executed by all Parties to the Agreement.
9. SEVERABILITY
In the event that any court of enforcement authority determines that any provision of this Agreement is unenforceable, the provision at issue shall be enforced to the maximum extent permitted by law, and all other provisions shall remain in full effect.
10. NON-COMPETE
10.1. During the term of this Agreement and for a period of 2 (two) years following its termination or expiration, the Contractor agrees not to engage in any business or provide services that directly compete with the products or services offered by the Customer in the regions where the Customer is present.
10.2. The Contractor acknowledges that the non-compete obligation is necessary to protect the legitimate business interests of the Customer, including its confidential information, trade secrets, and client relationships.
10.3. In the event of a breach of this non-compete clause, the Customer shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to enforce compliance with the non-compete obligation.
11. CHOICE OF LAW AND DISPUTE RESOLUTION
11.1. This Agreement shall be governed by and construed in accordance with the laws of the Georgia without reference to its provisions regarding choice of law.
11.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, or termination, shall be resolved amicably through good- faith negotiations between the Parties.
11.3. If the Parties are unable to reach a resolution through negotiations within 30 (thirty) days after one Party has provided written notice to the other Party describing the nature of the dispute, the dispute shall be referred to and finally resolved by arbitration in accordance with the rules of arbitration of the Dubai International Arbitration Centre.
11.4. The arbitration shall be conducted in Tbilisi, Georgia and the language of the arbitration proceedings shall be English or Georgian. The arbitrator(s) shall be appointed in accordance with the rules of the chosen arbitral institution.
11.5. The decision and award rendered by the arbitrator(s) shall be final and binding upon the Parties. The Parties agree to abide by and comply with the decision and award without delay.
11.6. The arbitration proceedings, including any related documents or information exchanged, shall be treated as confidential and shall not be disclosed to any third party, except to the extent necessary for the enforcement or implementation of the arbitral award.
11.7. Notwithstanding the foregoing, either Party may seek interim or injunctive relief from a court of competent jurisdiction in order to protect its rights and interests pending the resolution of the dispute through arbitration.
11.8. This dispute resolution clause shall survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, each Party to this agreement has caused it to be executed on the date indicated above.