These Cooperation Terms apply where Blunative Corp., 2300 West Sahara Avenue Suite 800, Las Vegas, NV, 89102 (“Blunative”, “Company”, “we”, “us” or “our”) engages any contractor, consultant, agency, vendor, supplier, service provider or other external business counterparty (the “Contractor”).
These Terms form part of the relevant agreement with the Contractor. If the signed agreement contains a stricter or more specific rule, the signed agreement prevails for that matter.
The Contractor acts as an independent provider and not as an employee, agent, partner, fiduciary or joint venture participant unless a signed agreement expressly states otherwise.
The Contractor must perform services lawfully, carefully and professionally, using appropriate personnel, resources and controls. The Contractor is responsible for its registrations, permits, licenses, taxes, insurance, personnel, tools and business expenses.
The Contractor must meet agreed deliverable requirements, follow agreed instructions, provide accurate information and promptly raise matters that may affect performance.
During the engagement, the Contractor may receive, access, create or handle non-public information relating to Blunative, its clients or business partners. Protected information may include:
The Contractor must use protected information only to perform the agreement and must not disclose it unless Blunative has approved the disclosure in writing, disclosure is required by law, or disclosure is necessary for performance and the recipient is bound by confidentiality obligations at least as protective as these Terms.
Where legally required disclosure is requested, the Contractor must, where permitted, notify Blunative in advance and cooperate to limit unnecessary disclosure.
The Contractor is responsible for breaches by its personnel, subcontractors, agents, assistants and representatives.
The Contractor must maintain reasonable administrative, technical and organizational safeguards to protect Company information against unauthorized access, disclosure, loss, misuse, alteration or destruction.
Any suspected or confirmed confidentiality, security or personal data incident involving Company information must be reported to Blunative promptly.
Upon request or at the end of the engagement, the Contractor must return, delete or securely destroy Company information, materials and property unless retention is required by law. Confidentiality, non-use and information-security obligations continue after the engagement ends.
If the Contractor processes personal data in connection with the agreement, the Contractor must comply with applicable data protection laws and Blunative’s instructions. The Contractor must process personal data only for authorized purposes, restrict access, maintain appropriate safeguards and assist Blunative with privacy requests or incidents where reasonably required.
Blunative may process Contractor personal data for agreement administration, payment, tax, compliance, security, legal and legitimate business purposes.
All materials, deliverables and work results created, developed, adapted, prepared or supplied for Blunative belong to Blunative.
This includes analyses, reports, recommendations, presentations, workflows, monitoring materials, financial partnership materials, payment management documentation, compliance materials, KYC-related materials, templates, content, designs, technical documentation, inventions, improvements and other work results.
The Contractor assigns to Blunative all rights, title and interest in those work results, including intellectual property rights, worldwide and for the full period of protection. The Contractor must sign documents and provide reasonable assistance needed to confirm, register, protect or enforce those rights. Unless agreed otherwise in writing, the Contractor’s fees include compensation for the assignment.
The Contractor must not use Blunative’s name, logo, brand, relationship, client references, materials or work product in websites, advertising, portfolios, social media, press releases, case studies or public statements without prior written approval.
During the engagement and for two years after it ends, the Contractor must not use Company information to solicit Blunative’s clients, partners, employees or contractors, divert business opportunities away from Blunative, or assist a competing engagement in a conflicting manner. If Blunative terminates the agreement without cause, any non-compete restriction is reduced to one year unless applicable law requires a shorter period.
The Contractor must disclose any actual, potential or perceived conflict of interest connected with the services.
The Contractor must not offer, promise, authorize, give, request or accept bribes, kickbacks or improper advantages. Gifts, meals, travel, entertainment or hospitality must be lawful, modest, transparent and not intended to influence a business decision.
The Contractor must comply with applicable sanctions, export control, anti-boycott and trade laws. The Contractor must not provide services to Blunative from, through or for the benefit of restricted territories or sanctioned persons where prohibited by law. Restricted territories include Crimea/Sevastopol and other occupied territories of Ukraine, Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar, Syria and any other territories subject to relevant sanctions imposed by the United States, European Union, United Nations or other applicable authorities.
The Contractor confirms that it and its relevant owners, directors, officers, personnel and subcontractors are not subject to sanctions that would prohibit cooperation with Blunative.
The Contractor must take reasonable measures to prevent money laundering, terrorist financing, fraud, tax evasion and other financial crime. Where relevant, the Contractor must maintain accurate records, avoid forged or misleading documentation, screen counterparties where appropriate, avoid prohibited activities and escalate suspicious payment structures or unusual counterparties.
A party that breaches these Terms or the relevant agreement must compensate the other party for losses, liabilities, damages and reasonable legal costs caused by the breach, subject to the agreement and applicable law.
The end of the engagement does not affect provisions intended to continue, including confidentiality, security, intellectual property, restricted conduct, personal data, liability, governing law and dispute resolution. The Contractor must provide reasonable handover support and return Company property when requested.
These Terms are governed by the laws of England and Wales. Any dispute arising out of or relating to these Terms or the relevant agreement shall be resolved by the London Court of International Arbitration.