Cooperation Terms
These Cooperation Terms apply to agreements between Quamly Corp., 400 S. 4th Street, Suite 500, Las Vegas, Nevada, 89101, United States of America (the “Company”, “Quamly”, “we” or “us”) and any contractor, consultant, vendor, service provider or other person providing services to the Company (the “Contractor”).
These Terms form part of the relevant service agreement. If the agreement contains stricter or different provisions, the agreement will prevail for that matter.
1. Start of Cooperation
By entering into an agreement with Quamly, the Contractor confirms that it has reviewed these Terms, accepts them and will comply with them during the cooperation.
The Contractor must perform services with due skill, care and professionalism, using properly qualified personnel and lawful business practices.
The Contractor is responsible for all permits, registrations, taxes, filings, insurance and other obligations connected with its business and personnel.
2. Company Information
During cooperation, the Contractor may access information that is not public and should be treated as confidential.
This includes information about Quamly’s services, clients, partners, payment coordination processes, marketing strategies, advertising partnerships, business plans, pricing, financial data, systems, workflows, reports, data, documents and agreement terms.
The Contractor must use such information only for the purpose of performing the agreement and must not disclose it without written approval.
3. Handling Confidential Information
The Contractor may share confidential information only with personnel or approved subcontractors who need it for the services and are bound by written confidentiality duties.
The Contractor remains responsible for any misuse or disclosure by its personnel, agents or subcontractors.
Confidentiality does not apply to information that becomes public without breach or must be disclosed by law. Where legally permitted, the Contractor must notify Quamly before disclosure and cooperate to limit unnecessary exposure.
When cooperation ends, or upon request, the Contractor must return, delete or securely destroy confidential information unless legal retention is required.
4. Security Standard
The Contractor must maintain reasonable administrative, technical and organizational measures to protect Company information.
Any suspected unauthorized access, loss, misuse, disclosure or security incident involving Company information must be reported to Quamly without undue delay.
5. Work Product and Intellectual Property
All deliverables, analyses, documents, reports, campaign materials, partnership materials, payment workflow materials, recommendations, designs, content, inventions, improvements and other results created for Quamly are the property of Quamly.
The Contractor assigns to Quamly all rights, title and interest in such work product, including intellectual property rights, worldwide and for the full period of protection.
The Contractor must provide reasonable assistance to confirm, register, protect or enforce those rights.
The Contractor’s fees include compensation for the assignment of intellectual property rights unless the agreement expressly states otherwise.
6. Use of Quamly Materials
The Contractor may use Quamly materials only for approved work under the agreement.
The Contractor must not use Quamly’s name, logo, branding, materials, client references or work product in public materials, marketing, portfolios or case studies without prior written approval.
7. Restrictions After Cooperation
During cooperation and for two years after it ends, the Contractor must not use Quamly’s confidential information to solicit Quamly’s clients, employees, contractors or business partners, or to redirect business opportunities away from Quamly.
The Contractor must disclose any relationship, role, investment or business interest involving a competitor or potential competitor that may create a conflict.
If Quamly terminates the agreement without cause, the non-compete restriction is reduced to one year unless applicable law requires a shorter period.
8. Anti-Bribery
The Contractor must not offer, promise, authorize, give, request or accept bribes, kickbacks or improper benefits.
Gifts and hospitality are allowed only if lawful, modest, transparent, infrequent and not intended to influence a business decision.
Any suspected bribery, corruption or improper request connected with Quamly must be reported promptly.
9. Sanctions and Restricted Territories
The Contractor must comply with applicable sanctions, export control, trade and anti-boycott laws.
The Contractor may not provide services to Quamly 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 other territories subject to applicable sanctions imposed by the United States, European Union, United Nations or other relevant authorities.
The Contractor confirms that it, its owners, directors and relevant personnel are not subject to sanctions that would prohibit cooperation with Quamly.
10. AML/CFT and Financial Crime
The Contractor must take reasonable steps to prevent money laundering, terrorist financing, fraud, tax evasion and other financial crime.
Where relevant, the Contractor must verify counterparties, screen sanctions lists, maintain accurate records and avoid transactions involving criminal proceeds, forged documents, prohibited activities or suspicious payment structures.
11. Personal Data
If the Contractor processes personal data while performing services, it must comply with applicable data protection laws and Quamly’s instructions.
The Contractor must process personal data only for authorized purposes, protect it from unauthorized access and assist Quamly with privacy requests or incidents where reasonably required.
Quamly may process Contractor personal data for agreement management, payment, compliance, legal, tax, security and legitimate business purposes.
12. Breach
A party that breaches these Terms or the agreement must compensate the other party for losses, damages, liabilities and reasonable legal costs caused by the breach, subject to the agreement and applicable law.
13. End of Agreement
Termination does not affect provisions intended to continue, including confidentiality, intellectual property, restrictions after cooperation, personal data, liability, governing law and dispute resolution.
The Contractor must cooperate with reasonable transition steps and return Company property when requested.
14. Assignment, Severability and Remedies
The Contractor may not assign the agreement without Quamly’s written consent. Quamly may assign its rights and obligations upon written notice.
If any provision is invalid or unenforceable, the rest of the Terms remain effective.
Rights and remedies under these Terms are cumulative and do not exclude remedies available under law.
15. Governing Law and Disputes
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.
