These Cooperation Terms apply where 5th Digital Corp., 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144, USA (“5th Digital”, “Company”, “we”, “us” or “our”) engages a contractor, consultant, vendor, supplier, agency, 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 more specific or stricter provision, 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 qualified personnel and appropriate resources.
The Contractor is responsible for its registrations, permits, licenses, taxes, insurance, personnel, tools and business expenses.The Contractor must follow agreed instructions, meet deliverable requirements, provide accurate information and promptly raise issues that may affect performance.
During the engagement, the Contractor may receive, access, create or handle non-public information relating to 5th Digital, its clients or business partners. Protected information may include:
- internal processes, systems, reports, methods and operational materials;
- bank collaboration materials, institutional correspondence and onboarding information;
- pricing, commercial terms, financial information and business plans;
- KYC, AML, compliance and regulatory documentation;
- client, vendor, platform, bank and partner information;
- personal data, correspondence and agreement terms;
- document submission files, checklists, workflows and supporting evidence;
- intellectual property, know-how, templates and service documentation.
Information does not need to be marked confidential to be protected where its confidential nature is reasonably apparent.
The Contractor must use protected information only to perform the relevant agreement and must not disclose it unless 5th Digital 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 5th Digital in advance and cooperate to limit unnecessary disclosure.
The Contractor must maintain reasonable administrative, technical and organizational safeguards to protect Company information. Any suspected or confirmed confidentiality, security or personal data incident must be reported 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.
All materials, deliverables and work results created, developed, adapted, prepared or supplied for 5th Digital belong to 5th Digital.
This includes analyses, reports, recommendations, presentations, workflows, process descriptions, submission materials, compliance materials, KYC materials, institutional communication materials, templates, technical documentation, content, designs, inventions, improvements and other work results.
The Contractor assigns to 5th Digital 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 necessary 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 5th Digital’s name, logo, brand, relationship, client references, materials or work product in advertising, websites, portfolios, social media, press releases, case studies or public statements without prior written approval.
The Contractor must disclose any actual, potential or perceived conflict of interest connected with the services.
During the engagement and for two years after it ends, the Contractor must not use Company information to solicit 5th Digital’s clients, partners, employees or contractors, divert business opportunities away from 5th Digital, or assist a competing engagement in a conflicting manner.
If 5th Digital terminates the agreement without cause, any non-compete restriction is reduced to one year unless applicable law requires a shorter period.
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 5th Digital from, through or for the benefit of restricted territories or sanctioned persons where prohibited by law. Restricted territories include Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar, Syria, Crimea/Sevastopol and other occupied territories of Ukraine, and any other territories subject to relevant sanctions imposed by the United States, European Union, United Nations or other applicable authorities.
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.
If the Contractor processes personal data in connection with the agreement, the Contractor must comply with applicable data protection laws and 5th Digital’s instructions. The Contractor must process personal data only for authorized purposes, restrict access, maintain appropriate safeguards and assist 5th Digital with privacy requests or incidents where reasonably required.
5th Digital may process Contractor personal data for agreement administration, payment, tax, compliance, security, legal and legitimate business purposes.
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.
The Contractor may not assign the agreement without 5th Digital’s prior written consent. 5th Digital may assign its rights and obligations upon written notice. If any provision is invalid or unenforceable, the remaining provisions remain in force.
9.1 The breaching party will compensate the other party for damages and legal 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.costs incurred due to the breach.
