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AGREEMENT # $ID-$VERSION
Republic of Ireland
June, 4 2021

AGREEMENT # $ID

Global Marketing Solutions LP on the one hand, hereinafter referred to as the “Contractor”, represented by the Director General Mr. Andrian Karp, guided by goodwill, freedom-of-contract doctrine and mutual benefit, the norms of law of the Republic of Ireland, places this offer for general public (advertisers) on the Internet resource http://cpa.tl, which conditions are given below, to conclude a Paid Services Agreement.

The Counterparty to this Agreement, hereinafter referred to as the “Customer”, guided by goodwill, freedom-of-contract doctrine and mutual benefit, and the laws of the Republic of Ireland, voluntarily agrees to enter into this Paid Services Agreement and fully accepts its conditions (acceptance), with the rights and obligations of the Parties and all its conditions, which are set forth below as follows:

1. SUBJECT OF AGREEMENT

1.1.Under this Agreement, the Customer orders and the Contractor undertakes to provide the Customer with services for the promotion of advertisement on the Internet, as well as related services of intermediary and marketing nature, and the Customer undertakes to accept and pay for the services rendered by the Contractor in the manner and within the time frame set forth in this Agreement.

Interaction between the Customer and the Contractor shall be based on the principles of equality of the Parties and legality. The Parties established that during the performance of their obligations the they shall proceed from the fiduciary nature of the relationship governed by this Agreement and its Appendices.

In order to fulfill the obligations under this Agreement and in accordance with Customer's order, the Contractor shall provide the following on a fee basis:

a) services for promotion of Customer's advertisement on the Internet by using the capabilities of the Traffic Light CPA CRM system on the Internet, which can be accessed at: http://cpa.tl, as well as other Internet resources by placing information or active links to it directly or by other means;

b) intermediary services of a technical nature for the processing and registration of target actions committed by potential clients in respect to the placed advertisement;

c) marketing services, namely the study of the market segment selected by the Customer in order to assess it, to study trends (trends), to study the competitive environment for the effective conduct of business by the Customer.

The interaction between the Customer and the Contractor is carried out through the Customer's account registered in the Traffic Light CPA CRM system.

1.2. Conclusion (signing) of this Agreement indicates the full voluntary agreement of the Customer on the conditions, scope and type of services provided by the Contractor, as well as on the term, procedure and amount of their payment by the Contractor under this Agreement.

In this case, the achievement of a certain result in the form of increased sales, profits, etc. as a result of the services provided by the Contractor under the Agreement is not the subject of this Agreement.

1.3. The Contractor is entitled to unilaterally change the negotiated scope of services, conditions of their provision or payment procedure and terms by publishing the text of the Agreement with amendments to its conditions on the web-site: http://cpa.tl. If the Customer does not agree with the introduced changes, the Agreement is considered to be terminated on the initiative of the Customer from the date of publication of the text of the Agreement with changes on the web-site: http://cpa.tl.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. Obligations of the Contractor:

2.1.1. During the validity period of this Agreement, in accordance with conditions hereof, the Contractor undertakes to provide timely and high-quality services to the Customer in terms of placement and promotion of advertisement on the Internet, as well as related services of intermediary and marketing nature. The Contractor renders the aforementioned services on the basis of the Customer's advertising information materials (AIM) provided by the Customer through technical channels of communication.

2.1.2. The Contractor undertakes to use the information and other materials provided by the Customer only for the purpose of fulfilling the conditions of this Agreement.

2.1.3. The Contractor undertakes to use the means of identification of the Customer, his/her goods or works (services) performed by him/her (trademarks (brand names), trade name and (or) logo of the Customer), intellectual property, confidential commercial information and personal data solely for the purpose of fulfilling the obligations under this Agreement. Committing intentional acts interfering with the specified objects is prohibited.

2.2. Rights of the Contractor::

2.2.1. Subject to the Customer's consent, the Contractor may engage third parties (co-executors) to provide services under this Agreement in order to fulfill the obligations under this Agreement.

2.2.2. The Contractor has the right to refuse to place and promote (stop the placement and promotion) of advertising and information materials of the Customer in case of their non-compliance with the legislation of the Irish Republic, as well as in case of non-payment of funds by the Customer on the deposit account of the Customer in the prescribed period.

2.2.3. Under this Agreement, the Contractor is not obliged to carry out activities to verify the fidelity of the Customer, the legality of his/her business activities and the content of advertising and information provided materials on their compliance with the Law, including on the consumer properties and quality of these goods and services and other characteristics.

2.2.4. The Contractor shall not be liable for bad faith of the Customer, the Customer's failure to fulfill or improper fulfillment of obligations to counterparties and third parties under agreements entered into as a result of placement and promotion of the Customer's goods and services, including the failure to fulfill or improper fulfillment of obligations to deliver goods, its payment, etc., as well as when these parties (the Customer, his/her contractors, third parties) commit illegal actions when fulfilling obligations under their agreements. In this case, the Contractor is not a party to such agreements.

2.2.5. The Contractor shall have the right to debit payments from the Customer's account deposit for the services provided by him under this Agreement. If the amount of funds on the Customer's account deposit falls below the permanent amount of the deposit, as well as if the current balance is below the average daily expenditure of funds for the last 3 (three) calendar days, the Contractor has the right to block the account activity until the Customer replenishes the deposit to the required amount.

2.2.6. The Contractor has the right to charge a subscription fee of 150 (one hundred and fifty) US dollars or 120 (one hundred and twenty) Euro for the use of the Customer's account in the Traffic Light CPA CRM system in case of absence of target actions of potential clients confirmed by the Offer Layout Owner and lack of logins into personal account within 6 months. Payment shall be made in Euros at the official rate of the Bank of the Republic of Ireland on the date of payment. In this case, the amount of write-off cannot exceed the actual balance of funds on the Customer's account balance.

2.3. Obligations of the Customer:

2.3.1. Within 3 (three) working days from the date of signing this Agreement, using technical channels of communication, the Customer shall provide advertising and information materials (AIM), including in the form of an “Offer Layout”, regarding a particular product, product or service sufficient to perform the Contractor's obligations under this Agreement and guarantee their compliance with the legislation of the Republic of Ireland, including on copyright and related rights, on advertising, on personal data, absence of violations of criminal, administrative legislation. The specified advertising and informational materials (AIM) are retained in the Customer's account located in the Traffic Light CPA CRM system. The Customer controls and is responsible for the accuracy and timely reflection of the information in his/her account, located in the Traffic Light CPA CRM system.

2.3.2. The Customer shall be obliged to pay for the services of the Contractor under this Agreement in a timely manner, in the amount, in the manner and within the time frame set forth in clause 3.1. of the Agreement, to place funds on deposit of his account in sufficient amount to ensure appropriate payments for the services rendered by the Contractor under this Agreement. The Customer shall not allow the amount of funds on deposit account to decrease less than the amount of the permanent deposit amount, as well as less than the amount of the average daily expenditure of funds for the last 3 (three) calendar days. The Customer's obligation to pay for the services of the Contractor is considered properly fulfilled from the date of receipt of the amount of money due for payment to the current account of the Contractor.

2.3.3. The Customer shall be solely responsible for the accuracy and compliance of advertising and information materials with the legislation of the Republic of Ireland provided by him/her to implement the obligations of the Contractor under this Agreement, as well as bear full responsibility for the content and results of his/her business activities under the agreements entered into as a result of placement and promotion of advertisement by the Contractor, both to the contractors and to third parties.

2.3.4. The Customer shall notify the Contractor in case of shutdown (partial shutdown) of the Customer's web-site or targeting system used in the advertising, through technical channels of communication within 1 (one) working hour from the moment when the he/she detects the presence of such a problem. If the Customer violates the provisions of this clause of the Agreement, the Contractor shall have the right to demand reimbursement of expenses incurred by him/her in connection with such a violation.

2.3.5. The Customer shall notify the Contractor of any complaints about the quality of the services by sending a written notification through the technical channels of communication not later than 5 (five) days from the date of the potential client's taking the appropriate action in the Contractor's CRM system. If there are no such complaints within the specified period, the service is considered properly rendered and payable in full.

2.3.6. In the event the Customer cancels payment for a target action in the Traffic Light CPA CRM system, the Customer shall not be entitled to use the information received under this Agreement about the potential client within 30 (thirty) days from the date of such cancellation. In case the Customer commits these actions, he/she shall pay a fine to the Contractor in double the amount of the Contractor's service fee, based on data from the CRM system.

2.4. Rights of the Customer:

2.4.1. The Customer has the right to monitor the performance of obligations under this Agreement at any time. In this case, the Customer may independently use any means available to her/him, to exercise control at his convenience, but without direct interference in the activities of the Contractor.

2.4.2. The Customer has the right to unilaterally withdraw from the obligations under this Agreement subject to advance notice to the Contractor of the date of termination of the Agreement through technical channels of communication and payment of actual costs incurred by the Contractor

3. COST, PAYMENT AND SERVICE ACCEPTANCE PROCEDURE

3.1. The Contractor's fee shall be paid from the date of signing the Agreement from the funds deposited in the account in the Traffic Light CPA CRM system by the Customer, and shall be calculated by the Traffic Light CPA CRM system at the time of the transaction, confirmed by the Customer. In this case, the permanent deposit amount is not less than 100 euros and is deposited by the Customer to his/her account on the web-site http://cpa.tl. The date of payment for services (in full or in part) under this Agreement shall be the date of the operation of writing off funds by the Contractor from the Customer's account deposit, located on the web-site http://cpa.tl.

3.2. Calculation of cost and payment for services rendered under this Agreement shall be made in Euros or in U.S. dollars.

3.3. The validity of the write-off of funds in payment for the services rendered by the Contractor and the fact of proper provision of services is confirmed by the absence of complaints of the Customer within 5 (five) days from the date on which the potential client has made the respective action in the Contractor's CRM system.

3.4. Change of the procedure of payment for the Contractor's services and other essential conditions is made by the Contractor unilaterally by publishing the text of the Agreement (offer) with changes in its conditions on the web-site http://cpa.tl. If the Customer does not agree with the introduced changes, the Agreement is considered to be terminated on the initiative of the Customer from the moment of publication of the text of the Agreement with changes on the web-site: http://cpa.tl.

3.5. The services are considered to be rendered when the Customer pays for the target action in the Traffic Light CPA CRM system.

4. AGREEMENT VALIDITY PERIOD, PROCEDURE FOR ITS CONCLUSION

4.1. The Agreement shall be deemed signed by the Customer and shall come into force from the moment of its registration in the CRM system on the web-site http://cpa.tl and shall be valid for 1 year with the right to prolong its validity each time for 1 month in case none of the Parties declared its termination 5 days before the termination date of this Agreement.

4.2. The Agreement is considered to be concluded after the Customer gets acquainted with its conditions and Appendices, published on the web-site http://cpa.tl, by registering the Customer in the Contractor's CRM system on the web-site http://cpa.tl, and step-by-step clicking on the link “Conclude the Agreement” until he/she sees the notification “The Agreement is signed successfully”.

5. LIABILITY OF THE PARTIES FORCE MAJEURE

5.1. The Parties shall be liable for non-performance or improper performance of the conditions of this Agreement in the manner prescribed by this Agreement and the legislation of the Republic of Ireland. If the Contractor is unable to fulfill his obligations due to the Customer's fault, the services shall be payable in full.

5.2. The Contractor shall not be liable to third parties for the content of the Offer Layout, advertising and information materials provided by the Customer to fulfill the obligations under this Agreement, as well as for property damage and moral harm caused by the use of the specified information by third parties after its placement and promotion on Internet resources. The Contractor shall not be liable for unlawful actions of third parties related to the use of this information.

5.3. The Contractor is not liable for any interruptions in Internet access to the Internet resources where the Customer's AIMs are located.

5.4. The Parties shall be exempt from liability for full or partial failure to perform their obligations under this Agreement if such failure is caused by force majeure circumstances (the “force majeure”), i.e. extraordinary and unavoidable circumstances under the given conditions, including mass riots, terrorist acts, sabotage, wars, prohibitive actions of governmental agencies, natural disasters, fires, accidents and other force majeure circumstances. The fact of occurrence of these circumstances and their duration has to be documented.

5.5. The Parties shall notify each other of the existence of force majeure circumstances in written form within five (5) business days of their occurrence. If occurrence of such force majeure circumstances directly affected the performance of obligations by the Parties within the time period set forth in this Agreement, such time period shall be extended proportionately by the duration of such circumstances.

6. TERMINATION OF THE AGREEMENT

6.1. The Agreement may be terminated early as agreed by the Parties or at the initiative of one of the Parties by sending each other warnings in the form of written notices thereof through technical channels of communication.

6.2. As agreed by the Parties, the Agreement shall be deemed terminated on the date agreed upon by the Parties and specified in the notice of termination.

6.3. Upon termination of the Agreement on the initiative of one of the Parties, the initiator of the termination of the Agreement shall notify the other Party of his/her decision in writing through technical channels of communication at least 5 (five) calendar days prior to its actual termination. The date of unilateral termination has to be specified in the written notice of termination of the Agreement.

6.4. In case of termination of this Agreement on the initiative of the Customer, the he/she shall pay the Contractor for the documented costs incurred and the services actually rendered under the Agreement.

7. DISPUTE RESOLUTION PROCEDURE

7.1. Disputes and disagreements arising from the obligations of the Parties under this Agreement shall be resolved by negotiation and through a complaint procedure.

7.2. The written complaint shall be sent to the Party through technical channels of communication and shall be processed within 14 (fourteen) calendar days from the date of receipt. If the complaint is not processed within the specified period it is considered denial of the complaint.

7.3. If the Parties fail to agree, any dispute arising under or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be submitted to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), where such Rules shall be deemed an Appendix to this Agreement by virtue of reference thereto. The Parties agree that the arbitration court will consist of three arbitrators and that the arbitration will take place in London in the English language.

8. FINAL PROVISIONS.

8.1. This Agreement has mandatory Appendices No. 1-4: 1) Agreement to Provide Offer Layout; 2) Consent to Process Personal Data; 3) Confidentiality Agreement; 4) Terms.

8.2. The Agreement and its Appendices contain the exhaustive list of obligations of the Contractor and the Customer.

8.3. The Parties undertake to notify each other of any changes in legal entity details, bank details, legal, postal, electronic addresses, phone numbers, change of permanent executive body within 1 (one) business day from the date of the change through technical channels of communication.

9. CUSTOMER DETAILS.

Global Marketing Solutions LP (company number LP3156, registration date 01/19/2021)
Address: Office 29, Clifton House, Fitzwilliam Street Lower, Dublin 2, D02, XT91, Republic of Ireland
Web-site: http://cpa.tl
Email address: admin@cpa.tl
Director General Mr. Adrian Karp

APPENDIX NO. 1 - ON PROVISION OF OFFER LAYOUT

Republic of Ireland

The Counterparty to the Agreement, hereinafter referred to as the “Customer”, voluntarily provides the Offer Layout necessary for the proper performance of the Parties' obligations under the Agreement to Global Marketing Solutions LP represented by the Director General Mr. Andrian Karp, hereinafter referred to as the “Contractor”, by placing in own account in the Traffic Light CPA CRM-system on the Internet, which can be accessed at: http://cpa.tl,

in electronic and other forms, containing sufficient information (all types: visual, documents, digital, etc.), to achieve the goal of promoting goods and (or) services, performance of related mediation and marketing activities.

At the same time, the Customer gives a voluntary informed Consent to the Contractor, acting in order to fulfill obligations under the Agreement, including the promotion of goods, works, services in the market through contacts with potential consumers using means of communication, to use and process the provided Offer Layout both directly by the Contractor and on behalf of the latter by other persons.

The Contractor does not carry out additional verification of the Offer Layout provided by the Customer for its compliance with the legislation of the Republic of Ireland. The Customer guarantees compliance with the legislation of the Republic of Ireland, including copyright and related rights provisions.

When processing the Offering Layout, the Contractor undertakes to take sufficient organizational and technical measures or ensures that they are taken in order to use the Offer Layout most effectively to promote goods, works and (or) services.

Processing of the Offer Layout by the Contractor or other persons on behalf of the latter is not the basis for the acquisition (emergence) of copyright and related rights by the said persons.

A unilateral change in the Offer Layout by the Customer during the performance of the Agreement shall be considered an obstacle to further performance of the obligations under the Agreement and shall be subject to negotiation.

Upon expiration of the Agreement, the Contractor is not obliged to retain the Offer Layout.

This Appendix to the Agreement is published on the Internet resource http://cpa.tl along with the text of the Agreement and is an integral part thereof.

APPENDIX NO. 2 - CONSENT TO PROCESS PERSONAL DATA

Republic of Ireland

The Counterparty to the Agreement, hereinafter referred to as the “Customer”, voluntarily provides all personal data necessary for proper performance of the obligations undertaken by the Parties, in connection with their participation in the existing legal relations under this Agreement to Global Marketing Solutions LP represented by the Director General Mr. Andrian Karp, hereinafter referred to as “Contractor”, by placing in own account in the Traffic Light CPA CRM system on the Internet, which can be accessed at: http://cpa.tl.

In this case, the Customer gives a voluntary informed Consent to the Contractor, acting in order to fulfill obligations under the Agreement, including the promotion of goods, works, services in the market through contacts with potential consumers by means of communication, to the processing, distribution, provision, transfer and cross-border transfer, as well as other use of all (including biometric and other) personal data provided by the Customer, as well as obtained by the Contractor in the course of the performance of the obligations under the Agreement, including publicly available ones, as certified by this Appendix.

The Customer consents to the processing of the transferred personal data by other persons on behalf of the Contractor only for the purpose of fulfilling the obligations under the Agreement and within the limits of the legislation of the Republic of Ireland.

The Contractor shall not conduct additional verification of personal data provided to the Customer with respect to its accuracy and legality of transfer from third parties to the Customer, and the accuracy and legality of transfer of personal data from third parties to the Customer shall be guaranteed by the transferring latter.

When processing personal data, the Contractor undertakes to take sufficient legal, organizational and technical measures, or to ensure that they are taken so as to provide the necessary protection of personal data provided by the Customer.

Withdrawal of this Consent to the use of personal data may be carried out by the Customer at any time through technical channels of communication, which entails the termination of the use of personal data by the Contractor with the simultaneous termination of obligations under the Agreement between the Customer and the Contractor and its early termination at the Customer's initiative to withdraw the consent.

Upon expiration of the Agreement, the Contractor is not obliged to retain the personal data.

This Appendix to the Agreement is published on the Internet resource http://cpa.tl along with the text of the Agreement and is an integral part thereof.

APPENDIX NO. 3 - ON CONFIDENTIALITY

Republic of Ireland

Global Marketing Solutions LP, represented by the Director General Mr. Andrian Karp, hereinafter referred to as the “Contractor” and the Counterparty to the Agreement, hereinafter referred to as the “Customer”, for the purpose of mutual benefit,

hereby agreed that the information transferred by posting in the Customer's account in the Traffic Light CPA CRM system in the Internet, and otherwise in the performance of obligations under the Agreement between the Customer and the Contractor, unless otherwise provided by the legislation of Republic of Ireland constitutes a trade secret,i.e. have an actual and (or) potential commercial value by virtue of non-public nature, which allows its owner under existing or possible circumstances to increase income, avoid unjustified expenses, maintain a position in the market of goods, works, services or obtain other commercial benefits.

At the same time, each Party gives voluntary informed Consent to the counterparty, acting within the legislation of the Republic of Ireland and in order to fulfill the obligations under the Agreement, including the promotion of goods, works, services in the market through contacts with potential clients by means of communication, to use the provided information (information) constituting a trade secret exclusively for the purpose of fulfilling the obligations under the Agreement.

The Parties undertake to take sufficient reasonable measures to maintain the confidentiality of information entrusted to them in order to fulfill their obligations and to take sufficient legal, organizational and technical measures or ensure that they are taken in order to provide the necessary protection of trade secrets (information).

Trade secrets (information) may be contained and transferred between the Parties on any carriers.

The trade secret status cannot be granted to information that cannot constitute a trade secret by virtue of the provisions of the legislation of Republic of Ireland.

Trade secrets may be disclosed at the request of judicial and other state authorities. In this case, the Party shall notify the counterparty of the fact of disclosure of confidential information through technical channels of communication.

Withdrawal of this Agreement for the use of information constituting a trade secret may be carried out by any of the Parties, at any time through technical channels of communication, which entails the termination of its use by the Contractor with the simultaneous termination of obligations under the Agreement between the Customer and the Contbractor and its early termination on the Customer's initiative.


Upon expiration or early termination of the Agreement, the Parties shall continue to take sufficient and reasonable measures to protect the information constituting a trade secret for a period of three (3) years from the date of termination of their obligations under the Agreement.

This Appendix to the Agreement is published on the Internet resource http://cpa.tl along with the text of the Agreement and is an integral part thereof.

APPENDIX NO. 4 - ON THE TERMS AND CONCEPTS USED

Republic of Ireland

Global Marketing Solutions LP on the one hand, represented by Mr. Adrian Karp, the Director General, hereinafter referred to as the “Customer” and the Counterparty to the Agreement, hereinafter referred to as the “Contractor”, use the following concepts and terms in the performance of their obligations under the Agreement:

1. “Internet Network” — the worldwide global computer network for general access.

2. “Internet resource” — a set of integrated hardware and software means and information intended for publication on the Internet and displayed in certain text, graphic or audio forms. The Internet resource is accessible to Internet users through a domain name and UniformResourceLocator (URL) — a unique electronic address that allows access to the information and software-hardware system.

3. “Internet page” (HTML-page) — an internal page of the Internet resource, a set of integrated hardware and software information materials (including text, graphic), designed for publication of data on the Internet as part of the Internet site.

4. “Website” — a place on the Internet, which is defined by its address (URL), has its owner and consists of Internet pages, which are perceived as a whole.

5. “User” — any person using Internet resources.

6. “Traffic Light CPA Internet System” — a software and hardware system owned by the Customer and intended for performance of mutual obligations by the Parties under this Agreement, located in the domain zone: http://cpa.tl.

7. “Traffic Light CPA User Interface” — an interface allowing access to statistics and management of placement of information materials. Logging-in is done using the username and password at the address: http://cpa.tl.

8. “Customer's Advertising and Information Materials (AIM)” — any text, graphic, audio, video and mixed advertising and information materials, which may contain information about the Customer, his activities, works performed (services provided, goods offered), conditions of works performed (services provided, goods offered), indications of the Customer's means of identification, his goods, works, services and other information for the purposes of the Agreement.

9. “Placement of information materials” — technical placement by the Contractor of the Customer's information materials on Internet resources.

10. “Information position” — the place of placement of information materials on the Internet page.

11. “Click-Through” — redirection of HTTP-request from the Internet user's browser by the hyperlink, placed using the capabilities of the Traffic Light CPA Internet system, to the Internet address specified by the Customer.

12. “Target action” — a direct result (consequence) of a useful action of a Potential Client on the page of the Internet resource (i.e. purchase, ordering, filling out a questionnaire and other actions performed by the User), defined in the Traffic Light CPA CRM system as an appropriate goal of attracting the Potential Client.

13. “Cookie” — a piece of data created by a web server and stored on a user's computer, which the web client (usually a web browser) sends to the web server in an HTTP request each time when trying to open a page of the corresponding site.

14. “Offer Layout” — advertising and informational materials about the Customer's product or service in electronic and other form, containing sufficient information (information on the cost, as well as visual, documentary, digital and other essential information) necessary to fulfill the Contractor's obligations.

15. “Offer Layout Owner” — an advertiser who owns advertising and informational materials about a product or service, information about which is to be placed and promoted on the Internet.

16. “Target Action Confirmation” — notification of the Customer of the compliance of a target action with the conditions of the Offer Layout by Offer Layout Owner through the CRM-system.

17. “Potential client” — a person who made a useful action on the page of the advertiser's (Offer Layout Owner) Internet resource.

18. “Offer” — a public offer to conclude a paid services Agreement to provide services for placement and promotion of advertisement on the Internet, as well as related services of intermediary and marketing nature, addressed to the “Web-masters”.

The interpretation of these concepts and terms, as well as their definitions and meanings, shall be in accordance with the content of the Agreement.

The Parties confirmed the uniform understanding of the content and meaning of the given concepts and terms, which is certified by this Appendix.

This Appendix to the Agreement is published on the Internet resource http://cpa.tl along with the text of the Agreement and is an integral part thereof.



Be sure to carefully read the terms of the public offer and its Appendices, if you do not agree with any point of the offer, you have the right to refuse to enter into this Agreement with Global Marketing Solutions LP.

If you enter into this agreement, you agree to all of the conditions and conditions of this offer and its Appendices without exceptions or qualifications.