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info@mwelt.media
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Alpenstrasse 15, 6302, Zug, Switzerland
March 18, 2025
This public offer agreement (hereinafter referred to as «Agreement») is made by MWelt AG, with company code CH-170-3049774-9, registered at Alpenstrasse 15, 6302 Zug, represented by the director Peter Sonderegger, in accordance with the legislation of the Switzerland (hereinafter referred to as the «Contractor»), on one hand, and any natural person, sole proprietor, individual entrepreneur, or legal entity registered and operating in accordance with the legislation of any country, who accepts this offer and has the necessary legal capacity (hereinafter referred to as the «Customer»), on the other hand, for the provision of software subscription services by MWelt AG to the Customer, as listed on the website https://mwelt.media/ (hereinafter referred to as «Services»), under the following terms and conditions.
1.1. This document is public and is governed by the Law of Obligations Act and the applicable legislation of Switzerland. By placing the text of this Agreement on the Internet, it constitutes a public offer to conclude the Agreement on the terms and conditions set forth herein.
1.2. Acceptance of the Offer by the Customer is only possible in its entirety. Partial acceptance of the Offer or acceptance with modifications is not permitted. The Agreement between the Parties shall be deemed concluded upon the Customer's acceptance of the Offer. Acceptance of the Offer constitutes the conclusion of the Contract.
1.3. Pursuant to Art. 7 of the Federal Act on the Amendment of the Swiss Civil Code, Art. 6, where the particular nature of the transaction or the circumstances are such that express acceptance cannot reasonably be expected, the contract is deemed to have been concluded if the offer is not rejected within a reasonable time. The following actions shall be considered acceptance of this public offer agreement: the registration of the Customer on the Contractor's website and the registration of the Contractor's services order on the Contractor's website https://mwelt.media/; payment for the Contractor's services in accordance with the terms and conditions specified in this Agreement and through the corresponding page of the Contractor's site https://mwelt.media/.
1.4. By accepting this Agreement, the Customer confirms that they have fully and properly acquainted themselves with all its provisions and have accepted them of their own free will without coercion.
1.5. Each Party guarantees to the other Party that it has the necessary legal capacity and the rights and powers essential and sufficient to conclude and execute the Agreement in accordance with its terms.
1.6. If the Customer does not agree with the terms of the Agreement, they are not entitled to enter into this Agreement and do not have the right to use the Services under this Agreement.
2.1. Acceptance – The full, unconditional consent given by the Customer to enter into this Agreement, without the necessity of signing a written copy of the Agreement by the Parties, as specified in the Public Offer Agreement. Acceptance is considered complete once the Customer indicates their intent to be bound by the terms and conditions outlined in the Agreement.
2.2. Confidential Information – Any data, documents, or other information disclosed by one party to the other, which is explicitly marked as confidential or which, under the circumstances of its disclosure, should reasonably be regarded as confidential. This includes, but is not limited to, business, financial, or operational details, trade secrets, intellectual property, and proprietary information.
2.3. Cookies – Small text files placed on the Customer's device by the Contractor’s website or software to collect, store, and retrieve data about the Customer's usage patterns. Cookies are used for enhancing the user experience, managing user preferences, and tracking the performance of the site or service.
2.4. Data Protection Laws – All laws, rules, regulations, decrees, or other legal instruments concerning privacy, data security, and protection of personal information. This includes any applicable implementing, derivative, or related legislation, regulatory rules, and self-regulatory programs within the relevant industry. Specifically, this includes the European Union's General Data Protection Regulation (GDPR), Regulation (EU) 2016/679 of the European Parliament and the Council, as well as amendments, replacements, or re-enactments of such laws. Additionally, it includes the Swiss Federal Act on Data Protection of September 25, 2020 (Status as of September 1, 2023), which governs the protection of personal data in Switzerland.
2.5. Force Majeure – Any event or circumstance beyond the reasonable control of either party, including but not limited to natural disasters, acts of war, terrorism, labor disputes, governmental regulations, or any other event that prevents or significantly delays a party from fulfilling its obligations under this Agreement.
2.6. Governing Law – This Agreement shall be governed by the laws of Switzerland, and any disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Switzerland.
2.7. Payment Terms – The terms and conditions governing the payment for the Services by the Customer, as outlined in the Agreement. This includes the timing, methods of payment, and any penalties or interest for late payments.
2.8. Public Offer Agreement – The public agreement, a copy of which is available on the Contractor’s website at https://cronex.solutions, that governs the provision of Services by the Contractor to the Customer.
2.9. Services – The software subscription services provided by the Contractor to the Customer, as detailed and described on the Contractor’s website at https://mwelt.media/index.html.
2.10. Site – The website located at https://mwelt.media/index.html, where the software is hosted and through which the Contractor provides the Services to the Customer, in accordance with the terms of the Agreement. All intellectual property rights to the Site are owned by the Contractor.
2.11. Software – The online software applications that are either owned or licensed by the Contractor, including all standard upgrades and updates provided by the Contractor for all subscribers as part of the Services.
2.12. Subscription – The subscriptions purchased by the Customer under an Order for the use of the Software and Support Services, as specified in the Agreement.
2.13. Subscription Fees – The fees payable by the Customer for the Software and Services, as outlined in the relevant Order.
2.14. Subscription Period – The duration for which the Customer has agreed to subscribe to the Services, as defined in the Agreement.
2.15. Support Services – The customer support services provided by the Contractor to assist the Customer in utilizing the Services, including technical assistance and troubleshooting.
2.16. User Data – Any data, including personal data, provided by the Customer or collected by the Contractor in connection with the use of the Services. This data may include information required to process payments, manage the subscription, and provide customer support.
All definitions, terms, and expressions not defined in this section shall be interpreted according to the applicable legislation of the Swiss Confederation, and in the absence of such definition, shall be understood in their common, ordinary meaning.
3.1. The Contractor agrees to provide the Customer with software subscription services, which include access to the software applications, support services, and any additional features specified in the plan selected by the Customer. The scope and specific details of the selected subscription plan are outlined on the Contractor’s website or provided in the Order submitted by the Customer. These services shall be delivered in accordance with the terms and conditions specified in this Agreement. The Customer agrees to accept the services provided by the Contractor and to make payments in accordance with the agreed-upon Subscription Fees and Payment Terms set forth in this Agreement. The Contractor shall ensure that all Services are provided in a timely manner, with a high standard of quality and in compliance with all applicable laws.
3.2. Both parties hereby confirm the validity and authenticity of this Agreement by acknowledging that it is not a fictitious or fraudulent contract, nor was it entered into under any form of coercion, manipulation, or deceit. Each party affirms that it has freely and voluntarily entered into this Agreement with full understanding of the rights and obligations contained herein. The parties further declare that all necessary approvals and authorizations have been obtained to execute and perform this Agreement in accordance with its terms.
3.3. The Contractor confirms that it has the legal capacity and right to engage in the business of providing software subscription services, including activities related to information technology, software development, and computer programming. The Contractor warrants that it is in full compliance with all relevant laws, regulations, and industry standards, including those governing software services and digital products, in the jurisdiction of Switzerland and any other applicable jurisdictions. The Contractor shall take all necessary steps to ensure that its activities are fully in compliance with legal and regulatory requirements, including data protection laws, intellectual property laws, and software licensing laws, and shall not engage in any activities that would violate such laws or regulations.
4.1. The Company collects and processes Customer data necessary for the provision of services under this Agreement. This may include personal information, payment details, and transaction history.
4.2. Customer data is collected solely for the purposes of account management, service provision, transaction processing, fraud prevention, and compliance with legal obligations.
4.3. The Customer agrees to provide accurate and up-to-date information and acknowledges that failure to do so may result in service limitations or termination.
4.4. The Company implements industry-standard security measures to protect Customer data from unauthorized access, disclosure, or misuse.
4.5. Access to Customer data is restricted to authorized personnel and third parties who require it for legitimate business purposes, subject to confidentiality agreements and data protection regulations.
4.6. The Company employs encryption, secure authentication methods, and other safeguards to ensure data confidentiality and integrity.
4.7. Upon termination of the Customer’s relationship with the Company, data may be retained for a legally required period, after which it will be securely deleted or anonymized.
4.8. The Customer has the right to access, correct, or request the deletion of their personal data, subject to applicable laws and regulatory requirements.
4.9. The Customer may request information about how their data is processed and stored, as well as object to certain processing activities, in accordance with relevant data protection laws.
4.10. The Company does not sell or share Customer data with third parties for marketing purposes.
4.11. Customer data may be shared with regulatory authorities, financial institutions, or service providers for compliance, fraud prevention, and transaction processing purposes.
4.12. Any third-party data sharing is conducted in accordance with applicable data protection regulations and contractual safeguards.
4.13. The Company reserves the right to update this section in accordance with changes in legal, regulatory, or business requirements.
4.14. Customers will be notified of significant changes affecting their data rights or processing practices.
5.1. The Contractor maintains exclusive ownership of all intellectual property rights, including but not limited to Proprietary Rights, in the Software and its accompanying Documentation. The Customer is granted a limited, non-exclusive, non-transferable, and revocable right to access and use the Software solely for the duration of the Subscription Term. This right is strictly confined to the internal operations of the Customer and its Affiliates.
5.2. Under no circumstances is the Customer permitted to use the Software for analyzing third-party data or to extend its usage to any external organizations, businesses, or individuals outside its own entity and designated Affiliates. Furthermore, the Customer bears full responsibility for ensuring that all Users, employees, and Affiliates adhere to the terms set forth in this Agreement regarding Software usage. Any violation or unauthorized use by the Customer or its Affiliates shall be deemed a breach of the Agreement.
5.3. The scope of the Customer's Subscription is strictly defined by the selected plan, which may be categorized under different tiers, such as Individual or Business, as specified in the relevant Order. If the Customer requires additional features, functionality, or expanded usage beyond the limitations of the selected Subscription plan, they must either upgrade their plan or pay additional fees in accordance with the terms of the Agreement. Unauthorized usage exceeding the Subscription limitations may result in suspension of access, additional charges, or other enforcement actions by the Contractor.
5.4. The Contractor may provide additional copies of the Software or related materials for the Customer’s internal backup or archival purposes. These copies are strictly for contingency measures and must not be used to circumvent subscription limitations or be shared externally.
5.5. The Customer is required to treat the Software, Documentation, and all related materials as Confidential Information, implementing robust security measures to prevent unauthorized third-party access. Any form of reproduction, duplication, or distribution of the Software or its associated materials beyond the permissions expressly granted in this Agreement is strictly prohibited and may result in legal consequences.
5.6. The Customer acknowledges and agrees that it shall not, under any circumstances:
◦ Copy, translate, or modify the Software, except for making necessary copies of Documentation strictly for internal reference and training purposes.
◦ Engage in illegal activities using the Software, including but not limited to transmitting illegal, fraudulent, or prohibited data.
◦ Reverse-engineer, disassemble, decompile, or attempt to circumvent any technical restrictions, security mechanisms, or proprietary elements of the Software.
◦ Use the Software to develop a competing product or service, or for any activities that may directly or indirectly undermine the Contractor’s business interests.
◦ Assess whether the Software is subject to any patent or attempt to claim ownership of any aspect of the Software’s design, functionality, or underlying code.
◦ Any breach of these restrictions constitutes a material violation of this Agreement and may result in immediate termination of the Subscription, legal action, or both.
5.7. The Customer assumes full liability for any damages, losses, or legal claims arising from unauthorized use of the Software, its source code, or any accompanying materials. This includes, but is not limited to:
◦ Continuing to use the Software beyond the Subscription Term without renewal or authorization.
◦ Distributing, transferring, sublicensing, or making the Software available to unauthorized third parties without the explicit written consent of the Contractor.
◦ In the event of any unauthorized use, the Customer shall indemnify and hold harmless the Contractor against any legal claims, liabilities, damages, and expenses (including reasonable attorney fees) that arise due to such violations.
6.1. The Contractor reserves the right to modify the Subscription Fee at the beginning of the Customer's next renewal term. Any adjustments to pricing will be communicated through the Contractor’s website, ensuring that the Customer can make an informed decision regarding their continued subscription.
6.2. The Customer initiates the order for the service through the Contractor’s website at https://mwelt.media/, selecting the appropriate plan and service. Upon submitting the order, the Customer's payment details are securely processed through the Contractor’s system.
6.3. After placing an order, the Customer completes a form and selects a preferred payment method. The Contractor’s representatives will then send an invoice to the Customer’s registered email. This invoice will include detailed payment instructions, including the designated cryptocurrency wallet address for payment.
6.4. Once the payment is successfully completed, the Contractor will notify the Customer via email. The Contractor’s support team will then assist the Customer with the CRM installation and setup, ensuring a smooth and efficient onboarding experience.
6.5. The date of payment is considered the moment when the funds are successfully credited to the Contractor’s account. Once payment is confirmed, the Contractor will proceed with providing services as outlined in the Agreement.
6.6. The Customer is solely responsible for covering any third-party expenses required to access the Contractor’s services, such as internet service fees or other external costs. These additional expenses are not included in the subscription fee and must be handled independently by the Customer.
6.7. By subscribing to the Contractor’s services, the Customer acknowledges and accepts the terms and conditions set forth in this Agreement. Use of the subscription constitutes formal acceptance of the Agreement and all related terms.
6.8. The Contractor issues an annual invoice in advance for the subscription fee. Customers will receive reminder notifications to facilitate timely payment. The invoice can be settled using the Customer’s selected payment method.
6.9. All applicable taxes are included in the subscription fee, and the Customer is not responsible for any additional tax payments. The Contractor is solely responsible for fulfilling tax obligations in accordance with Swiss legislation.
7.1. Rights and Obligations of the Contractor
◦ The Contractor shall provide the Customer with access to the services in accordance with the terms specified in this Agreement and the selected subscription plan.
◦ The Contractor has the right to modify, update, or improve the services at its sole discretion, provided that such modifications do not materially degrade the functionality of the services.
◦ The Contractor is responsible for ensuring the security and confidentiality of Customer data stored or processed within the service, in accordance with applicable laws and the Contractor’s privacy policy.
◦ The Contractor has the right to suspend or terminate the Customer’s access to the services in cases of violation of this Agreement, unauthorized use, or failure to make timely payments.
◦ The Contractor shall provide technical support to the Customer within the scope and response times specified in the subscription plan.
◦ The Contractor may conduct audits or monitoring of the Customer’s use of the services to ensure compliance with the Agreement and applicable laws.
7.2. Rights and Obligations of the Customer
◦ The Customer has the right to access and use the services in accordance with the terms of this Agreement and the limitations of their subscription plan.
◦ The Customer shall provide accurate and up-to-date information when registering and using the services. Any changes to this information must be communicated to the Contractor promptly.
◦ The Customer is responsible for maintaining the confidentiality of their account credentials and ensuring that unauthorized persons do not gain access to the services.
◦ The Customer shall use the services solely for lawful purposes and shall not engage in any activities that violate applicable laws, regulations, or the terms of this Agreement.
◦ The Customer shall not sublicense, resell, distribute, or otherwise make the services available to third parties without the prior written consent of the Contractor.
◦ The Customer agrees to promptly notify the Contractor of any security breaches, unauthorized access, or other incidents affecting the use of the services.
◦ The Customer is responsible for ensuring that all payments for the services are made in a timely manner and in accordance with the agreed-upon terms.
◦ The Customer shall cooperate with the Contractor in case of an audit or investigation related to the use of the services.
8.1. The Parties shall make every effort to resolve any disputes, controversies, or claims arising from or in connection with this Agreement through good-faith negotiations.If a dispute arises, the aggrieved Party must provide a written notice to the other Party, outlining the nature of the dispute and any proposed resolution.The Parties shall attempt to resolve the dispute within 30 (thirty) calendar days from the date of the written notice.
8.2. If the dispute is not resolved through direct negotiations within the specified period, the Parties may agree to submit the matter to mediation before resorting to arbitration or litigation.
8.3. Mediation shall be conducted in accordance with the rules of a mutually agreed-upon mediation institution, with the costs shared equally by the Parties.If mediation is unsuccessful, either Party may proceed with arbitration as outlined in this Agreement.If the dispute cannot be resolved through negotiations or mediation, it shall be finally settled by arbitration in accordance with the Swiss Rules of International Arbitration administered by the Swiss Arbitration Centre. Each Party shall bear its own legal fees and costs related to the dispute resolution process, including arbitration, unless otherwise determined by the arbitral tribunal.
8.4. The seat of arbitration shall be Switzerland, and the proceedings shall take place Zurich unless otherwise agreed by the Parties.The arbitration shall be conducted in English unless the Parties agree otherwise in writing.The decision of the arbitral tribunal shall be final and binding upon the Parties, and the Parties waive any right to appeal except as permitted under Swiss law.
8.5. This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of Switzerland, without regard to conflict of law principles
9.1. During the term of this Agreement, either Party («Disclosing Party») may disclose to the other Party («Receiving Party») certain confidential, proprietary, or non-public information, including but not limited to business strategies, financial information, trade secrets, technical data, software, customer lists, and any other information marked as or reasonably deemed confidential «Confidential Information».
9.2. The Receiving Party agrees to:
◦ Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party;
◦ Use the Confidential Information solely for the purpose of performing its obligations under this Agreement;
◦ Take reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, which shall not be less than the measures it uses to protect its own confidential information.
9.3. The obligations of confidentiality shall not apply to information that:
◦ Was lawfully in the Receiving Party’s possession prior to disclosure and was not subject to confidentiality obligations;
◦ Becomes publicly available without breach of this Agreemen
◦ Is lawfully obtained from a third party without restriction on disclosure
◦ Is independently developed by the Receiving Party without reference to or reliance on the Disclosing Party’s Confidential Information.
9.4. If the Receiving Party is required by law, regulation, court order, or governmental authority to disclose Confidential Information, it shall:
◦ Provide the Disclosing Party with prompt written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy
◦ Disclose only the portion of the Confidential Information that is legally required; and
◦ Use reasonable efforts to ensure that the disclosed information remains confidential to the extent possible.
9.5. The obligations of confidentiality shall survive the termination of this Agreement for a period of five (5) years from the date of termination.
10.1. The Contractor warrants that the Software and Services provided under this Agreement shall conform in all material respects to the specifications set forth in the applicable documentation and that they will perform substantially as described when used in accordance with the provided instructions.
10.2. Except as expressly provided in this Agreement, the Contractor provides the Software and Services on an «as-is» and «as-available» basis, without any express or implied warranties, including but not limited to:
◦ Merchantability, fitness for a particular purpose, or non-infringement of third-party rights
◦ Continuous, uninterrupted, or error-free operation of the Software or Services;
◦ Compatibility with all hardware, software, or systems not expressly specified in the documentation;
◦ The correction of all defects, errors, or vulnerabilities within the Software.
10.3. If the Software fails to comply with the limited warranty in Section 9.1, the Contractor’s sole obligation shall be, at its discretion, to:
◦ Provide a fix, patch, or workaround to correct the non-conformity;
◦ Replace the defective Software or Service with a functionally equivalent version; or
◦ Terminate the Agreement and refund a pro-rata portion of any prepaid fees for the affected Service.
10.4. The Customer acknowledges that: Software may have inherent limitations, bugs, or vulnerabilities that may not be entirely preventable;The Contractor is not liable for any performance issues resulting from external factors, including internet failures, third-party software conflicts, or unauthorized modifications.
10.5. The limitations and disclaimers set forth in this Section shall survive the expiration or termination of this Agreement.
11.1. The Customer acknowledges that the Contractor holds all intellectual property rights to the Services and Documentation. The Agreement does not grant the Customer any rights to patents, copyrights, trademarks, or other intellectual property related to the Services or Documentation, except as expressly stated.
11.2. The Contractor owns all trademarks, logos, and service marks on the Website and related materials. The Customer may not use these trademarks without the Contractor’s written permission.
11.3. The Contractor holds exclusive copyrights for all IP objects, including but not limited to:
◦ Reproducing, adapting, translating, or making changes to IP objects;
◦ Publicly displaying or demonstrating IP objects;
◦ Selling, leasing, and exporting IP objects;
◦ Using IP objects for advertising;
◦ Granting or denying usage rights of IP objects.
11.4. The Software provided by the Contractor contains protected intellectual property and is subject to legal protection.
11.5. The Customer may not:
◦ Copy or reproduce the Software;
◦ Interfere with software codes, credentials, or passwords;
◦ Decompile, decrypt, or create derivative works based on the Software without permission.
11.6. The Customer must report any errors in the Software to the Contractor.
11.7. All Contractor's intellectual property is protected under Estonian Copyright Law, international treaties, and other applicable laws.
11.8. All rights to the intellectual property related to the Services, Software, and Documentation belong solely to the Contractor.
11.9. Content accessed through the Services is owned by the respective parties and may be protected by intellectual property laws. The Agreement does not grant the Customer any rights to such content.
12.1. This Agreement, including all attachments and documents referred to herein, constitutes the entire understanding between the parties and supersedes all prior discussions, negotiations, and agreements (whether written or oral) relating to the subject matter of this Agreement.
12.2. Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both parties. No oral statements or prior written material not specifically incorporated herein shall be of any force and effect.
12.3. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.
12.4. Failure by either party to exercise any of its rights or remedies under this Agreement shall not be deemed a waiver of such rights or remedies, nor shall it prevent the exercise of such rights or remedies at any time thereafter.
12.5. Neither party shall be liable for any delay or failure in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, or government actions.
12.6. The Customer may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Contractor. The Contractor may assign or transfer its rights and obligations under this Agreement at its discretion.
12.7. All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by email or registered mail to the respective parties' addresses as specified in this Agreement or as updated by notice