ONE. GENERAL
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1.1 This agreement is made between _____________________ LLC (hereinafter referred to as the "Client") on one side, and "TUSS Solution" LLC (hereinafter referred to as the "Service Provider") on the other side.
1.2. This agreement governs the relationship associated with the Client’s use of the "TUSS.io" digital platform (hereinafter referred to as the "Program") through www.tussolution.mn (hereinafter referred to as the "Product Website").
1.3. Official information of the parties:
1.3.1 Client Party:
- Organization/Individual’s Name:
- Organization/Individual’s Registration Number:
- Organization/Individual’s Address:
- Organization/Individual’s Phone Number:
- Organization/Individual’s Email:
If an organization:
- Organization’s Business Activity:
- Number of Employees:
- Number of Program User Accounts:
- CEO’s Name:
- CEO’s Phone Number:
- CEO’s Email Address:
1.3.2 Service Provider Party:
- Organization Name: TUSS Solution LLC
- Organization Registration Number: 6035434
- Organization Address: 1 North Bridge Rd, #08-08, Singapore 179094
- Organization Phone Number: +65 6898 1800
- Organization Email: info@tussolution.mn

1.4. This agreement becomes effective upon the Client’s review and confirmation of all terms of the agreement.
1.5. The implementation of this agreement will be jointly monitored by the Service Provider and the Client.
1.6. The following terms used in the agreement are understood as defined below:
       1.6.1. Client: Refers to an individual or legal entity ready to exchange or exchanging products/services with their available resources to meet their needs.
       1.6.2. TUSS.io: Refers to the online platform created by digitizing strategic foundational system solutions.
       1.6.3. Work: Refers to tasks that must be performed in an organized manner at specific job positions to achieve the company’s goals.
       1.6.4. Goal: Refers to the summarized definition of the desired outcomes to be achieved.
       1.6.5. Stakeholders: Refers to the users, employees, and shareholders involved.
       1.6.6. Intellectual Digital Solution: Refers to the organized and classified concepts, actions, and sequences required to implement an organization’s goals, presented as qualitative digital data.
       1.6.7. Suggestion: Refers to a notification aimed at improving the Program.
       1.6.8. Request: Refers to a notification expressing an intention to enhance the Program.
       1.6.9. Complaint: Refers to a notification indicating a discrepancy between the promised model and the actual model provided to the Client.
       1.6.10. Derivative Work: Refers to a new creation produced through creative activities such as adaptation, translation, transformation, summarization, compilation, or other modifications of a previously created work.
       1.6.11. Virusing: Refers to the act of distributing a file containing a virus within the Program to compromise the information security of other participants.
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TWO. MAIN TERMS OF SERVICE
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2.1. User registration
2.1.1. Upon the Client’s confirmation of the agreement and payment of the service fee, the Service Provider will register the Client's information in the Program and create user accounts based on the number of accounts specified in Clause 1.3 of the agreement.
2.1.2. The Client is fully responsible for the completeness and accuracy of their information.
2.1.3. The Service Provider will fully protect the confidentiality of the Client's information.
2.1.4. The Client is entitled to create one account per email address and cannot use the same email address to create or use additional accounts.
2.2. Agreement Term
2.2.1. General term of the agreement: From __th day of ____, 20__ to __th day of ____, 20__.
2.2.2. Client’s usage period for the Program: __ months/years from the date the Client’s information is registered in the Program.
‍2.3. Service Fee
‍2.3.1. Monthly fee: _______ (______) MNT per user account (excluding VAT).‍
2.3.2. If the Client pays the fee annually, the monthly fee per user account is _______ (______) MNT (excluding VAT).
2.3.3. The Client shall transfer the agreement fee to the Service Provider’s account as specified below:
- Beneficiary: TUSS Solution LLC
Bank: Trade and Development Bank
Account Number: 460018478
2.3.4. The Service Provider will issue an invoice upon the parties signing and confirming the agreement.
2.3.5. Failure by the Client to use the TUSS.io Program due to their own circumstances does not constitute grounds for a refund.
2.3.6. If the Client pays for a year of service as specified in Clause 2.3.2 but does not use the user accounts specified in Clause 1.3 (e.g., due to a reduction in employees during the agreement term) or unilaterally terminates the agreement before the end of the term, no refund will be issued.
2.3.7. A reduction in the number of user accounts specified in Clause 1.3 during the agreement term does not constitute grounds for a fee reduction, and the Client must pay the full fee for the entire term.
2.3.8. If the Client’s number of employees increases during the implementation of the agreement, the Client shall pay the additional fees for each user account in accordance with Clauses 2.3.1 and 2.3.2. The parties will agree on a revised payment schedule upon notification to the Service Provider and confirm the update.‍

2.4. Contracted Work
2.4.1. The plan for the work to be performed under this agreement is specified in Appendix No. 2 of the agreement.
2.4.2. Within five (5) business days after the completion of the work specified in Appendix No. 2, the parties will evaluate the performance of the work and certify it through authorized representatives.
‍2.5. Confidentiality
2.5.1. Confidential information related to the parties is governed by the “Confidentiality Policy” specified in Appendix No. 1 of the agreement.
2.5.2. If either party fails to fulfill the obligations specified in Appendix No. 1, discloses confidential information intentionally or negligently to third parties, or uses it for their own or a third party's interests, it is considered a breach of confidentiality. The breaching party will be held responsible for fully compensating the other party for any damages incurred.
2.5.3. In the event of a breach of confidentiality, a commission composed of equal representatives from both parties will be established to assess the extent of damages and determine measures for compensation.
‍2.6. Intellectual Property
2.6.1. The parties shall take all measures to protect intellectual property in the agreed manner and form and ensure it is not disclosed.
2.6.2. The Program and the intellectual digital solutions contained therein (rules, regulations, methods, techniques, algorithms, diagrams, forms) are the intellectual property of the Service Provider, certified by the Intellectual Property Office. They are protected under the Copyright and Related Rights Law of Mongolia, other relevant laws, and international treaties and conventions. The Client may use the Program and its information and electronic documents solely for internal operations.
2.6.3. If a third party attempts to access or disclose the intellectual digital solutions due to the Client’s fault, the Client must immediately notify the Service Provider and take preventive measures.
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THREE. RESPONSIBILITIES OF THE SERVICE PROVIDER
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3.1. The Service Provider shall assume the following responsibilities:
‍3.1.1. Create the Client's registration within one business day, as specified in Clause 2.1.1 of this agreement;
3.1.2. Provide guidance and training for the Client to use the Program;
3.1.3. Supply the Client with training materials, manuals, and instructional videos for using the Program;
3.1.4. Address the Client’s feedback, requests, and complaints related to the Program's usage, as specified in Clause 8.1, and promptly resolve any errors or malfunctions that can be fixed, notifying the Client accordingly;
3.1.5. Respond to the Client’s feedback, requests, and complaints by determining a resolution timeline and providing a reply within three business days;
3.1.6. Protect the confidentiality of the Client's information within the scope of the service;
3.1.7. Ensure the Program's proper functioning 24/7, except in cases specified in Clauses 3.1.8 and 7.1 of this agreement;
3.1.8. Notify the Client at least one day in advance via email or other electronic means if temporary service suspension is necessary due to technical upgrades, changes, or updates to the Program;
3.1.9. Inform the Client and confirm any amendments to this agreement if changes are necessary;
3.1.10. Delete the Client’s information upon their request if they decide to discontinue using the Program;
3.1.11. Archive the Client's information in the Program's database after deletion per Clause 3.1.10;
3.1.12. Take measures to prevent unauthorized access or deletion of the Client's registered information;
3.1.13. Provide a copy of the Client's information stored in the system if the agreement is terminated;
3.1.14. Ensure the security of the Client’s information;
3.1.15. Provide the Client's information in CSV format upon request;
3.1.16. Complete the tasks specified in Appendix No. 2 within the planned timeframe;
3.1.17. Fulfill the responsibilities outlined in the Confidentiality Policy specified in Appendix No. 1;
3.1.18. Evaluate the contracted work per Clause 2.4.2 of this agreement.

3.2. The Service Provider is prohibited from the following actions:
‍3.2.1. Disclosing or using the Client's confidential information specified in Appendix No. 1 for personal purposes;
3.2.2. Shutting down the server without prior notice to the Client in cases of temporary service suspension;
3.2.3. Impersonating the Client, misrepresenting relationships, accessing the Client’s account without authorization, or forging electronic signatures;
3.2.4. Deleting information without the Client's consent.
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FOUR. RESPONSIBILITIES OF THE CLIENT
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4.1. The client agrees to the following responsibilities upon reviewing and consenting to this agreement and the attached Confidentiality Policy:
‍4.1.1. Fill in personal information as stated in clause 1.3 of this agreement accurately;
4.1.2. Familiarize themselves fully with the terms of this agreement;
4.1.3. Be responsible for the security of their password;
4.1.4. Make payments as stated in clauses 2.3.1 and 2.3.2 of this agreement on time;
4.1.5. Use the program for its intended purpose and according to the provided instructions;
4.1.6. Request instructions or advice from the service provider regarding the use of the program;
4.1.7. Submit any comments, requests, or complaints about the service to the service provider as specified in the program’s "bug report" section;
4.1.8. If the client wishes to cancel their registration, send a cancellation request via email to sales@tussolution.mn;
4.1.9. If the client decides not to use the program further, submit a request to the service provider to delete their information;
4.1.10. Provide the necessary information for completing tasks outlined in Attachment 2 in the form agreed upon and within the specified time frame;
4.1.11. If required to engage in discussions with relevant employees of the service provider (other than those pre-designated for direct contact), notify and agree on the time resources needed at least one week in advance.
‍4.2. The client is prohibited from performing the following actions:
‍4.2.1. Disclose or misuse confidential information as specified in the attachments for personal purposes;
4.2.2. Allow third parties to use the program intentionally or unintentionally, or use the program for unintended purposes;
4.2.3. Access, disclose, delete, or damage other users' information unlawfully, either intentionally or carelessly;
4.2.4. Perform illegal activities while using the program (such as copying, damaging, distributing, infecting with viruses, copying solutions protected by intellectual property rights, using them for personal purposes, etc.);
4.2.5. Spread false or harmful information about the service provider or the services;
4.2.6. Input false personal information, impersonate any individual or legal entity without authorization, falsely report relationships, or forge electronic signatures;
4.2.7. Intentionally or unintentionally damage, alter, reverse-engineer, or reveal the source code structure of the program or any part of it;
4.2.8. Modify, simplify, translate, or create derivative works of the program and its components;
4.2.9. Use or allow third parties to use the digital intellectual property solutions outlined in clause 2.6.2 outside of the program’s intended activities.
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FIVE. AMENDMENTS TO THE TERMS OF THE AGREEMENT
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5.1. The parties may only make amendments or additions to this agreement in writing, based on mutual agreement. Such amendments or additions shall form an integral part of the agreement and shall have the same validity as the original agreement.
5.2. If the client wishes to continue using the Program, they must officially notify the Service Provider of their intention to extend the agreement at least one month before the expiration of the agreement term.
5.3. If the client wishes to update their registration and register the organization, they must notify the Service Provider, and the agreement will be updated accordingly.
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SIX. RESPONSIBILITIES AND TERMINATION OF THE AGREEMENT
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6.1. If the client fails to fulfill the obligations under the agreement, unlawfully uses the Service, or causes damage to the Service Provider’s operations or other clients, and it is confirmed, the client's access rights will be revoked.
6.2. If the client violates the prohibitive clauses set forth in section 4.2 of this agreement, the Service Provider may terminate the agreement with the client and block the client's right to use the Program.
6.3. If the Service Provider believes that the client has violated the prohibitive clauses set forth in section 4.2 of this agreement, the Service Provider will notify the relevant authorized bodies for investigation.
6.4. If the Service Provider is proven to have violated the prohibitive clauses set forth in section 3.2 of this agreement, the Service Provider will fully compensate the client for any damages caused.
6.5. The client compensation for damages as mentioned in section 6.4 will be determined according to the provisions of the Civil Code.
6.6. If the client submits a request to stop using the Program and asks for their information to be deleted (or archived upon request), the agreement will be terminated.
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SEVEN. FORCE MAJEURE
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7.1. The Service Provider shall notify the client in writing and via official email within 5 working days in the event of a temporary suspension or disruption of service due to unforeseen and force majeure circumstances (such as natural disasters, fires, the spread of infectious diseases, quarantine measures imposed by government authorities, armed conflicts, terrorist attacks, strikes, civil unrest, external attacks on the Program, viruses caused by the client or third parties, etc.).
7.2. In case of service disruption due to the reasons outlined in clause 7.1 of this agreement, the Service Provider shall not be held responsible, and no refund will be provided to the client.
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EIGHT. DISPUTE RESOLUTION
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8.1. The Service Provider will receive and resolve any suggestions, complaints, or requests related to the use of the Program through the "bug report" section of the Program, available 24/7, or via the phone number 7014-9761 during business hours from 09:00 to 18:00.
8.2. Any disputes arising in connection with this agreement will be resolved through mutual negotiation between the parties. If the dispute cannot be resolved amicably, it will be settled by the courts of Mongolia.
8.3. This agreement will be governed and interpreted according to the laws of Mongolia.
8.4. Any issues not addressed by this agreement will be resolved in accordance with the Civil Code and other relevant legislation of Mongolia.
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NINE. OTHER
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9.1. This agreement will be executed in two copies in Mongolian, both of which are legally valid, and each party will retain one copy.
9.2. The annexes to this agreement shall be an integral part of the agreement and will be equally effective as the main agreement.
9.3. Neither party may assign its obligations under this agreement to the other party without the written consent of the other party.
9.4. This agreement will come into effect from the date the parties sign it.
9.5. The Service Provider may use the name and logo of the Client for marketing purposes (e.g., posting information about the agreement on the website, in presentation materials, on social media, etc.).
9.6. The terms and conditions of this agreement shall be mandatory for both parties, and this provision shall apply to the parties' successors and representatives in the same manner.