Public Agreement

PUBLIC AGREEMENT

Public Agreement published and entered into force: 29th of July, 2021.

This Public Agreement is a public agreement between you (hereinafter the”you”, “Client”) and Point2web LLC, the company is registered under the laws of the state of Wyoming, USA  with the address 109 E 17th st, ste 450, Cheyenne, WY, 82001, represented by director Oleksandr Bilyi (hereinafter the “Contractor”, “we”), hereinafter referred to jointly as the “Parties” and each as a “Party”.

PLEASE READ THIS PUBLIC AGREEMENT CAREFULLY AS IT GOVERNS THE RIGHT ACCESS TO ADVERTISING SITE ACCOUNTS: SNAPCHAT, FACEBOOK, TWITTER, TIKTOK. YOU ASSUME ALL RISKS BY AGREEING TO THIS PUBLIC AGREEMENT AND RELEASE US FROM LIABILITY FROM B FOR ANY FINANCIAL DAMAGES RELATED TO THE PROVISION OF OUR SERVICES.


HOW DO YOU ACCEPT THIS PUBLIC AGREEMENT?

This Public Agreement is deemed to be accepted by you subject to the following conditions:

  • You have read the terms of the Public Agreement and all its essential parts (with any changes and/or amendments to them);
  • You have concluded in the Annex with the Contractor, in which you have indicated the data that are necessary to accept the terms of this Public Agreement.

Attention: if you do not agree with the terms of the Public Agreement, please do not enter the Annex with the Contractor and do not provide your data.


1. Definitions

  1. Annex – is a document in writing, which is a confirmation of the terms of the Public Agreement by the Client and the provision of this data to them.
  1. Advertising campaign – means an organized course of action to promote the Client’s product or service, which will be defined and mutually agreed by the Parties in the Invoice.
  1. Advertising materials – means materials that are using by the Parties to promote the goods and/or services of the Client, including but not limited to: content, text, landing page, Creative.
  1. Advertising Platform Authorized Sales Partner – means any corporation or other legal entity which Advertising Platform Authorized Sales Partner directly or indirectly controls through one or more intermediaries controls, any such entity which controls Advertising Platform Authorized Sales Partner, or any entity with which Advertising Platform Authorized Sales Partner is under common control. For this definition, “control” means: (a) the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an individual, corporation, or other legal entity, whether through the ownership of voting securities, by contract, or otherwise; and/or (b) an entity with fifty percent (50%) or more of the outstanding voting securities of any other entity. 
  1. Budget – is an expression of funds that the Client will determine to cover the costs of the Services provided by the Contractor.
  1. Creative – means a creative (creative) banner (graphic image) included in an Advertising campaign.
  1. Confidential information – means any information provided by a Party that discloses information to the receiving Party in written, oral, electronic or any other form regarding the Parties’ economic, commercial or technical capabilities, as well as products, services, account access passwords, factual and analytical. data, opinions and materials, elements of the latest technical solutions (know-how), including but not limited to: Invoices, notes, documentation, and correspondence.
  1. Data Protection Law – means the legislation in the field of personal data protection corresponding to the jurisdiction of the resident and General Data Protection Regulation.
  1. Invoice – a document drawn up in writing, is an integral part of this Public Agreement and confirms the provision of the Services by the Contractor and the Client’s payment.
  1. NPMG OÜ – is a company registered under the laws of the Republic of Estonia and which is a partner of the Contractor in the provision of advertising services.
  1. Personal Data – means any information related to the Client that is processed, stored, protected, and transmitted under the Data Protection Law. 
  1. Services – is the actions of the Contractor aimed at transferring the right to use the accounts to the Client, the implementation of the Advertising campaign, and Targeting.
  1. Invoice – is a document in writing, is an integral part of the Annex, in which the Parties indicate the amount and procedure for payment, advertising Budget, types of Services.


2. The subject of the Public Agreement

  1. The Contractor provides the Services to the Client on its behalf, and the Client is obliged to accept and pay for such Services on the terms specified in this Invoice.
  1. The Contractor provides the Client the right to access the accounts of the following advertising platforms: Snapchat, Facebook, Twitter, TikTok.
  1. NPMG OÜ has the right to transfer access to accounts on advertising platforms to a third party, under the terms of the ADVERTISING AGREEMENT No. AA-C 12 / 2020-08.
  1. The Contractor is a partner of the NPMG OÜ in the field of advertising services, based on the signed MARKETING SERVICES AGREEMENT, and has the right to transfer access to accounts on the advertising platforms of NPMG OÜ to any third party.
  1. The Contractor grants the Client the right to access accounts on advertising platforms based on the rights specified in the MARKETING SERVICES AGREEMENT  with NPMG OÜ, and NPMG OÜ grants the Contractor the right to access accounts on advertising platforms based on the signed ADVERTISING AGREEMENT No. AA-C 12 / 2020-08 between NPMG OÜ and the Advertising Platform Authorized Sales Partner.
  1. The Advertising Platform Authorized Sales Partner is the owner of the accounts on the advertising platforms, the access rights of which are transferred by the Contractor to the Client.
  1. The Client undertakes to complete and provide the Annex to the Contractor within 3 (three) business days from the date of its submission by the Contractor.
  1. Nothing in this Public Agreement can be construed as requiring the Contractor to take any action or provide any Services that:
    1. may mislead the end consumer and / or;
    2. contain disclaimers, shadow advertising and / or;
    3. violate applicable US/EU marketing laws and / or;
    4. violate the Agreement or otherwise prejudice the interests of the Client or the end consumer.
  1. The Contractor may provide the following Advertising Company and / or Targeting Services under the terms of the Invoice.
  1. The Budget for 2 (two) calendar months for the Services provided by the Contractor is specified by the Parties in the Invoice.


3. Order for the purchase of Services

  1. For each Advertising campaign and/or Targeting, the Parties draw up an Invoice, in which they indicate the type, cost, and Budget of the Services provided.
  1. The Client sends the Contractor a notice in free written form describing the Service and a description of the Advertising materials. 
  1. All Advertising materials provided by the Client are moderated by the Contractor within 7 (seven) business days.
  1. The Contractor provides claims about the conditions for the provision of the Services and/or Advertising materials in a written arbitrary form to notify the Client within 7 (seven) business days. If the Contractor does not provide claims about the Services and/or Advertising materials provided to notify the Client within 7 (seven) business days, then the Parties undertake to conclude an Invoice.
  1. If changes in the accepted order for the provision of Services are requested by the Client after their acceptance, then these changes are subject to the approval of the Parties and the conclusion of a new Invoice.


4. Cost of Services and payment procedure

  1. The cost of the Public Agreement consists of the cost of the Services, which will be provided by the Contractor during the term of the Public Agreement.
  1. The Contractor must provide the Client with an Invoice containing information about the Services provided, their volume, cost, methods, and actions to promote the Client’s products and / or services.
  1. In the absence of comments and / or complaints about the Services provided (quality, volume, etc.), the Parties approve this Invoice.
  1. The Client undertakes to pay for the Services rendered within 5 (five) business days and from the receipt of the Invoice issued by the Contractor, by transferring funds to the Contractor’s Bank account, which indicates in the details of this Public Agreement.
  1. The Сlient pays the bank commission associated with the transfer of funds to the bank account of the Contractor.
  1. An Invoice paid in full by the Client on the terms stipulated by the Public Agreement is a confirmation of the proper provision of the Services by the Contractor and the acceptance of the Services by the Client.
  1. Unless otherwise specified in the Invoice, payments under the Public Agreement are made in US dollars.


5. Rights and obligations of the Parties

  1. The Client has the right to:
    1. control the results of the provision of the Services provided by the Contractor, including the right to check the provision of the Services, make proposals or recommendations for the provision of the Services;
    2. contact the Contractor with a request to provide information on the procedure / results of the provision of the Services;
    3. remain the exclusive owner of the Confidential Information and demand the immediate return or destruction of the Confidential Information and its copies from the Contractor;
    4. refuse the Contractor’s Services and terminate this Public Agreement.
  1. The Client is obliged to:
    1. provide the Contractor with all the information and data necessary for the proper provision of the Services, which are provided for by the terms of this Public Agreement;
    2. pay for the Services provided by the Contractor in the amount, terms, and procedure stipulated by the Public Agreement and Invoice;
    3. pay the Contractor’s expenses specified in the Invoice;
    4. notify the Contractor of all circumstances that may adversely affect the Contractor’s ability to comply with the provisions of this Public Agreement.
  1. The Contractor has the right to:
    1. receive information and data necessary for the proper provision of the Services;
    2. receive payment for the Services provided by him in the amount, terms, and procedure specified in the Invoice, receive compensation for expenses previously agreed by the Parties;
    3. terminate the provision of the Services under this Public Agreement if its further implementation may harm third parties, the Contractor’s reputation, if its provision does not comply with the terms of this Public Agreement, violates the US legislation on the provision of marketing services;
    4. entrust the performance of the Services specified in this Public Agreement to the subcontractor;
    5. suspend the provision of the Services if the Client fails to fulfill the obligation to pay for the Services provided for more than 10 (ten) business days;
    6. terminate this Public Agreement.
  1. The Contractor is obliged to:
    1. provide the Client with the Services provided for by this Public Agreement and Invoice;
    2. notify the Client, upon his request, about the procedure and results of the provision of the Services in the form and procedure determined in the Invoice;
    3. not to use the results of the Services for illegal purposes, including, but not limited to, intellectual property rights obtained (created) during the implementation of the Public Agreement, and not to transfer the results of the Services provided under the Public Agreement to third parties.


6. Confidentiality

  1. The Parties acknowledge that during the execution of the Public Agreement they receive Confidential Information and are obliged to maintain confidentiality concerning everything during the provision of the Services by the Contractor.
  1. Each of the Parties undertakes:
    1. not copy or allow anyone to make copies from any document, computer disk, tape or other material objects, cloud storage, the database that contains any Confidential Information;
    2. concerning any part of the Confidential Information, from the moment of signing the Public Agreement and within 5 (five) years from the date of termination of this Public Agreement, keep it secret and not disclose or inform anyone, and also not use it in your interests;
    3. comply with US laws on the protection, disclosure, and processing of personal data.
  1. This section does not apply to the disclosure of Confidential Information:
    1. which disclose with the written consent of other Parties;
    2. which must be disclosed under the law and / and by a court decision;
    3. which is publicly available or becomes public knowledge.
  1. Violation of the prohibition of the section “Confidentiality”, entails the imposition of a fine in the amount of 30000.00 US dollars. The payment of the fine does not make the violation legal. A violation can be prevented by imposing an injunction, but does not exclude compensation for damage in connection with such a violation, which may demand by Party from the other Party.
  1. A violation of the “Confidentiality” section means any unauthorized disclosure of confidential information, including but not limited to: transmission, copying, disclosure, posting in open sources.


7. Non-compete

  1. The Client, during the term of the Public Agreement within 1 (one) year after the termination of the Public Agreement, undertakes not to interact with the Advertising Platform Authorized Sales Partner, including but not limited to: commercial relations, running a common business, purchasing advertising services, obtaining accounts from Advertising Platform Authorized Sales Partner for use, which were previously transferred by the Contractor to the Client.
  1. During the term of the Public Agreement and within 1 (one) year after the termination of the Public Agreement, each of the Parties undertakes not to enter into labor relations with employees of the other Party.
  1. During the term of the Public Agreement and within 1 (one) year after the termination of the Public Agreement, each of the Parties undertakes not to transfer confidential information to competitors of the other Party.
  1. Violation of the prohibition of the section “Non-compete” entails the imposition of a fine in the amount of 100 000.00 US dollars. The payment of the fine does not make the violation legal. A violation can be prevented by imposing an injunction, but does not exclude compensation for damage in connection with such a violation, which may demand by Party from the other Party.
  1. A violation of the “Non-compete” section means a violation of one of the points provided for in this section, including, but not limited to: interaction with an Advertising Platform Authorized Sales Partner, entering into labor relations with employees of the other party,  transferring confidential information to the competitor of the other party.


8. Responsibility

  1. If the Client violates his obligations to pay for the Services provided, the Client is obliged to pay the Contractor a fine of 1% of the cost of the provided, but unpaid Services.
  1. In case of poor quality provision of the Services by the Contractor, as provided for by this Public Agreement, the Contractor shall pay the Client a penalty in the amount of 1% of the cost of the Services specified in the relevant Invoice.
  1. In case of non-fulfillment or improper fulfillment by one of the Parties of its obligations under the Public Agreement, the guilty Party shall reimburse the other Party for losses confirmed by the relevant documents (decisions of the court and arbitration, acts of authorized bodies and organizations, audit reports, accounting documents, contracts, etc.).


9. Intellectual property

  1. The Parties agreed that the Contractor transfers to the Client all exclusive property rights to intellectual property objects created during the Contractor’s execution of the Public Agreement.
  1. The exclusive property rights of the Contractor to intellectual property created during the execution of the terms of the Public Agreement apply to objects of intellectual property rights, as well as to the content, Creative, algorithms, and settings of advertising campaigns, using display advertising and methodology of targeted advertising.
  1. The Contractor guarantees that the Services (the results of the provision of Services) provided to the Client do not violate copyrights, trade secrets, or other rights of third parties, and in the event of their violation, the Contractor undertakes to settle all claims of third parties at his own expense.


10. Settlement of disputes

  1. Any disputes that may arise, under the terms of this Public Agreement, the Parties shall resolve through negotiations. To resolve disputes, the Parties hold meetings, negotiations, or settle disputes in writing.
  1. The parties agreed that if it is impossible to resolve the dispute, it will be considered by the International Center for Dispute Resolution under US law.
  1. All documents relating to the submission of a dispute to arbitration and the decisions made must be in English, and proceedings must be conducted in English and by one arbitrator.


11. Term of the Public Agreement

  1. The Public Agreement comes into force from the moment of signing by the Parties and is valid for 1 (one) year, but in any case, until the Parties fulfill their obligations under this Public Agreement in full.
  1. The expiration of the Public Agreement does not release the Parties from liability for their violation of the terms of this Public Agreement.
  1. The Public Agreement considers extended for 1 (one) year, if 60 (sixty) calendar days prior to the expiration of the Public Agreement, none of the Parties notifies the other Party of its termination.


12. Termination of the Agreement

  1. The Public Agreement is no longer valid:
    1. upon expiration of the validity period specified in clause 11.1. actual Public Agreement;
    2. on the initiative of one of the Parties, provided that a written notice is sent to the other Party at least 60 (sixty) calendar days before the date of termination of the Public Agreement, regardless of the reason for termination.
  1. In case of termination of the Public Agreement, the Client pays the Contractor for the actually provided part of the Services.


13. Form of the Agreement

  1. The Public Agreement and all annexes to it are concluded in written electronic form, using a digital signature or exchange of signed scanned copies or by using special services for the documents exchange.


14. Taxation

  1. The Parties agreed that the Contractor receives payment for his services minus any taxes and payments.
  1. Each of the Parties undertakes to pay taxes under the legislation of the country of its residence.


15. Data protection and Data processing

  1. All Personal Data that the Parties may use in connection with this Public Agreement must be collected, processed, and stored under the provisions of the Data Protection Law. Nothing in this Public Agreement relieves any of the Parties from any obligations outlined in the Data Protection Law or replaces any obligations set forth in the Data Protection Law.
  1. Full information on the collection, processing, storage, and storage of Personal Data by the Contractor, including, but not limited to, the purposes for which the Personal Data are used, the legal basis of the Contractor for the use of such Personal Data, details of the rights of data subjects and the exchange of Personal Data (if applicable), carried out in connection with this Public Agreement, is retained by the Contractor during the entire term of this Public Agreement and for the period established by the Data Protection Law.
  1. Both Parties will comply with all applicable requirements of Data Protection Laws. This section supplements does not exonerate, does not cancel, or replace the obligations of a Party under the Data Protection Law.
  2. The Parties acknowledge that for the Data Protection Law, the Client is the data controller and the Contractor is the data processor (where the data controller and data processor have the meanings defined in the Data Protection Law).
  1. The Client guarantees that he has all the necessary appropriate consents and notifications to allow the lawful transfer of personal data to the Contractor during the term and purposes of this Public Agreement.
  1. The Contractor has the right to appoint a subprocessor to process Personal Data. Any subprocessor of Personal Data under this Public Agreement must enter into a data processing and / or nondisclosure agreement with the Contractor.
  1. The Client can familiarize himself with the rules for processing Personal Data on the Contractor’s website by reading the Privacy Policy.
  1. The Client can familiarize himself with the Contractor’s working rules and the rules for working with Personal data on the Contractor’s website, having read the Terms of Service.


16. Force Majeure

  1. The Parties are exempt from liability for non-fulfillment or improper fulfillment of obligations under the Public Agreement if this was caused by circumstances that do not depend on the Parties and are beyond their control, including hostilities, natural disasters, man-made and other accidents, strikes, lockouts, acts of state bodies or governing bodies, epidemics, pandemic emergencies that are unable to comply with the provisions of the Public Agreement (hereinafter – “Force Majeure”).
  1. The Party to which Force Majeure is applied is released from liability for violation of the provisions of the Public Agreement if there is an official document confirming the existence of such circumstances and issued by an authorized body or organization of the state where the Force Majeure took place.
  1. The Party, in the event of the occurrence of Force Majeure, is obliged to immediately notify the other Party about this and provide the other Party with the necessary documents confirming the force majeure circumstances.


17. Amendments to the Public Agreement

  1. We have the right to periodically make changes to the Public Agreement to ensure the safety of Personal Data and compliance with legal requirements.
  1. We notify the Client of such changes by posting news on the website, sending an e-mail newsletter, or using other means.
  1. If the Client has unsubscribed from emails in which we inform the Client about all changes in the legal documentation, the Client is still responsible for familiarizing with them.
  1. After making changes to the Public Agreement, the Contractor has the right to request the Client’s repeated consent with the Public Agreement if the Client has refused the information e-mail newsletter.


18. General

  1. The Contractor provides the right to access accounts under the terms of the advertising platform for transferring access rights to the account.
  1. All relations arising from or related to the Public Agreement, including those related to the action, conclusion, execution, modification, and termination of the Public Agreement, interpretation of its provisions, determination of the consequences, invalidity, or violation of the terms of the Public Agreement, are governed by the rules of the current US law.
  1. The parties agreed that if it is impossible to resolve the dispute, it will be considered by the International Centre for Dispute Resolution under the laws of the USA.
  1. All documents relating to the submission of a dispute to arbitration and the decisions made must be in English, and the proceedings must be conducted in English by one arbitrator.


19. Details

Point2web LLCLegal address:109 E 17th st, ste 450, Cheyenne, WY,82001E-mail: contact@point2web.comThe Client’s details are provided in the Annex concluded between the Contractor and the Client