Public Agreement

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

This Public Agreement is a public covenant between you (hereinafter”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, (hereinafter the “Contractor”, “we”), hereinafter referred to jointly as the “Parties” and separately as a “Party”.

HOW DO YOU ACCEPT THIS PUBLIC AGREEMENT?
1. This Public Agreement is deemed to be accepted by you subject to the following conditions:
2. You have read the terms of the Public Agreement and all its essential parts (with any changes and/or amendments hereto);
3. You have provided and accepted provisions and data set forth in the respective Annex, in which you have indicated the data that is necessary to execute and accept the terms of this Public Agreement.
Definitions
1. Annex – means a document confirming the acceptance of the Public Agreement by the Client. The Annex may contain the terms of payment, scope and types of services, periods, etc.
2. Advertising campaign – means an organized complex of action to promote the Client’s product or service, which will be defined and mutually agreed by the Parties in the respective Annex.
3. 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, targeting page, Creative.
4. Advertising Platform Authorized Sales Partner – means a party of Partner Program Operating Agreement, available here.
5. Budget – means an equivalent of funds the Client will determine to cover the costs of the Services provided by the Contractor.
6. Creative – means a creative (creative) banner (graphic image) included in an Advertising campaign.
7. 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.
8. Data Protection Law – means the legislation in the field of personal data protection corresponding to the jurisdiction of the resident, General Data Protection Regulation.
9. Intellectual property – means objects created in the course of fulfilling the terms of the Public Agreement, including, but not limited to: program codes, texts, offers, promotions, discounts, sweepstakes, banners, marketing plans, Creatives, strategies, algorithms and settings for advertising campaigns, analytical materials, and etc.
10. 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 in which the Parties indicate the amount and procedure for payment, advertising Budget, types of Services.
11. Point2Web Europe OÜ – means a company registered in accordance with the laws of the Republic of Estonia and acts as a partner of the Contractor in providing advertising services on the basis of the MARKETING SERVICE AGREEMENT No. AA-C 12 / 2020-08 and has the right to transfer access to Accounts on advertising platforms: Snapchat, Facebook, Twitter, TikTok, Google to any third party. The list of advertising platforms may change from time to time and is not limited.
12. Personal Data – means any information related to the Client that is processed, stored, protected, and transmitted under the Data Protection Law.
13. Services – means the marketing services for the creation of advertising campaigns.
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 the respective Annex and Point2Web Inc. Partner Network Advertiser Agreement, available here.
2. The Contractor provides the Client the right to access to the accounts of the following advertising platforms: Snapchat, Facebook, Twitter, TikTok, Google. The list of advertising platforms may change from time to time and is not limited. The specific advertising platforms the Client is being granted access to are specified in the respective Annex and Invoice on Client’s request .
3. The Contractor grants the Client the right to access accounts on advertising platforms based on the rights specified in the MARKETING SERVICES AGREEMENT with Point2Web Europe OÜ, and Point2Web Europe 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 Point2Web Europe OÜ and the Advertising Platform Authorized Sales Partner.
4. 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.
5. 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 including, but not limited Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act and Telephone Consumer Protection Act of 1991;
  4. violate the Agreement or otherwise prejudice the interests of the Client or the end consumer.
6. The Contractor may provide the following Advertising Company and Services under the terms of the respective Annex.
7. The Budget for 2 (two) calendar months for the Services provided by the Contractor is specified by the Parties in the Invoice.
Order for the purchase of Services
1. For each Advertising campaign the Parties draw up an Invoice, in which they indicate the type, cost, and Budget of the Services provided.
2. The Client sends the Contractor a notice in free written form describing the Service and a description of the Advertising materials.
3. All Advertising materials provided by the Client are moderated by the Contractor within 7 (seven) business days on it’s receipt. All Advertising materials and landing (targeting) pages shall be in compliance with Data Protection Law and, in particular, ask for consent to send commercial mailings and provide an opportunity to opt out of such commercial mailings.
4. The Contractor sends claims on the conditions for the provision of the Services and/or Advertising materials in a written form to notify the Client within 7 (seven) business days. If the Contractor does not provide any 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.
5. If changes in the accepted order for the provision of Services are requested by the Client after it’s acceptance, then these changes are the subject to the approval of the Parties and the conclusion of a new Invoice.
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.
2. 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.
3. In the absence of comments and / or complaints about the Services provided (quality, volume, etc.), the Parties approve this Invoice.
4. 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.
5. In case of late payment by the Advertiser, the Contractor may suspend the provision of Services and restrict access to Accounts.
6. The Сlient pays the bank commission associated with the transfer of funds to the bank account of the Contractor.
7. 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.
8. Unless otherwise specified in the Invoice, payments under the Public Agreement are made in US dollars.
9. If the Advertiser refuses to pay the Invoice, the transfer of access rights to the accounts of advertising sites to the Advertiser is limited due to the failure to fulfill the assumed obligations.
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, 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.
2. The Client is obliged to:
  1. provide the Contractor with all the information and data necessary for the proper provision of the Services under 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;
  5. comply with the terms of this Public Agreement and the Contractor’s Privacy Policy, Point2Web Inc. Partner Network Advertiser Agreement as updated, modified and replaced by the Contractor, from time to time in its sole discretion
3. 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 third parties;
  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.
4. 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. refrain from the use of 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;
  4. refrain from transferring the results of the Services provided under the Public Agreement to third parties.
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,including, but not limited to, lead cost, tracker IDs, communication, marketing strategies, plans, creative and offer concepts, Advertiser analytics.
2. The Parties agree to take all reasonable measures to protect secrecy and prevent disclosure and unauthorized use of Confidential Information.
3. Each Party 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. not use any Confidential Information for any purpose or benefit other than in accordance with this Public Agreement;
  3. 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;
  4. comply with US laws on the protection, disclosure, and processing of personal data.
4. 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.
5. 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.
Responsibility and Disclaimers
1. If the Client violates his obligations to pay for the Services provided, the Client is obliged to pay the Contractor a penalty of 1% of the cost of the provided, but unpaid Services.
2. In case of i provision of the improper quality 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.
3. 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.).
4. The Contractor is not responsible for violation of the deadlines due to the actions or inaction of the Advertiser, changes in technical conditions and other circumstances that are beyond the control of the Contractor.
5. The Contractor is not responsible for the actions of third parties involved. In case of violation of the provisions of the Public Agreement, affiliates may be held subsidiary liable for violations of their obligations.
6. Partners shall be jointly and severally liable with the Contractor for the provision of services in the course of executing the Public Agreement, and shall comply with all applicable federal and state laws, including, without limitation, the CAN-SPAM Act of 2003, as amended (“CAN-SPAM”) and provisions of the Telephone Consumer Protection Act of 1991 (“TCPA”).
7. NEITHER PARTY SHALL BE LIABLE UNDER THIS PUBLIC AGREEMENT TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OF THIS PUBLIC AGREEMENT. BY AGREEING TO THIS PUBLIC AGREEMENT YOU ASSUME ALL RISKS AND INDEMNIFY US B FOR ANY FINANCIAL LOSS IN CONNECTION WITH THE PROVISION OF OUR SERVICES.
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.
2. The exclusive property rights of the Contractor to intellectual property created during the execution 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.
3. The Contractor may use the Advertiser’s name, logo and trademark for marketing purposes (e.g. for placement on its website or in marketing materials).
4. 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.
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.
2. 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.
3. 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.
Term of the Public Agreement
1. The Public Agreement comes into force from the moment of signing by the Parties and is valid upon termination, but in any case, until the Parties fulfill their obligations under this Public Agreement in full.
2. The expiration of the Public Agreement does not release the Parties from liability for their violation of the terms of this Public Agreement.
Termination of the Agreement
1. The Public Agreement is no longer valid on the initiative of one of the Parties, provided that a written notice is sent to the other Party at least 3 (three) calendar days before the date of termination of the Public Agreement, regardless of the reason for termination.
2. In case of termination of the Public Agreement, the Client pays the Contractor for the actually provided part of the Services.
Form of the Agreement
1. The Public Agreement and all Annexes to it are concluded in written electronic form, signed via DocuSign service.
Taxation
1. Each party shall be liable for taxation subject to the legislation of the country of its residence.
Data protection and Data processing
1. Each Party shall adhere to the Privacy Policy during Personal Data collection, storage, and disclosure under this Public Agreement available here.
Force Majeure
1. Excluding payment obligations 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, acts of God, 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”).
2. 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.
3. The Party, in the event of the occurrence of Force Majeure, is obliged to notify immediately the other Party about this and provide the other Party with the necessary documents confirming the force majeure circumstances.
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.
2. We notify the Client of such changes by posting news on the website, sending an e-mail newsletter, or using other means.
3. 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.
4. 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.
General
1. The Contractor provides the right to access accounts under the terms of the advertising platform for transferring access rights to the account.
2. 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.
3. 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.
4. The Parties declare that the Public Agreement has been accepted by them with a clear memory and full understanding of the legal consequences of entering into such Public Agreements. The essence and scope of the obligations imposed on each of the Parties by this Public Agreement are fully understood by them. The Parties agree that each of them has been provided with complete and accurate information regarding the data set forth in the provisions of this Public Agreement.
5. The Parties agree that they are independent contractors for each other in the performance of their obligations under this Public Agreement. Nothing in this agreement or in the working relationship established and developed under this Public Agreement shall be construed or cause the Parties to be treated as partners, joint venturers or otherwise as joint partners for profit.
6. If any portion of the Public Agreement is held invalid or unenforceable under applicable law, the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Public Agreement.
Details

Point2web LLC
Legal address:109 E 17th st, ste 450, Cheyenne, WY,82001
E-mail: [email protected]

The Client’s details are provided in the Annex concluded between the Contractor and the Client

Public Agreement

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