MASTER SERVICE AGREEMENT

1.1. This Master Service Agreement is deemed to be accepted by you subject to the following conditions:

1.2. You have read the terms of the Master Service Agreement and all its essential parts (with any changes and/or amendments hereto);

1.3. You have provided and accepted provisions and data outlined in the respective Insertion order, in which you have indicated the data that is necessary to execute and accept the terms of this Master Service Agreement.

2.1. Advertising campaign means an organized set of actions to promote the Client’s product or service, which the Parties will define and mutually agree upon in the respective IO.

2.2. Advertising materials mean materials that the Parties use to promote the goods and/or services of the Client, including but not limited to content, targeting pages, and Creative.

2.3. Advertising Platform Authorized Sales Partner means a party of Partner Program Operating Agreement, available here.

2.4. Budget – means an equivalent of funds the Client will determine to cover the costs of the Services the Contractor provides.

2.5. Creative – means a creative (creative) banner (graphic image) included in an Advertising campaign. ​​Creatives can come in different sizes, formats, and styles, including text, images, animations, landing page or videos.

2.6. Creative Compliance – means a procedure of verifying and approving the Creatives prepared by the Client for the launch of the Advertising campaign, which contains the following actions:

2.7. 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.

2.8. Credit Line – means a pre-approved amount of funds provided by the Contractor to the Client, enabling the Client to access funds as required up to the specified limit.

2.9. Data Protection Law – means the legislation in the field of personal data protection corresponding to the jurisdiction of the resident, General Data Protection Regulation.

2.10. Insertion order (IO) – means a document confirming the Client’s acceptance of the Master Service Agreement. The Insertion order may contain the terms of payment, scope and types of services, periods, etc.

2.11. Intellectual property – means objects created in the course of fulfilling the terms of the Master Service 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.

2.12. Invoice – a document drawn up in writing, is an integral part of this Master Service 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.

2.13. Overdraft – means refers to the facility allowing Client to receive the services provided by the Contractor beyond the available balance up to an approved limit.

2.14. Proforma Invoice – is a preliminary invoice sent to the Client prior to the provision of Services.

2.15. 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 based on 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.

2.16. Personal Data – means any information related to the Client that is processed, stored, protected, and transmitted under the Data Protection Law.

2.17. Services – means the marketing services for the creation of Advertising campaigns, including but not limited to Landing development – a web page specifically designed for Advertising campaigns to increase conversion rates, creative banner design tailored to the Client’s requirements, and copywriting development to optimize the advertising content.

2.18. Trade Secrets – refers to any proprietary information or knowledge that has commercial value and is kept confidential by Contractor, including, but not limited to, unique optimization methods, proprietary data analysis algorithms, business strategies, marketing plans, client lists, pricing models, and any other information not generally known to the public that provides a competitive advantage.

3.1. The Contractor provides the Services to the Client on its behalf. The Client is obliged to accept and pay for such Services on the terms specified in the respective IO and Point2Web LLC. Partner Network Advertiser Agreement, available here

3.2. The Contractor shall provide the Client with the right to place advertisements on the following platforms: Snapchat, Facebook, Twitter, TikTok, Bigo, Taboola, Microsoft Advertising Network, Reddit and Google. The list of advertising platforms may change occasionally and is not limited. The specific advertising platforms the Client is being granted access to are specified in the respective IO and Invoice on the Client’s request.

3.3. The Contractor grants the Client the right to place advertisements 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.

3.4. The Client undertakes to complete and provide the IO to the Contractor within 3 (three) business days from the date of its submission by the Contractor.

3.5. Nothing in this Master Service Agreement can be construed as requiring the Contractor to take any action or provide any Services that:

3.6. The Contractor may provide the following Advertising Company and Services under the terms of the respective IO. Furthermore, the Contractor may itemize the Services in the corresponding media plan to ensure a clear definition of the scope of services and their characteristics, such as technical requirements, costs, and other important parameters.

4.1. For each Advertising campaign, the Parties draw up an Invoice indicating the type, cost, and Budget of the Services provided.

4.2. The Client sends the Contractor a notice in free written form describing the Service and providing a description of the Advertising materials.

4.3. 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 comply with Data Protection Law and, in particular, require consent to send commercial mailings and provide an opportunity to opt out of such commercial mailings.

4.4. The Contractor sends any objections or concerns 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 objections or concerns about the Services and/or Advertising materials provided to notify the Client within 7 (seven) business days, then the Parties undertake to conclude an Proforma Invoice.

4.5. If the Client requests changes in the accepted order for the provision of Services after its acceptance, these changes are subject to the parties’ approval and the conclusion of a new Invoice.

4.6. The Contractor may also provide additional creative banner design and landing page development Services upon the Client’s request. In a separate IO, the Parties will mutually agree upon the terms and Budget for these additional services.

4.7. The Client shall review and approve all Advertising materials the Contractor provides before publication or distribution. If the Client requests changes to the Advertising materials after they have been approved, the Contractor will make reasonable efforts to accommodate these requests, subject to additional fees and a revised timeline as agreed upon by the Parties.

5.1. The cost of the Master Service Agreement consists of the cost of the Services, which the Contractor will provide during the term of the Master Service Agreement.

5.2. 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, including but not limited to: landing development, creative banner design, copywriting development (headlines, primaries, titles), targeting page creation, and advertising campaign management. The Parties will agree on the scope and terms of these Services in the respective IO.

5.3. In the absence of comments and / or complaints about the Services provided (quality, volume, etc.), the Parties approve this Invoice.

5.4. The Client agrees to make the pre-payment no later than the final day with a positive account balance to ensure the timely provision of Services, by transferring funds to the Contractor’s Bank account, as indicated in the details of this Master Service Agreement. Failure to make the pre-payment within the specified timeframe may delay or cancel the Service order. It is the sole responsibility of the Client to ensure that sufficient funds are available to cover the pre-payment amount by the designated deadline.

5.5. The Client undertakes to pay for the Services rendered within 3 (three) 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 Master Service Agreement, including any applicable Overdraft period.

5.6. After the IO is signed, the Contractor will issue a Proforma Invoice within three (3) days for the estimated Services to be provided during that month. Once a month, the Contractor will issue a final Invoice for the actual Services rendered. Both the Proforma Invoice and the final Invoice will be sent to the Client via email for review and payment.

5.7. In case of late payment by the Client, the Contractor may suspend the provision of Services and restrict access to Accounts. The Contractor shall not be liable for any loss or damage suffered by the Client as a result of the suspension of Services or access to Accounts due to late payment.

5.8. By mutual agreement of the Parties, the Client’s positive balance remaining on the Client’s account as of the last day of the respective month, after the Invoice has been issued, may either be refunded upon the Client’s request or used by the Client in subsequent Billing periods.

5.9. The Сlient pays the bank commission associated with the transfer of funds to the Contractor’s bank account.

5.10. An Invoice paid in full by the Client on the terms stipulated by the Master Service Agreement confirms the proper provision of the Services by the Contractor and the acceptance of the Services by the Client.

5.11. Unless otherwise specified in the Invoice, payments under the Master Service Agreement are made in US dollars.

5.12. If the Client refuses to pay the Invoice, the transfer of access rights to the accounts of advertising sites to the Client is limited due to the failure to fulfill the assumed obligations.

5.13. The Client has the right to request Credit Lines from the Contractor. The process for accessing and utilizing credit lines involves the Client submitting an application, which undergoes review by the Contractor. This is followed by either approval or denial. Subsequently, approved credit lines are activated, and guidelines for utilization, including any required authorization procedures, are provided.

5.14. The Contractor commits to approving a specified maximum amount of credit lines for the Client. This amount will be agreed upon by both parties through the exchange of emails, ensuring clarity and mutual consent.

5.15. The terms of repayment for amounts utilized within the Credit Lines, including the frequency of repayments, payment deadlines, acceptable repayment methods, any applicable interest rates or fees for late payments, as well as provisions regarding early repayment or penalties for early repayment, will be mutually agreed upon through email communication.

6.1. All materials to promote the goods and/or services of the Client, including but not limited to: content, targeting page, and Creative (ii) do not infringe upon the Intellectual property or personal rights of any third party, and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Contractor informs Client that it considers objectionable (collectively, “Objectionable Content”).

6.2. The following types of content may be prohibited for dissemination under trading and investment:

6.3. Requirements for the content:

6.4. The Client should provide accurate and up-to-date information about the advertised product or service, including any risks or potential downsides. The Client should comply with any additional regulations or guidelines that may apply to specific industries or types of products or Services being advertised, such as those related to financial products, pharmaceuticals, or gambling.

7.1. The Client has the right to:

7.2. The Client is obliged to:

7.3. The Contractor has the right to:

7.4. The Contractor is obliged to:

8.1. The Parties acknowledge that during the execution of the Master Service 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, Client analytics.

8.2. The Client agrees to keep all Trade Secrets disclosed by Contractor strictly confidential and shall not disclose, share, or otherwise make available any such information to third parties without the prior written consent of Contractor.

8.3. The Client shall not, directly or indirectly, use any Trade Secrets for their own benefit or for the benefit of any third party, other than as necessary to perform the obligations under this Agreement. The Client is prohibited from independently utilizing or attempting to develop any similar processes, methods, or systems based on the Trade Secrets provided by Contractor.

8.4. The Client acknowledges that any unauthorized disclosure or use of Trade Secrets may result in irreparable harm to Contractor and agrees that Contractor shall be entitled to seek injunctive relief and any other remedies available under applicable law in the event of a breach of this provision.

8.5. Each Party undertakes:

8.6. This section does not apply to the disclosure of Confidential Information:

8.7. 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.

9.1. 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 for each day of delay from the established payment due date.

9.2. In case of provision of the Services of improper quality by the Contractor, as provided for by this Master Service 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. The Parties agree that the Services of proper quality are the Services that meet the standards set forth in the Master Service Agreement and Invoice.

9.3. In the event of non-compliance with obligations under the Сredit Line, including but not limited to failure to repay amounts utilized within the specified terms, the Contractor reserves the right to initiate legal proceedings to enforce the terms of the agreement. This may include seeking remedies such as pursuing overdue payments, imposing penalties for late payments, and utilizing any collateral or security provided by the Client to satisfy outstanding obligations.

9.4. In the event of failure to meet Overdraft obligations, including but not limited to exceeding the authorized limit or failing to repay the overdraft amount within the specified timeframe, the Contractor reserves the right to impose sanctions. These sanctions may include charging interest on the overdraft amount, imposing fees for overdraft usage, restricting or suspending further access to the Overdraft facility, and pursuing legal action to recover the outstanding balance.

9.5. In case of non-fulfillment or improper fulfillment by one of the Parties of its obligations under the Master Service 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.). The Parties shall make every effort to resolve disputes through negotiations and consultations.

9.6. The Contractor is not responsible for deadline violations due to the Client’s actions or inaction, changes in technical conditions, or other circumstances beyond the Contractor’s reasonable control.

9.7. The Contractor is not responsible for the actions of third parties involved, including, but not limited to, subcontractors, freelancers, and agents. In case of violation of the provisions of the Master Service Agreement, affiliates may be held subsidiary liable for violations of their obligations.

9.8. Both parties shall be responsible for complying with all applicable laws and regulations, including but not limited to those related to the jurisdictions under increased monitoring of FATF (referred to as FATF Greylist), FATF High-Risk Jurisdictions subject to a Call for Action (referred to as FATF Blacklist), EU list of non-cooperative jurisdictions for tax purposes (referred to as EU Blacklist), OFAC, and UN Security Council sanctions regimes. The Contractor shall take all necessary measures to avoid any actions or provide any services that may violate these regulations and laws. The Client shall also ensure that its use of the Services does not violate these regulations and laws.

9.9. Partners shall be jointly and severally liable with the Contractor for the provision of Services in the course of executing the Master Service 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”).

9.10. NEITHER PARTY SHALL BE LIABLE UNDER THIS MASTER SERVICE AGREEMENT TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 OF THIS MASTER SERVICE AGREEMENT. BY AGREEING TO THIS MASTER SERVICE AGREEMENT, YOU ASSUME ALL RISKS AND INDEMNIFY US B FOR ANY FINANCIAL LOSS IN CONNECTION WITH THE PROVISION OF OUR SERVICES.

10.1. The Contractor hereby grants the Client a non-exclusive, paid, perpetual license to use the Intellectual property created by Contractor, as detailed in IO, for commercial purposes. This license is granted subject to the terms of this Agreement and may be revoked at any time by the Contractor in the event of a breach of any of the provisions of this Agreement.

10.2. The Client is authorized to use the Intellectual Property worldwide for the specific purposes outlined in this Agreement, including the creation and use of landing pages, creatives, funnels, design layouts, structural schemes, text and visual materials, proprietary checklists, guides, templates, reporting formats, graphic elements, design concepts, prototypes, documentation, presentations, and visual materials related to the user journey maps, design architecture, and the code output for digital marketing and other related activities. Contractor reserves the right to impose geographical limitations or restrictions based on the Client’s use of the Intellectual Property if required under applicable local laws or regulations.

10.3. The Client agrees to pay Contractor a fee for the license granted under this Agreement, as set forth in IO. The fee shall be paid according to the payment terms specified in the Agreement, and failure to make payment will result in the suspension or revocation of the license.

10.4. The Client shall not use the Intellectual Property in any way that violates Contractor rights or any applicable laws. The Intellectual property provided under this license is strictly restricted to the intended use as outlined in this Agreement. Any other use not specifically authorized herein is prohibited without the prior written consent of the Contractor. The Contractor may block any advertising campaign, content, or other use of the Intellectual Property that violates this Agreement or lacks proper licensing permission and has the right to submit a request to the Media Platform to do the same in cases of intellectual property infringement. The Client shall not:

10.5. All creative materials, including but not limited to landing pages, funnels, creatives, design layouts, prototypes, visual materials, code, and any associated documentation or content (the “Intellectual property Assets”), shall remain the exclusive property of Contractor unless otherwise agreed. Contractor retains all rights to the Intellectual property, including any and all copyrights, trademarks, and other proprietary rights.

10.6. Any modifications, enhancements, or derivative works based on the Intellectual property Assets developed by either party during this Agreement’s term shall remain the Contractor’s exclusive property unless otherwise stipulated. If such modifications or enhancements are created jointly, they will be co-owned unless a separate agreement specifies otherwise.

10.7. Contractor may revoke the license granted under this Agreement at any time, in whole or in part, with written notice to the Client, in the event of non-compliance with the terms of this Agreement, including the unauthorized use or distribution of the Intellectual property.

10.8. The Client agrees not to sublicense, sell, lease, transfer, or distribute the Intellectual property to third parties without prior written consent from the Contractor. Any unauthorized use of the Intellectual property will result in immediate revocation of the license and potential legal action, including blocking of any related content and campaigns.

10.9. The Client may not assign or transfer the rights granted under this license without prior written consent from the Contractor. Contractor may assign its rights and obligations under this Agreement to third parties.

10.10. The Client agrees to indemnify and hold harmless Contractor against any claims, damages, or expenses arising from the Client’s unauthorized use or distribution of the Intellectual property or any breach of this Agreement.

10.11. Contractor reserves the right to reuse and modify the Intellectual property for use in other projects and with other clients, as part of its normal business activities.

11.1. All relations arising from or related to the Master Service Agreement, including those related to the action, conclusion, execution, modification, and termination of the Master Service Agreement, interpretation of its provisions, determination of the consequences, invalidity, or violation of the terms of the Master Service Agreement, are governed by the rules of the current US law and construed according to the laws of the state of Wyoming.

11.2. Under the terms of this Master Service Agreement, the Parties shall resolve any disputes that may arise through negotiations. To resolve disputes, the Parties hold meetings, negotiate, or settle disputes in writing.

11.3. The Parties agreed that if resolving the dispute is impossible, it will be considered by the International Center for Dispute Resolution under US law.

11.4. 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.

11.5. The Parties agree that the costs of arbitration, including arbitrator fees, shall be borne by the party found to be at fault, unless the arbitrator orders otherwise.

12.1. The Master Service 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 Master Service Agreement in full.

12.2. Notwithstanding the termination of this Master Service Agreement, any provisions that by their nature, should survive termination shall remain in effect, including but not limited to confidentiality, and Intellectual property provisions.

13.1. Either party may terminate the Master Service Agreement upon written notice to the other Party at least 3 (three) calendar days prior to the termination date, regardless of the reason for termination.

13.2. In case of termination of the Master Service Agreement, the Client pays the Contractor for the part of the Services actually provided.

14.1. The Master Service Agreement will come into effect upon signing the relevant IO, which will be concluded in written electronic form and signed using the PandaDoc service.

15.1. Each party shall be liable for taxation subject to the legislation of the country of residence.

16.1. Each Party shall adhere to the Privacy Policy during Personal Data collection, storage, and disclosure under this Master Service Agreement, which is available here.

17.1. Excluding payment obligations, the Parties are exempt from liability for non-fulfillment or improper fulfillment of obligations under the Master Service 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 Master Service Agreement (hereinafter – “Force Majeure”).

17.2. The Party to which Force Majeure is applied is released from liability for violation of the provisions of the Master Service 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.

17.3. 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.

18.1. We have the right to periodically make changes to the Master Service Agreement to ensure the safety of Personal Data and compliance with legal requirements.

18.2. We notify the Client of such changes by posting news on the website, sending an e-mail newsletter, or using other means.

18.3. 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.

18.4. After making changes to the Master Service Agreement, the Contractor has the right to request the Client’s repeated consent with the Master Service Agreement if the Client has refused the information e-mail newsletter.

19.1. The Parties declare that they have accepted the Master Service Agreement with a clear memory and full understanding of the legal consequences of entering into such a Master Service Agreement. They fully understand the essence and scope of the obligations imposed on each of the Parties by this Master Service Agreement. 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 Master Service Agreement.

19.2. The Parties agree that they are independent contractors for each other in performing their obligations under this Master Service Agreement. Nothing in this agreement or in the working relationship established and developed under this Master Service Agreement shall be construed or cause the Parties to be treated as partners, joint venturers or otherwise as joint partners for profit.

19.3. If any portion of the Master Service 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 Master Service Agreement.

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 IO concluded between the Contractor and the Client.