OFFER AGREEMENT ON RENDERING OF ADVERTISING SERVICES AND PROVISION OF TECHNOLOGIES
This Offer Agreement on Rendering of Advertising Services and Provision of Technologies (hereinafter the «Agreement» or «Offer Agreement») is entered into by and between Clickio Advertising Limited, duly registered and operating under the laws of the Republic of Cyprus, with its legal address at: 139A Gladstonos st., 1st floor, Limassol 3032, Cyprus, represented by its Director Lambros Soteriou (hereinafter the «Contractor») and the person accepting the terms and conditions of this public Offer Agreement by means of activation of the «I have read and agree with the terms of the Agreement» checkbox (hereinafter the «Customer»). Acceptance of this Offer Agreement by means of activation of the «I have read and agree with the terms of the Agreement» checkbox below shall mean confirmation of the Customers free declaration of intent, aimed at complete and unconditional acceptance of the conditions of this Offer Agreement and all other documents referenced herein, and accession to this Offer Agreement subject to conditions set forth below. For the purposes of this Offer Agreement the Contractor and the Customer are hereinafter jointly referred to as the «Parties» and individually as a «Party».
By accepting the terms of this Offer Agreement the Customer represents and warrants that the Customer is at least 18 (Eighteen) years of age.
WHEREAS the Contractor is in the business of rendering and providing, by itself and with help of Sub-Contractors as they are defined herein, certain Advertising Services and Technologies, including software required for rendering and/or provision of such Services and Technologies obtained from Sub-Contractors for its clients — Customers;
WHEREAS the Customer desires to engage the Contractor in order for the Contractor to render and provide, by itself and with help of Sub-Contractors, Advertising Services and Technologies as they are defined herein, rendering and/or provision of which Services and Technologies is required by the Customer with respect to the Advertising Materials as they are defined herein, and perform other actions all as set forth in this Agreement for remuneration paid by the Customer;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the Parties hereto agree as follows:
The Parties hereby unambiguously agree that for the purposes of this Agreement the definitions given below shall have the following meanings:
«Advertising Services and Technologies and Technologies» (collectively, the «Services and Technologies») shall mean advertising services rendered by the Contractor and/or Sub-Contractors as they are defined herein, aim of which advertising services is advertising of various goods and services of the Customer and/or Customers clients, as well as technologies provided as services. The Services and Technologies include, but are not limited to:
- placement of Advertising Materials on the virtual space of the Internet websites, inclusive of websites operated by webmasters — members of Sub-Contractors partner programs and Contractors partners or affiliates in accordance with the model selected by the Customer (cost-per-click, cost-per-action, cost-per-mille);
- distribution, public display, making available of, and other dissemination of the Advertising Materials to the general public by means and with help of websites, inclusive of websites operated by Sub-Contractors partners — webmasters and Contractors partners or affiliates;
- distribution of Advertising Materials by other means over the Internet and other telecommunications networks;
- other advertising services as may be required by the Customer and/or Customers clients;
- technologies provided as services, allowing the Customer to independently place on the Internet Advertising Materials using the RedClick Platform and the software of website aggregators, operators of webmaster partner networks and Internet traffic exchanges.
«Advertising Materials» shall mean advertising materials, including but not limited to, advertising materials in the form of text, graphic and text-and-graphic blocks, as well as any other interactive advertising materials designated for placement and display on, and making available to the general public by means and with help of, the Internet, relating to goods or services of the Customer and/or Customers clients, that contain hypertext links to web pages or websites containing information on or offering for sale the relevant goods or services of the Customer and/or Customers client;
«Billing System» shall mean a proprietary billing system integrated into the RedClick Platform, designed and designated for accounting of (a) instances of selection and approval of Services and Technologies by the Customer in interactive mode and approval of the terms for their rendering and/or provision within the RedClick Platform, (b) instances of use of the RedClick Platform by the Customer, © price of the Services and Technologies payable by the Customer.
«Credit Limit» shall mean a specific credit limit that the Contractor may offer to the Customer with respect to payment of fees for the Services and Technologies. The Credit Limit is in each case defined and established by the Contractor for relevant Services and Technologies, and its amount is indicated within Customers personal account within the RedClick Platform.
«RedClick Platform» or «Platform» shall mean the Technology in the form of the proprietary software and technology platform duly licensed to the Contractor and available to be accessed and used by the Customer on the terms of this Agreement via the unique URL address http://redclick.ru. The Contractor acts as an authorized licensee and operator of the Platform. All interactions between the Parties are carried our exclusively via the RedClick Platform.
«Sub-Contractors» shall mean third parties to be engaged by the Contractor for the purposes of rendering and/or provision the Services and Technologies to the Customer hereunder. The Sub-Contractors include, but are not limited to:
- Contractors licensors who grant the Contractor the rights to use particular software products required for rendering and/or provision of the Services and Technologies hereunder, including but not limited to the RedClick Platform;
- website aggregators, operators of webmaster partner networks and Internet traffic exchanges that provide technologies for placement of Advertising Materials on pages of Internet sites of participants of such networks and exchanges by the Customer him/her/itself;
- other third parties engagement of which is required or desirable for due provision of Services and Technologies to the Customer, which third parties may include, inter alia, webmasters and telecommunications services providers and mobile network carriers (in cases where applicable).
SUBJECT OF OFFER AGREEMENT
- The Customer hereby engages and authorizes the Contractor, and the Contractor hereby undertakes to render and provide to the Customer, by itself and/or with help of the Sub-Contractors, the Advertising Services and Technologies, and the Customer undertakes to pay the Contractor the price of the Services and Technologies.
- The Parties hereby unambiguously agree that the Contractor must perform its obligations under this Agreement in strict accordance with the Customers instructions. The instructions may be provided by the Customer to the Contractor via the Customers personal profile within the RedClick Platform.
- The Contractor shall ensure that the Customer is provided with the ability to select the billing and Services and Technologies provision model that is available to the Customer and applicable to the Services and Technologies and the ability to set the desired cost of the Services and Technologies in accordance with the selected model via the Customers personal profile within the RedClick Platform.
ACCESSING AND USING THE REDCLICK PLATFORM
- For due performance of its obligations hereunder the Contractor shall provide the Customer with the ability to access and use the RedClick Platform. For the purposes of this Agreement, the Contractor shall ensure that the Customer is provided with the ability to and is allowed to use the RedClick Platform for, inter alia, the following purposes:
- create and register a personal profile with a personal account within the RedClick Platform using a unique login and password;
- use the RedClick Platforms functionality for the purposes of setting forth the terms for provision of the Services and Technologies by the Sub-Contractors which are acceptable for the Customer;
- use the RedClick Platform for the purposes of requesting the Contractor to engage particular Sub-Contractors and their respective partner network members to provide particular Services and Technologies to the Customer;
- use the Platform for replenishing Customers own personal account with funds and requesting the Contractor via Customers personal profile to pay for the Services and Technologies to be provided by the Sub-Contractors;
- in cases where applicable, use the RedClick Platform for the purposes of creating Advertising Materials;
- use the RedClick Platform for the purposes of planning, scheduling and performing advertising campaigns; and
- otherwise use the RedClick Platform in accordance with its designated purpose and available functionality.
- The amounts of the prices of the Services and Technologies desired by the Customer shall be set by the Customer itself via Customer’s personal account within the RedClick Platform with respect to each particular Service and Technology. Withdrawal of funds from the Customer’s account within the Customer’s personal account within the RedClick Platform for the rendered Services and provided Technologies shall be performed in accordance with Section 5 of the Agreement.
- Although the RedClick Platform is operated by the Contractor, its general technical maintenance is performed by the right holder and licensor of the Platform. The Contractor hereby, to the maximum extent allowed under applicable law, disclaims any and all warranties that may apply to the Platform, including but not limited to warranties regarding functionality and proper, virus free and uninterrupted operation of the RedClick Platform at all times.
REQUIREMENTS FOR ADVERTISING MATERIALS
- The Customer must at all times conform to the following requirements set forth by the Contractor with respect to the Advertising Materials:
- General requirements to the Advertising Materials available at http://legal.redclick.ru/AdvertiserTerms/; and
- Technical requirements to the Advertising Materials, available at http://legal.redclick.ru/Technical/.
- Violation by the Customer of the General requirements and the Technical requirements established with respect to the Advertising Materials shall constitute a material breach by the Customer of the terms of this Offer Agreement. At that, the Customer agrees that the Contractor may cancel rendering of the Services with respect to such Advertising Materials at any moment at its sole discretion.
- The Parties unambiguously agree that the Contractor shall not be liable in any event for the contents of the Advertising Materials of the Customer and their conformance to the General requirements and Technical requirements. All liabilities for the contents of the Advertising Materials, including liabilities before any third parties, shall be borne exclusively by the Customer.
PARTIES RIGHTS AND OBLIGATIONS
- The Contractor must:
- provide the Customer with the ability to use the RedClick Platform by the Customer;
- no later than 15 (Fifteen) business days as of the end of the relevant Accounting Period as it is defined in Section 6 hereof provide the Customer with reports in the form of excerpts from the Billing System with respect to the Services rendered and Technologies provided to the Customer by providing Contractors Reports to the Customer in electronic form via the Customers personal profile within the RedClick Platform.
- in case of engaging Sub-Contractors, pay such Sub-Contractors remuneration by itself.
- The Contractor has the right to:
- engage Sub-Contractors for the purposes of rendering and/or provision of the Services and Technologies by the Sub-Contractors to and for the Customer;
- demand from the Customer timely, due and full payment of the prices of the Services and Technologies;
- withhold the prices of the Services and Technologies from the amounts with which the Customer replenishes its personal account within the RedClick Platform;
- unilaterally terminate this Agreement by providing to the Customer the termination notification via the Customers personal profile within the RedClick Platform no less than 60 (Sixty) calendar days prior to the projected Agreement termination date.
- The Customer must:
- in advance and in a timely manner replenish own personal account within the RedClick Platform with funds required to pay for selected Services and Technologies;
- pay the Contractor the price of the Services and Technologies;
- review Contractors Reports and inform the Contractor about objections with respect to the Contractors Reports via the Customers personal profile within the RedClick Platform in 10 (Ten) calendar days as of receipt of the relevant Contractors Report; and
- accept results of Contractors actions performed in the performance of its obligations under this Agreement;
- observe the General requirements and Technical requirements with respect to the Advertising Materials.
- The Customer has the right to:
- unilaterally terminate this Agreement by providing to the Contractor the termination notification via the Customers personal profile within the RedClick Platform no less than 60 (Sixty) calendar days prior to the projected termination date.
PAYMENT FOR SERVICES AND TECHNOLOGIES
- Price of the Services and Technologies selected by the Customer shall be in each case indicated in Customers personal profile in the RedClick Platform. In cases where applicable the relevant taxes and collections are indicated in invoices issued to the Customer.
- The Customer has the option to select the currency and payment method with respect to the Services and Technologies via Customers personal account within the RedClick.
- The price of the Services and Technologies shall be in each particular case withheld by the Contractor from the amounts with which the Customer replenishes the Customer’s personal account within the RedClick Platform. The Parties expressly agree that all such amounts shall be withheld from the Customer’s personal account immediately upon registration by the Billing System of each fact of occurrence of the relevant event relating to the model selected by the Customer (cost-per-click, cost-per-action, cost-per-mille) selected by the Customer. At that, the fact of occurrence of the relevant event relating to the model selected by the Customer shall mean, with respect to each model:
- with respect to the cost-per-click model: occurrence of 1 (One) click of an Internet user on the Advertising Materials with subsequent rerouting to the relevant Internet page;
- with respect to the cost-per-action model: occurrence of 1 (One) click of an Internet user on the Advertising Materials with subsequent performance of a specific set of actions relating to such Advertising Materials, and the specific set of actions is defined by the Customer itself in the Customers personal account within the RedClick Platform;
- with respect to the cost-per-mille model: 1 (One) instance of display of Advertising Materials via the Internet.
- Contractors Reports in the form of excerpts from the Billing System shall be provided to the Customer only in electronic form. Contractors Reports shall list all Services and Technologies selected by the Customer with help of the RedClick Platform and applicable costs of the Services and Technologies withheld by the Contractor, with respect to the relevant Accounting Period. For the purposes of this Agreement the «Accounting Period» shall mean 1 (One) calendar month.
- In case of Customers failure to replenish the Customers personal account within the RedClick Platform with amounts required to withhold the price of Services and Technologies the Contractor may, at its sole discretion, restrict Customers access and use of the RedClick Platform unless and until the Customer replenishes its account within the RedClick Platform with such amounts.
- Other liabilities of the Parties for non-performance of their obligations under this Agreement shall be defined under the general rules established by the effective laws of the Republic of Cyprus.
FORCE MAJEURE EVENTS
- The Parties are hereby relieved from liability for non-fulfillment or inadequate fulfillment of their contractual duties under this Agreement in cases of force majeure circumstances which directly or indirectly prevent performance of the Agreement, that is, such circumstances which are independent from will of the Parties, could not be foreseen at the moment of execution of the Agreement and that cannot be rectified by reasonable measures once they arise.
- The circumstances discussed in clause 8.1 of this Agreement shall include war and military operations, wrongful acts of third parties, uprisings, epidemic outbreaks, earthquakes, floods and other natural disasters, and enactment by government bodies of acts directly influencing the scope of this Agreement and the ability to perform this Agreement by any Party.
- The Party suffering the force majeure circumstances must immediately notify the other Party in writing of the arising, type and possible duration of the relevant circumstances. If such Party fails to notify the other Party about the arising of the force majeure circumstances that Party loses the right to refer to such circumstances.
- Arising of the circumstances discussed in this Section of the Agreement, considering fulfillment of the requirements of clause 8.3 of this Agreement shall extend the term of performance of contractual obligations under the Agreement by the Party suffering the force majeure circumstances for the period equaling the term of the circumstance that arose plus reasonable term for due performance of contractual obligations by the relevant Party.
- If the circumstances discussed in this Section last for more than 2 (Two) months, the Parties shall collectively define their future relationship under this Agreement.
AGREEMENTS TERM, EFFECT AND TERMINATION
- This Agreement is effective as of the moment of acceptance of the terms and conditions of this public Offer Agreement by the Customer by means of activation of the «I have read and agree with the terms of the Agreement» checkbox in full force and effect until its termination by either Party or both Parties in accordance with this Agreement.
- Each Party has the right to unilaterally terminate this Agreement by sending a written notification to the other Party by means and with help of the RedClick Platform no later than 60 (Sixty) calendar days before the projected date of the Agreements termination by the terminating Party.
- Upon termination of the Agreement for any reason and by any Party hereto the Customer must pay the Contractor all unpaid amounts of Contractors remuneration for the rendered Services and provided Technologies (including those provided within the Credit Limit, if applicable) no later than 30 (Thirty) business days as of the date of termination of the Agreement.
- Upon termination of the Agreement for any reason and by any Party hereto the Contractor shall return to the Customer all amounts of advance payments remaining on Customer’s personal account minus amounts of Contractor’s remuneration for rendered, but unpaid for Services and provided, but unpaid for Technologies no later than 30 (Thirty) business days as of the date of termination of the Agreement.
- The Parties shall undertake reasonable measures to rectify any controversial issues, disputes or claims arising in the process of performance of this Agreement by negotiations between the Parties.
- Upon a receipt of a claim from the other Party the Party receiving the claim shall review the claim and provide to the other Party suggestions concerning rectification of the claim and timeframe for rectification in 14 (Fourteen) calendar days as of receipt of the claim.
- If the Parties fail to reach an agreement, all unsettled disputes in connection to this Agreement shall be finally settled by courts of the Republic of Cyprus.
- The terms of this Agreement are confidential and are not to be disclosed by the Parties.
- Each Party considers this Agreement and contents of its provisions, as well as any other information received from the other Party under this Agreement as confidential information. The terms of this Section do not apply to cases where any information:
- must be provided to third parties under applicable law;
- becomes publicly available through sources other than the Parties or their officials; or
- was disclosed by the disclosing Party by virtue of the written authorization of the Party providing the information.
- The Parties agree that the terms of this Section shall continue in full force and effect and remain mandatory for the Parties for the full term of this Agreement and for 10 (Ten) years as of termination of this Agreement.
- For violation of the confidentiality regime under this Agreement the Party in violation must reimburse to the other Party actual damages suffered by that Party as a result of such violation.
- The Contractor reserves the right to unilaterally change the terms this Offer Agreement at any time. The Customer will be notified of such changes via Customers personal profile within the RedClick Platform.
- The Parties agree that messages containing Customers instructions to the Contractor and Contractors acknowledgement thereof sent to or from Customers account within the RedClick Platform shall constitute messages sent in due written form and having evidentiary effect.
- This Agreement is governed by and construed in accordance with the laws of the Republic of Cyprus.
- This Offer Agreement constitutes the entire agreement between the Contractor and the Customer relating to the subject matter hereof.
DETAILS OF THE CONTRACTOR
Clickio Advertising Limited
139A Gladstonos st.
Phone number: +357 2 5030042