MARKETING SERVICES PUBLIC OFFER

PSV CLEVER ADS SOLUTIONS LTD , a legal entity duly incorporated and operating under the laws of Cyprus, residential address: NAOUSIS,MONASTIRAKI COMPLEX, FLAT 25, 8047 , PAPHOS , CYPRUS, company number: HE 429487 (hereinafter the “ Contractor ”), on the one hand, and

Every Every duly incorporated legal entity and private entrepreneur or natural person acting on the legal basis, that accepts the terms and conditions listed herein (hereinafter referred to as the ” Customer ” ), on the other hand,

the Customer and the Contractor are collectively referred to as the “Parties” and individually as the “Party”, the Customer having acceded to this Marketing Services Public Offer (hereinafter referred to as the “Agreement”), agree as follows:

SUBJECT MATTER

Under the terms of this Agreement the Contractor undertakes to provide the marketing services specified in this Agreement involving means of electronic communication, and the Customer undertakes to share the part of the revenue arising from such marketing services.

This Agreement constitutes a public offer. It means that the Contractor on indiscriminate basis offers its services to every party that fulfills the conditions stipulated for the Customer and accepts the terms envisaged herein.

CONTRACTOR’S OBLIGATIONS

The Contractor shall:

provide an integration of the third-party advertisement with purpose of generating profit from display of such advertisement to the end users of the App to the inure of the Customer and the Contractor (hereinafter the “Services”);

provide the Customer with an access to up-to-date advertisement statistics, though it is not warranted to be uninterrupted and precise, generated at the personal profile of the Customer on the Contractor’s website (hereinafter the “Site”);

prepare monthly report (via email) of advertisement statistics for the respective month no later than within 25 (twenty-five) calendar days after the end of the reporting month for approval of the Customer;

settle payments of the Customerx’s revenue share part pursuant to the provisions of Section 4 of the Agreement;

rely upon this Agreement and the applicable legislation and ensure such quality of providing the Services that conforms to the requirements commonly applied to the services of this kind.

CUSTOMER’S OBLIGATIONS

register a personal profile on the Site;

set up and properly integrate the file “app-ads.txt” at its App intended for the proper advertisement, fulfill any other requirements of the application store platform to the developer that are preconditions for enabling advertisement in the App, and to provide a written notification to the Contractor (via email) with request to begin an advertisement integration;

check and approve monthly report pursuant to the provisions of Section 4;

warrant and ensure that the App fulfills the requirements of the appropriate legislation and rules applicable to the type of the advertisement that is ordered by the Customer, including but not limited to the allowed scope of end users to which such advertisement shall be demonstrated.

PAYMENT TERMS FOR THE SERVICES

The Contractor shall share with the Customer 90% (ninety percent) of overall monthly revenue generated from total views, these 90% (ninety percent) comprising due Total Revenue for the duration of this Agreement and for the period while the App is listed at a legally registered application store platform such as Google Play, App Store, etc. If the App at any time will be deleted or banned from the application store platform such App shall be excluded from this Agreement and no advertisement integration shall be provided, until the App is restored or allowed to be placed at application store platform.

The Total Revenue shall be determined on the basis of the monthly reports that shall be prepared by the Contractor pursuant to clause 2.1.2 no later than on 25th (twenty-fifth) day of each month for the preceding month.

4.2.1. The due percent of the monthly Total Revenue shall be settled only after the monthly report is approved by the Customer.

4.2.2. The Customer shall approve such monthly reports within 5 (five) business days since the report is provided by the Contractor, the acceptance of the report shall be confirmed by the invoice issued by the Customer to the Contractor on the basis of the respective report, or to provide its motivated objection to the information stated in the report.

4.2.3. The report shall be deemed to be approved upon the expiration of the designated term, if the Customer at any stage fails within this period to provide a decisive reply. In case of the objections the Contractor shall provide an explanation or to correct the report within 5 (five) business days.

4.2.4. The Customer has 3 (three) business days to approve the corrected or explained report. If the Customer still disapproves the report, the Agreement shall be deemed terminated since the date when such notification is received by the Contractor, without prejudice to Contractor’s obligation to settle the amount due pursuant to the last report according to the calculations provided therein.

The integration fee shall be EUR 1 (one) and it shall be included in the first invoice.

The Contractor’s payment obligation shall be considered dully performed upon debiting of the full due amount from the Contractor’s bank account. All transactional expenses, including bank commission, in respect of payment shall be borne by the Customer in full (100% of such transactional expenses).

All payments under this Agreement shall be settled in euro by means of a wire transfer to the bank accounts specified in the Agreement or provided by the Parties additionally in writing (including via email) within 60 (sixty) calendar days since the end of the period specified in clause 4.2 or any other applicable deadline but not earlier than the respective report is agreed by the Parties.

LIABILITY

For failure to perform or improper performance of obligations under the Agreement, the Parties shall be liable in accordance with the provisions of the Agreement and applicable law. The Parties have also agreed that the amount of losses to be reimbursed is limited to all funds paid pursuant to the Agreement within the last month before the reason for liability has occurred or to EUR 5,000 (five thousand), whichever is higher.

The Contractor shall indemnify the Customer from any claims, requests etc. related to the violation of the Contractor’s obligations under the Agreement. If in the result of violation by the Contractor of its obligations or guarantees provided for hereunder, any third-party files a claim for violation of its intellectual property rights, the Contractor shall independently settle such claims and reimburse the Customer for the entire amount of the losses inflicted. In this case, the Customer shall provide the Contractor with the opportunity to negotiate and settle the claims independently and at its own expense and shall not recognize any violations without the prior consent of the Contractor. This clause does not apply, and the Contractor shall not be liable if any third-party complaints, claims, or requests arise as a result of:

the violation by the Customer of the terms of this Agreement, and/or

the violation by the Customer of the provisions of any applicable law, and/or

the Customer’s failure to comply with its obligations or guarantees provided for in this Agreement.

In addition, the Contractor shall not be liable and shall not reimburse to the Customer for any amount of losses inflicted as a result of payment by the Customer of any reimbursements to third parties, except on the basis of the relevant court decision, if such amounts of reimbursements have not been previously agreed with the Contractor, and if the Customer has not provided the Contractor with the opportunity to negotiate, participate in the court proceeding and independently settle the claims.

For untimely payment due to the Contractor, the Contractor has the right to claim a penalty from the Customer in the amount of 0.05% (five hundredths of a percent) of the untimely amount paid for each day of delay, but no more than 5% (five percent) of the due sum.

The Contractor explicitly disclaims any liability for any actions performed in the name of the Customer from its personal profile on the Site. The Customer is ultimately responsible for securing its login credentials and acknowledges that the Contractor shall not reimburse any damages caused by third parties using unauthorized access to the Customer’s personal profile.

In any case, the termination or cancellation of the Agreement shall not affect the provisions of this Section.

FORCE MAJEURE

The Parties shall not be liable for failure to perform its obligations under this Agreement if it was caused by inevitable forces (force majeure) that could not be predicted by any Party.

In case when inevitable force (force majeure) will stay present for longer than 1 (one) month, both Parties have the right to terminate this Agreement, by informing other party in writing, not later than within 10 (ten) calendar days before the desired date of termination. In this case only the provided Services are being paid for.

Force majeure is extraordinary events, namely: war or military actions, epidemics, fires, natural disasters, accidents in the networks of energy, changes in the current legislation that can prevent the execution of obligations under this Agreement or cause changes to pricing and execution order, and any other events that may be recognized by the court as a circumstance of force majeure.

Party for which it becomes impossible to execute this Agreement because of inevitable force (force majeure), shall notify the other party about this within 10 (ten) days after the occurrence of such circumstances. Late notice of inevitable force appearing (force majeure) makes it impossible for such party to refer to them.

Appearing of the circumstances of inevitable force (force majeure) is confirmed by the documents issued by the competent authorities.

If a Party fails to fulfill the requirements established in clause 6.4 of this Agreement, it shall not be entitled to invoke the occurrence of such circumstances and as a basis for exemption from liability.

DISPUTES RESOLUTION

Any dispute, controversy or claim arising out of or in connection with this Agreement shall be settled by the way of amicable negotiations between the Parties.

If any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof cannot be settled by the way of amicable negotiations, they shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.

The arbitral tribunal shall be composed of a sole arbitrator.

The seat of arbitration shall be London.

The language to be used in the arbitral proceedings shall be English.

This Agreement shall be governed by the substantive law indicated in clause 10.1.

In case the arbitration clause is found void or unenforceable for any reason, the Parties agree that the respective dispute, controversy or claim shall be resolved by the courts of England and Wales.

By accepting the terms of the Agreement, the Customer waives its right to judicial settlement of any dispute, controversy or claim, and agrees not to participate in any collective or class action lawsuit against the Contractor.

TERM

This Agreement comes into effect from the date when the Customer registers personal profile on the site, which shall be an Effective Date. The respective provisions on obligation to provide the advertisement integration services and all consequent provision become obligatory for the Contractor since the Customer notifies the Contractor of the successful integration of the file “app-ads.txt” and requests the advertisement integration.

The provisions of the Agreement shall be effective from the moment specified in paragraph 8.1 hereof and is valid until the file “app-ads.txt” is removed by The Customer from the App, without prejudice to other provision of the Agreement.

In case the App or the Customer’s account at the respective application store platform is banned for the violation of the community rules or applicable legislation the Agreement shall be deemed suspended for the duration of such a ban with respect to the App that is banned or that is listed under the banned account or the Agreement can be terminated by each Party anytime during such suspension upon written notice (including sent via email) with immediate effect.

A unilateral termination of the Agreement is possible, if one Party provides the written notification to the other Party no later than 30 (thirty) calendar days before the desired date of termination of the Agreement. The Agreement shall be deemed early terminated from the day following the thirtieth day after such notification, unless otherwise is provided by the separate agreement between the Parties, this Agreement or applicable legislation.

The termination does not occur earlier than the last invoice is settled by the Contractor. In any case, the termination of the Agreement does not relieve the Parties from fulfillment of obligations and liability for violations that occurred during the term of validity of this Agreement. In case the grounds for the termination has arisen due to the disagreement over the monthly report, the Contractor shall settle the last payment corresponding to figures presented in the respective report.

CONFIDENTIALITY

In the event that one Party transfers to the other Party information marked as “confidential” or designated as such at a time of oral disclosure (hereinafter the “Confidential Information”), the Parties undertake to maintain confidentiality with respect to such Confidential Information, received from each other or made known to them during the execution of this of the Agreement, not to disclose or disclose in general or in particular Confidential Information to any third party without the prior written consent of the other Party, take security measures when storing and processing such Confidential Information not less stringent than they apply to their own Confidential Information, but in any case, no less stringent measures than the minimum necessary to maintain the confidentiality of such information.

If it is necessary to disclose Confidential Information, with the written consent of the Party to which this information belongs, to third parties for the purpose of fulfilling the Agreement, including its own employees, the disclosing Party is obligated to make sure that such third parties are bound by confidentiality obligations no less strict than those stipulated by the Agreement.

If it is necessary to disclose Confidential Information at the request of state authorities, the Parties are obliged to notify the Party that owns such information within a reasonable time before disclosing, as well as to provide reasonable assistance in legal protection from the requirement of such disclosure.

In case of violation of the terms of this Section 9, the Party that committed the violation shall pay the injured Party a fine of EUR 10,000 (ten thousand) for each violation. The Party that received the payment request shall reimburse this penalty within 5 (five) business days from the receipt of the request for the reimbursement of the fine.

FINAL PROVISIONS

All legal relations arising in regard to this Agreement or are related to it, including the ones connected with validity, execution, fulfillment, amendment and termination of this Agreement, interpretation of its terms, determining of invalidity consequences or breach of the Agreement are regulated by this Agreement and by the substantive law of England and Wells, without regard to its conflict of laws principles.

After the Customer accedes to this Agreement all previous negotiations, communications, previous agreements, protocols of intention and any other agreements of the Parties in written or oral forms related to the matters that in one way or another concern this Agreement shall lose validity although they can be taken into consideration when the terms of this Agreement are interpreted.

The Parties shall bear all legal consequences related to the correctness of information in regard to the details provided by them to each other and are obliged to inform another Party of any change in a writing within the reasonable time. If the Party fails to notify the other Party, it assumes all risks related to such failure. The details of the Contractor are as follows:

PSV CLEVER ADS SOLUTIONS LTD

Company number: HE 429487

Registered address: NAOUSIS,MONASTIRAKI COMPLEX, FLAT 25, 8047 , PAPHOS , CYPRUS

Email for communications: [email protected]

The transfer of rights and obligations under this Agreement by one of the Parties to the third parties is permitted only if approved in writing by another Party.

The Contractor can modify or amend the terms and conditions of the Agreement upon written notification of the Customer (including sent via email). Any amendments to and modifications of this Agreement shall be effective and can be taken into consideration since the moment of such written notification is made, unless otherwise envisaged by the respective amendment or notification.

Each Party shall independently settle its own taxes and duties imposed according to applicable legislation.

The Parties agreed that this Agreement may be executed in a hard copy within reasonable time upon request of either Party.

Version 1.0

Dated of July 2023

 

 

 

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