STANDARD TERMS
AND CONDITIONS FOR THE ADVERTISING SERVICES
These Standard Terms and Conditions for the Advertising Services (the "Terms and Conditions") are entered into between Global Affiliates Pte. Ltd., a company incorporated in the Republic of Singapore with a registration number 202024588M, having its registered address at 68 Circular Road #02-01, Singapore (049422) ("Contractor") and the Customer referenced on the corresponding insertion order ("Insertion Order" or “IO”). These Terms and Conditions shall be deemed incorporated by reference into any corresponding Insertion Order submitted by the Customer. The Terms and Conditions and the Insertion Order shall be collectively known as the "Agreement."
1. DEFINITIONS
For the purposes of the Agreement, the following terms and definitions shall be
interpreted as follows:
1.1. "Object of advertising" - means of individualization of the Customer, as well
as services, goods, Internet resources, software of the Customer and/or their
counterparties, as well as any events to attract attention to which Advertising materials
are directed.
1.2. "Advertising Services", "Services" - actions taken by the Contractor to
ensure the placement of the Customer's Advertising Materials on the Advertising
Platform in accordance with terms of the Agreement, Insertion Orders and Placement
Parameters, as well as other Services agreed by the Parties in relation to advertising on
the Internet.
1.3. "Advertising materials""/"Creatives" - text, graphics, video or combined
blocks, other types of information materials containing information about the Objects of
advertising, placed on Advertising Platforms in order to draw attention to the Object of
advertising.
1.4. "Advertising Platform", "Platform" - information resource on the Internet
where it is possible to place the Customer's Advertising materials.
1.5. "Placement parameters" - additional conditions for placing the Customer's
Advertising materials, which may include, in particular: format and type of Advertising
materials, types of placements, number/frequency of impressions and (or) duration of
advertising placement, keywords/queries, geotargeting and other conditions.
1.6. "Advertising Budget" - the amount of money directed on providing of an
advertising campaign for a certain period of time.
1.7. "Advertising Campaign" is a system of planned promotional activities,
united by one idea and concept to achieve a specific marketing goal within the framework
of the agreed marketing strategy of the Customer and/or their counterparties, within the
period of time, scope, market and target audience established by preliminary analysis.
1.8. "Statistics data" - data on the volume of the Advertising Services, used
Advertising Budget, as well as other data generated by the Advertising Platform.
1.9. "Advertising concept" - main ideas and directions of the Advertising
campaign.
1.10. "Messenger" - program for exchanging messages via the Internet.
1.11. "Target audience" - group of consumers who have a need to purchase
services, goods, Internet resources, software of the Customer and/or his counterparties
that are Objects of advertising.
1.12. "Targeting" - marketing method that allows to select a Target audience
from all Internet users according to certain criteria and advertise Objects of advertising
to it in order to achieve the maximum effect from an Advertising Campaign.1.13. "Advertising Cabinet" - interface of the Advertising Platform, which allows
to launch Advertising Campaigns.
1.14. In the event that this Agreement uses terms that are not expressly set forth
in this section and/or further in the text of the Agreement or in the text of its appendices
and additions, then the interpretation of such terms shall be in accordance to the business
practice and the applicable laws.
2. SCOPE OF THE SERVICES
2.1. The Contractor undertakes to provide Advertising Services for the
Customer, and the Customer undertakes to accept and pay for the Advertising services
provided by the Contractor in accordance with the terms of the Agreement.
The Contractor, as part of the provision of Advertising Services, performs the
following actions:
1) participates in the development of Advertising concepts, creates Creatives for
placement in the Advertising Platform;
2) develops, maintains, optimizes, controls Advertising Campaigns, places Creatives
for the Customer through the Advertising Platform;
3) coordinates creatives for the Customer with the operator of the Advertising
Platform;
4) replenishes the Customer's balance in the Advertising Platform (not applicable if
cost of the Contractor's Advertising Services consists of the Contractor's remuneration
only).
5) carries out pre-moderation of the Customer's Objects of advertising;
6) determines the Target audience for the Objects of advertising of the Customer;
7) carries out the selection of the Targeting: determining the subject and an
unlimited number of the Advertising Platform channels, on which it is possible to carry
out the most effective placement of the Customer's Advertising materials;
8) configures the Customer's advertising in the Advertising Platform;
9) provides the Customer with a monthly extended report, which includes:
-analytics of Advertising Campaigns and recommendations;
- Advertising Platform channel analytics and recommendations;
-recommendations for writing "selling" posts.
2.2. The material conditions for the provision of Advertising Services are
determined by the Parties in the Insertion Orders that from the moment they are agreed
by both Parties, become binding for the Parties.
The terms of Advertising campaigns, concepts, Creatives are agreed by the Parties
through the exchange of messages in e-mail specified in the Agreement, instant
messengers and by any other means.
2.3. Other Placement Parameters, terms of Advertising campaigns, that have
not been agreed upon in the Insertion Orders or through the exchange of messages
between the Parties, are determined by the Contractor at its sole discretion.
3. TERMS AND CONDITIONS FOR PLACING ADVERTISING
3.1. If the Advertising Materials were provided by the Customer, the Customer
guarantees compliance with the requirements of the applicable laws (as an advertiser
and advertising producer), on the protection of copyright and related rights, on the
protection of trademarks and service marks, but not limited to the above. All possiblesettlements with authors and holders of related rights related to Advertising materials
provided by the Customer and their contents are made by the Customer independently.
The Customer guarantees that the content and form of the Advertising Materials provided
by the Customer comply with the requirements of the applicable laws, as well as the
terms of this Agreement, including the following:
3.1.1. Advertised objects are not prohibited or limited in circulation, do not
violate any rights of third parties and the applicable laws;
3.1.2. Advertising materials comply with the applicable laws, including but not
limited to advertising, competition, rights to the results of intellectual activity and means
of individualization; if the advertised activity is subject to licensing or the advertised
product is subject to mandatory certification, advertising materials must include the
appropriate notes provided for by the applicable laws;
3.1.3. Promotional materials do not contain any material that is offensive,
indecent, threatening or abusive.
3.1.4. If the Advertising materials were created by the Contractor, the Contractor
shall be responsible for their compliance with the applicable intellectual property laws in
part that was not provided by the Customer.
3.2. At the request of the Contractor, the Customer is obliged, within 3 (three)
days from the date of receipt of the relevant request, to provide documentary evidence of
the accuracy of the information contained in the Advertising Materials provided by the
Customer, as well as the Customer's guarantee under clause 3.1 of the Agreement,
including copies of licenses, certificates of conformity, etc.
3.3. The Contractor has the right to suspend the performance of obligations
under the Insertion Order at any time with subsequent notification of the Customer in the
following cases:
3.3.1. contradictions between the Advertising Materials provided by the
Customer and the Agreement, the applicable laws, the content of inaccurate and/or
deliberately false information in the Advertising Materials;
3.3.2. non-compliance of the Advertising Materials provided by the Customer
with the requirements for the placement of advertising materials established by the
Advertising Platforms;
3.3.3. the presence of claims regarding the content of the Advertising Materials
provided by the Customer from third parties;
3.3.4. violation by the Customer of its obligations and / or guarantees provided
for by the Agreement;
3.3.5. exhaustion of the Advertising budget, as well as the presence of the
Customer's debt for any obligations to the Contractor, including the payment of fines and
other amounts;
The Parties have agreed that such suspension of the fulfillment of obligations on the
grounds provided for in this paragraph 3.3 will not be considered a violation of the
Agreement by the Contractor; at the same time, the Contractor shall not be liable to the
Customer for losses incurred by the Customer in connection with such suspension.
3.4. Advertising campaign is determined according to the terms of the
Advertising Platform.
The launch date of the first Advertising campaign is determined according to the
Statistics data of the Advertising Platform.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Contractor under the Agreement undertakes:
4.1.1. Provide Advertising Services properly, in accordance with the Agreement,
Insertion Orders and applicable laws;
4.1.2. Timely and correctly provide the Customer with documents confirming the
provision of Advertising Services in accordance with the terms of the Agreement;
4.1.3. Perform other duties stipulated by the Agreement.
4.2. The Contractor under the Agreement has the right:
4.2.1. In order to fulfill its obligations under the Agreement to engage third
parties, including advertising distributors, intermediaries, using various Advertising
platforms, remaining responsible for their actions before the Customer;
4.2.2. Provide at the request of the owners/representatives of the Advertising
platforms where placement is carried out, as well as government authorities, information
about the Agreement and the advertising services provided on its basis, as well as
documents under clause 3.2 of the Agreement;
4.2.3. Use information about the Customer, brands and logos of the Customer in
order to indicate the Customer as a partner (client), including by posting the above
information and logos on the website of the Contractor or affiliated entities, as well as in
the marketing and advertising materials of the Contractor or affiliated entities (including
brochures, press releases and other information media). Posting information for the
above purposes is not considered disclosure of confidential information;
4.2.4. Exercise other rights provided for by the Agreement.
4.3. The Customer under the Agreement is obliged:
4.3.1. Provide the Contractor with Advertising materials that comply with the
applicable laws and the terms of the Agreement.
4.3.2. Timely respond to the requests of the Contractor, provide all the
information necessary for the execution of the Agreement.
4.3.3. Accept the rendered Services in accordance with the terms of the
Agreement;
4.3.4. 4.3.5. Timely and in full pay the cost of Services under the Agreement.
Perform other duties stipulated by the Agreement.
4.4. Additional obligations of the Customer (if the cost of the Contractor's
Advertising Services consists of the Contractor's remuneration only):
4.4.1. Timely and in full replenish the Customer's balance in the Advertising
Platform in the amount equals the amount of the Advertising Budget under the Insertion
Order.
4.4.2. Timely create Advertising Cabinet in the Advertising Platform (if
necessary).
4.4.3. Provide the Contractor with access to the Advertising Cabinet during the term of the Agreement.

5. FEES AND PAYMENTS
5.1. The cost of the Contractor's Advertising Services is indicated by the Parties
in the Insertion Orders.
5.2. In case if the Advertising Budget has been partially used, the unused
Advertising Budget shall be returned (if refund is possible according to the rules of theAdvertising Platform) at the request of the Customer in accordance with clause 8.4 of the
Agreement. The Contractor shall not refund the amount of the Remuneration under
corresponding Insertion Order and withholds it as the Contractor’s expenses for the
provision of services.
5.3. The Customer hereby confirms that he has been acquainted with, agrees
with all the rules for placing Advertising materials on the Advertising Platform and
undertakes to get acquainted with all changes to these rules in a timely manner.
If the Customer fails to comply with the above requirements, the Contractor has the
right to block all accounts, cabinets opened for the Customer in order to fulfill this
Agreement, the amounts of the unused Advertising budget, remuneration transferred by
the Customer are not subject to return in case if such amounts were withheld by the
Advertising Platform.
5.4. All amounts payable to the Contractor under the terms of this Agreement
are exclusive of any taxes and shall be paid to the Contractor free and clear of all
deductions or withholdings. If there are any withholding taxes regarding the cost of
Advertising Services under this Agreement, the Customer shall pay such additional
amount as will be required to ensure that the net amount received by the Contractor is
equal to the net amount of the cost of Advertising Services.
5.5. The Customer’s obligation to pay is considered to be properly fulfilled from
the moment the funds are credited to the Contractor's bank account (or to the
Contractor's blockchain wallet if paying in USDT).
5.6. The procedure and terms of payment are agreed by the Parties in the
Insertion Orders. Unless otherwise agreed by the Parties, the cost of Advertising services
shall be paid as follows (if the cost includes the Advertising Budget and/or the
Contractor's remuneration):
- The Advertising budget - on a 100% prepayment basis before starting
the Advertising Campaign under the Invoice issued by the Contractor;
- the Contractor’s remuneration - on a 100% prepayment basis before
starting the Advertising Campaign under the Invoice issued by the Contractor.
The invoice is valid for 3 days from the date of its issuing. After the expiration of this
period, the invoice is considered cancelled.
5.7. Upon completion of the period for the provision of Services under an
Insertion Order, the Contractor provides the Customer with the Certificate of the services
rendered in respect of the Services actually rendered under the Insertion Order.
The use of funds transferred by the Customer to pay the Advertising Budget, as well
as the Contractor's remuneration, shall be considered in Certificate of the services
rendered sequentially, starting from earlier payments. The scope of the Services as well
as their cost, shall be reflected in corresponding Certificate of the services rendered
separately for each Advertising Platform without division by Advertising Accounts and
Advertising Campaigns.
5.8. The Parties have agreed that the Statistics data provided by the Advertising
Platforms shall be deemed the only sufficient and reliable evidence of the fact, volume,
cost and other parameters of the placement of the Advertising Materials under the
Insertion Order. Such data are accepted by the Parties without dispute.5.9. In case the Customer has comments/claims on the Certificate of the
services rendered, it shall within 3 (Three) calendar days from the date of receipt from
the Contractor of the Certificate, to send the Contractor a reasoned comments/claims to
accept the Services. In case no comments/claims are submitted by the Customer to the
Contractor within the term stated hereto, the Customer hereby confirms that it is satisfied
with the Services and accepts them without any comments/claims.
6. LIABILITY OF THE PARTIES
6.1. In the event that the Customer breaks the conditions of the Agreement, the
Customer shall reimburse the Contractor for all losses incurred by it caused by such a
violation. In the event that any claims/lawsuits/sanctions are presented to the Contractor
by third parties in connection with the Advertising Materials arising from non-
compliance and/or violation by the Customer of the applicable laws and/or the
obligations from the Agreement, the Customer is obliged on its own behalf and at its own
expense, settle such claims, lawsuits, as well as take all necessary actions to prevent
subsequent claims/claims against the Contractor and the application of penalties. The
Customer agrees and confirms its readiness to assist the Contractor and third parties
involved by it in settling any claims from government authorities (including control,
supervisory) related to the Customer's Advertising Materials.
6.2. In case of violation by the Customer of the obligations stipulated by the
Agreement, the Contractor has the right to suspend the provision of Services under this
Agreement until the Customer eliminates the violations and compensates the losses
caused to the Contractor by such a violation in full. If the Customer will not eliminate
violations within 5 (five) calendar days from corresponding notification receipt, the
Contractor has the right to terminate the Agreement, the Insertion Order unilaterally,
notifying the Customer by sending a notice.
6.3. The Contractor does not provide any guarantees and is not responsible for
the non-compliance of the services provided with the commercial goals and (or)
expectations of the Customer.
6.4. The Contractor shall not be liable under the Agreement for any
actions/omissions that are a direct or indirect result of actions/omissions of the
Customer and/or third parties except specified in clause 4.2.1 of the Agreement; any
indirect losses, including lost profits of the Customer and / or third parties, regardless of
whether the Contractor could foresee the possibility of such losses or not. Any other
liability of the Contractor under the Insertion Order arises solely in the presence of the
fault of the Contractor and is limited to the amount of remuneration received by the
Contractor from the Customer under the Insertion Order.
7. FORCE MAJEURE
7.1. None of the Parties shall be liable for complete or partial non-fulfillment of
their obligations under the Agreement, if the failure to perform is the result of force
majeure circumstances - natural disasters such as flood, fire, earthquake, etc., war or
military actions, actions of state bodies arising for the Parties after the conclusion of the
Agreement and not dependent on the will of the Parties.7.2. If such circumstances have directly affected the fulfillment of obligations
within the period specified in the Agreement, then this period shall be postponed for the
duration of the relevant circumstances.
7.3. A party that, due to the occurrence of force majeure, cannot fulfill its
obligations, is obliged not later than 15 (fifteen) days from the moment of their
occurrence to notify the other Party in writing, as well as the expected duration of the
force majeure.
7.4. Failure to notify or late notification deprives the Party concerned of the
right to refer to force majeure circumstances as grounds for exemption from liability for
failure to fulfill obligations under this agreement. The evidence will be the evidence
(certificates) of the authorized state bodies.
7.5. If the specified circumstances will last more than two months, any of the
Parties shall have the right to terminate in whole or in part the Insertion Order with the
return received under it. Losses arising from such circumstances are not reimbursed.
8. EXCHANGE OF DOCUMENTS
8.1. The Parties agreed that the proper way to exchange documents under this
Agreement is to send documents in electronic form via telecommunication channels
using an electronic signature of authorized representatives.
The Agreement and documents under the Agreement could be signed via e-service
DocuSign.
9. APPLICABLE LAW AND DISPUTE RESOLUTION
9.1. The law applicable to the Agreement shall be the law of the Republic of Singapore.
9.2. All disputes hereunder shall be settled through negotiations. Compliance
with pre-arbitration (extrajudicial) procedure of dispute examination is mandatory for
the Parties.
9.3. In cases where a dispute, claim and/or complaint is not settled by
negotiation within 30 (thirty) calendar days from the date it is received after being sent
by one Party to the other, any Party of the Agreement is entitled to go to court.
9.4. Upon failure by the Parties to reach consensus, the dispute shall be
submitted for competent court of the Republic of Singapore in accordance with the
procedure established by the laws of the Republic of Singapore.
10. MISCELLANEOUS
10.1. No Agency. Nothing in the Agreement shall be deemed in any way or for
any purpose to constitute any Party an agent of an unaffiliated party in the conduct of
such other Party’s business. The Contractor under the Agreement shall act as an
independent service provider and not as the agent of the Customer in performing the
services, maintaining control over its employees, its subsidiaries, subcontractors, etc.
10.2. Independent Contractor. The Contractor may hire or engage one or more
subcontractors to perform any or all of its obligations under the Agreement.
10.3. Further Assurances. Each Party covenants and agrees that, without any
additional consideration, it shall execute and deliver any further legal instruments and
perform any acts that are or may become necessary to effectuate the Agreement.
10.4. Notices.
10.4.1. A notice given under the Agreement:
10.4.1.1. shall be in writing in the English language (or be accompanied by a
properly prepared translation into English); and
10.4.1.2. shall be:
10.4.1.2.1. delivered personally; or
10.4.1.2.2. sent by pre-paid first-class post, recorded delivery or registered
post; or
10.4.1.2.3. sent by electronic mail specified in the Insertion Order.
10.4.1.3. A notice is deemed to have been received:
10.4.1.3.1. if delivered personally, at the time of delivery; or
10.4.1.3.2. in the case of pre-paid first-class post, recorded delivery or
registered post, two days from the date of posting; or
10.4.1.3.3. if sent by electronic mail, at the day when the notice is sent.
10.4.1.4. To prove the delivery, it is sufficient to prove that the envelope (or e-mail,
as the case may be) containing the notice was properly addressed and posted.
10.5. Severability. If any provision of the Agreement is invalid, illegal or
incapable of being enforced under any law or as a matter of public policy, all other
conditions and provisions of the Agreement shall nevertheless remain in full force and
effect so long as the economic or legal substance of the transactions contemplated by the
Agreement is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being
enforced, the parties shall negotiate in good faith to modify the Agreement so as to effect
the original intent of the Parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated by the Agreement be consummated as
originally contemplated to the greatest extent possible.
10.6. Entire Agreement. The Agreement constitutes the entire agreement
between the Parties with respect to the subject matter hereof, supersede all prior written
and oral and all contemporaneous oral agreements, negotiations, discussions, writings,
understandings, commitments and conversations with respect to such subject matter and
there are no agreements or understandings between the parties other than those set forth
or referred to herein or therein.
10.7. Amendment. No provision of the Insertion Order may be amended,
supplemented or modified except by a written instrument making specific reference to
the Insertion Order signed by all the Parties.
10.8. Counterparts. The Insertion Order may be executed in one or more
counterparts, and by each Party in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of the Insertion Order byportable document format (PDF) shall be as effective as delivery of a manually executed
counterpart of the Insertion Order.
10.9. Assignability. The Customer is not entitled to transfer / assign his rights
and obligations under the Agreement to third parties without obtaining the prior written
consent of the Contractor. The Contractor has the right, at its discretion, without the
consent of the Customer, to assign or otherwise transfer its rights and obligations under
the Agreement to third parties, by giving the Customer relevant notification.