OFFER FOR ADVERTISEMENT PLACEMENT SERVICES
This document, hereinafter referred to as the “Offer”, establishes the legal relationship between Nivel General Trading LLC with its registered office located at OFFICE 1301-02 GREEN TOWER, BANIYAS ROAD, P.O. BOX 111881, DUBAI, U.A.E., hereinafter referred to as the “Customer”,
and the person, hereinafter referred to as the “Contractor”, duly accepted the conditions of this Offer.
1. By accepting the terms of this Offer, the Contractor enters into a contract (hereinafter referred to as the “Сontract”) for the provision of the Services of Advertisement Placement within the Application by demonstration of the Advertisement to the social networks Users through the website interface, hereinafter referred to as the “Services”
1.1. The condition for joining this Offer is the execution by the Contractor of the following actions:
- The Contractor sent a letter to the Customer at [email protected]
with the subject line "Accept of the Nivel General Trading LLC Offer." The letter must contain the following information and documents:
- Information about the person who sends the letter, with confirmation of authority (e.g., Power of attorney);
- Contact details: email address, phone number;
- Company name;
- Company location address;
- Company TIN;
- Beneficiary Bank;
- Account number;
- Bank account holder name;
- Company registration certificate;
- Company residency certificate;
- Letter of guarantee confirming the rights to the Application.
The Offer is considered accepted by the Contractor after sending all the required documents and receiving a response letter from the Customer stating that the Contractor's application has been accepted.
- Software connection to the social network hardware and software appliance.
- The Contractor uses a unique login and password to access the personal cabinet received by the Contractor upon registration or otherwise established in the rules of the relevant social network (hereinafter referred to as «Rules»).
- The Contractor guarantees that the software to which it creates access and information content does not contradict the applicable law, in particular, does not violate the copyright and related rights of third parties, intellectual property rights, privacy, honor, business reputation, meet the standards of morality and ethics, and also the Rules.
1.2. Customer has the right to unilaterally amend this Contract, subject to notification of the Contractor of such changes through the Platform or by e-mail, at the discretion of the Customer. The Contractor is required to familiarize itself with the updated version of the Contract. If the Contractor has not deleted the Account or has not notified the Customer about the termination of the Contract within the five-day period specified in this clause of the Contract, the updated version of the Contract shall be deemed accepted by the Contractor and shall enter into force on the date specified in the updated version of the Contract and shall apply to all agreements between the Contractor and the Customer. Changes take effect from the moment the modified text is posted on the Website at the address: https://niveldevelopment.com/advertisement-offer/
The Contractor undertakes to regularly get acquainted with the new editions and follow the Offers of the new editions.
Terms and Definitions:
Social Network (Website) shall stand for the multifunctional website, intended for interactive Users' communication and using certain program options, including interactive games, apps, as well as the mobile versions of the specified website and official applications for mobile devices and computer devices distributed through other distribution platforms.
User shall stand for an individual having registered at the Social Network and authorized by the personal account in the Social Network, and practicing access to the Application placed in the Social Network and its using.
Application shall stand for the software/interactive service of the Contractor placed in the social network (whereof the Right Holder is the Contractor having passed the procedure for the respective registration in the Website), including the interactive game, app, except for the Contractor’s software products through which the remote sales of goods, services or rights to the results of the intellectual property are performed.
Mobile Client of Social Network shall stand for the Social Networks applications for the mobile devices placed on the Mobile Platforms, as well as the version of the website of the Social Network for the Mobile Platforms
Mobile Platform shall stand for the platforms allowing the owners of the mobile devices to acquire and install Applications for their mobile devices. For the purpose of the Contract the Parties shall admit App Store, Google Play as the Mobile Platforms.
API (“Application Program Interface” or the “Interface”) shall stand the set of rules and agreements related to the call and procedure formats determining the order of the software products interaction
Reporting Period shall stand for one (1) calendar month unless otherwise provided.
Account shall stand for the register entry made by the Contractor in the Website and containing information on the Contractor. The Account shall be accessed through the Member Area.
Member Area shall stand for the private area of the Website which allows moving within the framework of the informational space allocated to the Contractor for the purpose of familiarization with the Statistics Data. To log in the Member Area the unique login and password obtained by the Contractor when registering on the Website shall be used
Statistics Data shall stand for the data on the number of the sessions of the Advertisement demonstration to the Website Users in the Reporting Period generated by the Customer based on the results of automated processing and available for the Contractor in the Member Area for studying.
Advertisement shall stand for the information distributed by the Contractor in the Application, addressed to indefinite audience and focused on attraction of attention to the object of advertisement, generation or keeping interest thereto and promotion thereof in the market.
Interstitial means a type of Advertising, demonstrated to the Users in the Applications for WEB platform, including mobile WEB Applications, in-between in-game events of the Application.
Native Interstitial means a type of Advertising, demonstrated to the Users of Android Applications in-between in-game events of the Application.
Rewarded Advertising - a type of Advertising, demonstrated to the Users in the Applications for WEB platform, including mobile WEB Applications, for the subsequent reward to such Users.
Native Rewarded means a type of Advertising demonstrated to the Users of Android Applications for the subsequent reward to such Users.
Native Banners means a type of Advertising demonstrated to the Users of Android or iOS Applications as a banner.
Native Sticky Banners means a type of Advertising demonstrated to the Users of Android or iOS Applications as a banner with autorefresh and inicialization.
2. The Customer shall pay the fee to the Contractor for the services rendered in the amount and in accordance with the procedure established in this Contract.
3. The Advertisement for placement within the Application shall be submitted by the Customer through API upon request of the Contractor. The Customer shall independently carry out all the settlements with the advertisers. In case of claims of the third parties filed in respect of the Advertisement placement, the Customer shall independently and at its own expense settle the claims.
4. The Contractor shall independently determine the type of the Advertisement through API. The Contractor shall not use third-party advertising monetization systems (banner and teaser networks, CPA systems, and others) and third-party media advertising display systems.
5. The Customer shall be entitled to refuse to place the Advertisement within the Contractor’s Application without giving reasons.
6. Once a month the Parties shall calculate the Contractor’s fee exclusively on the basis of the Customer’s Statistics Data only, within not more than five (5) business days from the end date of the Reporting Period, besides, the fee payment shall be made within the period not exceeding sixty (60) calendar days from the end date of the respective Reporting Period. Besides, the Parties have agreed that the fee shall not be paid out to the Contractor, if the amount thereof in the respective Reporting Period is less than one hundred (100,00) US Dollars or a comparable amount in another currency. In this case the fee shall be paid out to the Contractor at the end of the Reporting Period in which its amount exceeds one hundred (100,00) US Dollars, or upon termination / expiry of this Contract.
7. Settlement and payment of the fee to the Contractor shall be performed upon the results of each Reporting Period on the basis of the Customer’s Statistics Data. The Contractor has the right to independently determine the amount of the Contractor's fee payable for the Reporting Period within the cost of services rendered, determined on the basis of the Customer's Statistics Data, if the fee is one hundred (100,00) US Dollars.
8. If the Customer reveals the facts of fraud when displaying Advertising, including but not limited to automatic increase in ad views without or with the use of bots, the Customer has the right to correct the Customer's Statistics Data and take it into account when calculating the Contractor's fee. In addition, the Customer has the right to block the Contractor's Account, as well as completely and partially disable / block / delete the Contractor's Application (s) placed in the Social Network, or refuse to place Advertising in the Application.
9. The Contractor no later than 5 (five) business days from the date of the expiration of the Reporting Period/of receipt of the Customer’s Statistics Data for the respective Reporting Period, sends the invoice.
10. The invoice executed on the basis of the Statistics Data shall be submitted to the Customer in the electronic scanned form by the authorized representative of the Contractor and be the basis for settlements performing. The electronic documents shall be sent by the Contractor using the software of the Customer.
11. The Contractor’s Services shall be calculated in the currency specified in the Customer’s Statistics Data and shall be paid for in US Dollars (USD) or EURO (EUR). By prior agreement, the Parties may choose another payment currency – dirhams (AED), yuan (CNY). The Customer shall be deemed fulfilled its obligation on payment from the date of writing money off its settlement account. The payment shall be made in the chosen currency at the exchange rate published at the Customers website (https://niveldevelopment.com/
) on the last date of the Reporting Period. The Customer pays the full amount of remuneration to the Contractor, but does not guarantee the absence of commissions from the Contractor's bank or other additional payments resulting from the transfer of funds to the Contractor's account. The Contractor, when specifying a bank account for receiving remuneration, undertakes to find out from the bank the amount of its commissions.
Each Party independently calculates and pays all applicable taxes in accordance with the laws of the state of which it is a resident. The Customer includes to and Contractor refers to an invoice specific instructions and information in relation to taxes or any similar guides and regulations in respect of the taxes.
12. This Contract shall be effective within 1 (one) year from the moment of acceptance of the Offer. In case none of the Parties claims for the Contract termination in thirty (30) calendar days prior to expiry hereof, it shall be tacitly prolonged for each next year.
13. This Contract may be terminated as agreed in writing by the Parties or otherwise in accordance with the applicable law and the terms and conditions hereof.
14. The Contractor shall be entitled to unilaterally terminate this Contract subject to the written notice to the Customer in thirty (30) business days prior to the expected date of termination.
15. The Customer shall be entitled to unilaterally terminate this Contract, if the written notice of the termination is sent to the address specified by the Contractor in the course of the registration procedure.
16. Invalidity of any of the provisions of this Contract shall not result in invalidity of the Contract as a whole. If any provision of this Contract is or becomes illegal or unenforceable, that provision shall be enforced to the maximum extent permissible and/or amended to achieve as closely as possible the effect of the original term, and the remaining provisions of this Contract shall remain in full force and effect.
17. This Contract shall remain valid in case of change of the Parties’ details, amendments to the foundation documents thereof, change of form of incorporation, ownership of one or both Parties.
18. In case of change of details of the Contractor specified herein, Contractor shall inform the Сustomer thereof within three (3) business days.
19. This Contract, its conclusion and performance shall be construed and governed by the laws of England and Wales. Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English.
20. This Offer is effective from September 10, 2023. The Contract is effective from the moment of its acceptance by the Contractor on the terms stated in Section 1 hereof.
21. The Customer reserves the right to revise the terms of this Contract by updating the terms of the Contract at https://niveldevelopment.com/advertisement-offer/
, or by notifying the Contractor by e-mail. The revised Contract comes into force on the date on which it is published. The Contractor is advised to check the above website periodically for notices concerning such revisions. The Contractor’s failure to take the actions of familiarizing himself/herself may not be the ground for failure to fulfil the Contractor's obligations and the Contractor’s failure to observe the limitations established hereby.
22. In case the Contractor is not satisfied with the amendment of the Contract, the Contractor may terminate the Contract within three (3) days from the date of publication of the revised Contract by written notification of the Customer thereof. The lack of such notice or the Contractor’s continued performance under the Contract shall be deemed to constitute acceptance of any revised terms.
23. The Customer may transfer, novate and/or assign any of its rights and obligations under this Offer including the right to demand payment, as well as delegate them to third parties without the Contractor’s consent upon a written notice to the Contractor. The Contractor may not transfer, novate or assign any of its rights and obligations under this Offer, as well as delegate them to third parties without the Customer’s consent.
Nivel General Trading LLC
Registered Address: OFFICE 1301-02 GREEN TOWER, BANIYAS ROAD, P.O. BOX 111881, DUBAI, U.A.E.
Correspondence address: OFFICE 1301-02 GREEN TOWER, BANIYAS ROAD, P.O. BOX 111881, DUBAI, U.A.E.
CNY IBAN: AE230260001025832054605
Bank details: EMIRATES NBD, BENIYAS STREET, DEIRA, DUBAI, U.A.E.
SWIFT BIC: EBILAEAD
September 10, 2023
© Nivel 2023