Offer for Advertisers

This document ("Offer") is Nivel Information Technology LLC (registration number: 1863794) with its registered office located at OFFICE 1301-02 GREEN TOWER, BANIYAS ROAD, P.O. BOX 111881, DUBAI, U.A.E. ("Company") official proposal to enter into a Placement services contract between the Company and You ("Advertiser") on the terms set out in the present Offer. This Offer is not a public offer and Company can refuse to enter into a Contract with You.

1.1. The Contract, under the conditions of the present Offer ("Contract"), is concluded between the Parties at the time of the Advertiser's acceptance of all the conditions of the present Offer. Acceptance of the Offer with reservations is not allowed.

1.2. The Advertiser shall accept this Offer during the registration in the Ads system when a checkmark is put to confirm reading the Offer and acceptance of its terms and conditions and/or through payment by the Advertiser of an e-invoice issued in the Advertiser’s Member Area. The exact method of accepting this Offer in an electronic form is determined by the Ads system’s interface. No technical capability is provided for the Advertiser to register in the Ads system and access to a Member Area without acceptance of this Offer by the Advertiser.

1.3. By accepting the Offer, the Advertiser acknowledges and confirms that the Advertiser has read and fully agreed to the terms and conditions of the following documents, which are an integral part of the present Offer and are obligatory for the Parties: (а) Rules for rendering of advertising services for direct advertisers/ advertising agencies (non-resident) published in the Ads system, (b) Requirements to the Advertiser’s Advertising Materials (content and form of placement) published in the Ads system (c) Requirements for advertising agencies (if the Advertiser is an advertising agency) published in the Ads system (d) other rules published in the Ads system (the «Rules»). The Placement Services shall be rendered only if the Advertiser is compliant with the Rules and legislation of the countries where advertising materials are to be displayed.

Rules specified in this Clause may be amended by the Company unilaterally. The Advertiser shall independently get to know the terms and conditions to advertising materials placement listed in Сlause 1.3. hereof.

1.4. By accepting the Offer, the Advertiser unconditionally agrees with the Rules.

2.1. The Company undertakes, in exchange for remuneration, the amount and procedures of which are determined in accordance with the terms of this Offer (Contract), to provide the Advertiser with the ability to place Advertising materials in the websites, mobile sites and mobile applications, social networks, software and other internet-resources by using the Ads system ("Placement Services"), and the Advertiser undertakes to pay for the rendered Placement Services in a timely manner.

2.2. The procedure for the provision of the Placement Services specified in the Rules.

3.1. The Placement Services cost shall be determined by the Ads system using the Auction. By performing certain actions (including, but not limited to, clicking "Create campaign" or other button in the Member Area) the process of selection by the Advertiser of the parameters for the Advertising materials placement proposed by the Ads system shall be terminated and agreement of the Advertiser with the Placement Services cost and the Advertising Materials placement terms and conditions shall be expressed. The Placement Services cost shall be calculated in Euro, US Dollars subject to the currency selected by the Advertiser in the Ads system.

3.2. All payments under the Offer shall be made by the Advertiser without any deductions and free and clear of and without deduction for or on account of any taxes. If such deduction or withholding from any payment under this Offer for or on account of any of such taxes is required (becomes necessary) by law to be made by the Advertiser the amount of payment due from the Advertiser shall be increased to an amount which (after making such deduction) equals to the payment which would have been due if no deduction had been required.

3.3. The Company shall monthly generate a report ("Report") through the Ads System proving the fact of the Placement Services rendered in the Reporting Period within seven (7) calendar days from the end date of the Reporting Period.

3.4. The Reporting Period shall be one (1) calendar month.

3.5. The Placement Services shall be paid for by the Advertiser on conditions of advance payment of one hundred percent (100%) of the cost of the relevant Advertising materials placement, payment shall be made in Euro, US dollars.

3.6. The Placement Services shall be paid for by bank transfer. All the costs related to execution by the Advertiser of the obligations of money transfer to the Company shall be incurred by the Advertiser.

3.7. Absence of substantiated objections to the Report for 5 (five) calendar days from the date of receiving the Report shall be considered as the acceptance of the Placement Services rendered by the Company.

3.8. The Advertiser shall be liable for violation of the terms set herein for payment of Placement Services rendered by the Company. In case of delay in payment for the services rendered, the Advertiser shall pay a penalty to the Company in the amount of zero-point one percent (0.1%) of the payment amount for each day of the late payment. Payment of the penalty shall not release the Advertiser from payment of the principle debt according to the invoices issued.

4.1. This Contract is concluded for an indefinite term.

4.2. The current version of the Contract (Offer) is available at https://niveldevelopment.com/direct-advertisers-offer. The Company is entitled to amend the Contract (Offer) (including the Rules) at any time. The Advertiser should get to know the Contract regularly for amendments. The changes will become effective immediately after posting.

4.3. If the Advertiser disagrees with the new version of the Contract (including the Rules), the Advertiser shall notify the Company of its unilateral withdrawal from the Contract, in writing, within seven (7) calendar days from the date the revised Contract enters into force. Otherwise, the revised Contract shall be deemed accepted by the Advertiser.

4.4. Either Party is entitled to terminate the Contract subject to the email notice to the other Party in ten (10) calendar days prior to the expected date of termination.

4.5. In case of breach of the Contract by the Advertiser, the Company shall be entitled to unilaterally terminate the Contract without any compensation to the Advertiser for losses resulting from such termination, by notifying the Advertiser of the termination by email.

4.6. The Company may transfer, novate and/or assign any of its rights and obligations under this Contract including the right to demand payment, as well as delegate them to third parties without the Advertiser's consent upon an email notice to the Advertiser. The Advertiser may not transfer, novate or assign any of its rights and obligations under this Contract, as well as delegate them to third parties without the Company's consent.

4.7. This Contract shall remain in force in case of changes in details of the Parties, amendment of their constituent documents, form of incorporation, change of control of one of the Parties or both Parties.

4.8. In case of change in the details of one of the Parties specified herein, such Party shall notify via e- mail the other Party to the effect within three (3) business days.

5.1. Invalidity of any of the provisions of this Contract shall not cause invalidity of other provisions or the Contract as a whole.

5.2. The Contact, its conclusion and performance shall be construed and governed by law of England and Wales. The seat, or legal place, of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English.

5.3. All capitalized terms herein shall have the meaning set forth in the Rules.

5.4. The Contract (including the Rules) together with any addendums and supplementary agreements, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings and communications, oral or written, between the parties related to such subject matter (other than any such made fraudulently).

5.5. Unless otherwise provided herein all notices shall be sent by the Parties via registered mail with delivery confirmation, while respective expenditures shall be paid by a sender. The said documents may be additionally transmitted via e-mail.

5.6. The changes will become effective immediately after posting.

Revision as of ___ ___________ 2023

Registered address: OFFICE 1301-02 GREEN TOWER, BANIYAS ROAD, P.O. BOX 111881, DUBAI, U.A.E.

© Nivel 2023-2024