Contract offer

AGREEMENT # $ID-$VERSION
Republic of Ireland
June, 4 2021

Agreement # $ID

Global Marketing Solutions LP on the one hand, hereinafter referred to as the “Customer”, represented by the Director General Mr. Andrian Karp, guided by goodwill, freedom-of-contract doctrine and mutual benefit, the norms of law of the Republic of Ireland, places this offer for general public (Web-masters) on the Internet resource http: //cpa.tl, which conditions are given below, to conclude a Paid Services Agreement.

The Counterparty to this Agreement, hereinafter referred to as the “Contractor”, guided by goodwill, freedom-of-contract doctrine and mutual benefit, and the laws of the Republic of Ireland, voluntarily agrees to enter into this Paid Services Agreement and fully accepts its conditions (acceptance), with the rights and obligations of the Parties and all its conditions, which are set forth below as follows:

1. SUBJECT OF AGREEMENT

1.1. Under this Agreement the Customer orders, and the Contractor on the basis of advertising and information materials (AIM), including the Offer Layout (received by the Customer from the Offer Layout Owner) placed in the account, available in the Traffic Light CPA CRM system on the Internet, which can be accessed at: http://cpa.tl, undertakes to provide the Customer with services for placement and promotion of advertisement on the Internet, as well as related intermediary and marketing services, and the Customer undertakes to accept and pay for the services provided by the Contractor in the manner and within the terms set forth in this Agreement.

1.2. Interaction between the Customer and the Contractor is based on the principles of legality, goodwill, freedom of contract and mutual benefit. The Parties established that during the performance of their obligations the they shall proceed from the fiduciary nature of the relationship governed by this Agreement and its Appendices.

1.3.Conclusion (signing) of this Agreement indicates the full mutual voluntary agreement of the Contractor on the conditions, scope and type of services provided by him/her, as well as on the term, procedure and amount of their payment by the Customer under this Agreement.

1.4. As part of the performance of obligations under this Agreement, the Parties shall interact on the issues of placement and promotion of advertisement, product (service) described in the Offer Layout provided by its owner, in order to increase the sales of this product and generate profit for the latter. In this case, the procedure of the Parties' interaction during performance of obligations under this Agreement is established by the Rules of work with the Traffic Light CPA Affiliate Program placed on the web-site: http://cpa.tl and is performed through the Contractor's account registered in the Traffic Light CPA CRM system.

1.5. When entering into this Agreement, the Parties are not bound by the obligation to conduct activities to verify the fidelity of the Offer Layout Owner, the legality of his/her business activities and the content of advertising and information materials provided by him/her with the Offer Layout as to their compliance with the legislation of the Republic of Ireland, including on the consumer properties and quality of goods, services and other characteristics. The Parties shall not be liable to third parties for property damage and moral harm caused by the use of the said information by third parties after its placement and promotion on the Internet resources by the Contractor, and shall not be liable for illegal actions of third parties associated with the use of this information.

1.6. When entering into the Agreement and performing their obligations, the Parties proceed from the good faith of the Offer Layout Owner, shall not be liable for the obligations of the Offer Layout Owner, the latter's failure or improper performance of obligations to counterparties and third parties under the Agreements entered into as a result of placement and promotion of goods and services advertisement, including in case of non-fulfillment or improper fulfillment by the Offer Layout Owner of his/her obligations to deliver goods, make payments, etc., as well as in case of committing illegal actions by the said person and its counterparties.

1.7. The Customer is entitled to unilaterally change the negotiated scope of services, conditions of their provision or payment procedure and terms by publishing the text of the Agreement with amendments to its conditions on the web-site: http://cpa.tl If the Contractor does not agree with the introduced changes, the Agreement is considered to be terminated on the initiative of the Contractor from the date of publication of the text of the Agreement with changes on the web-site: http://cpa.tl.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. Obligations of the Contractor:

2.1.1. During the term of this Agreement and in accordance with its conditions, the ConContractor undertakes to provide the Customer with services based on the Offer Layout to place and promote a product (service) advertisement on the Internet on a fee basis in a timely manner and with proper quality, to act in the interests of the Offer Layout Owner in order to increase sales of the product (service) and generate revenue.

2.1.2. The Contractor gets access to the list of Offer Layouts through the Traffic Light CPA CRM system on the Internet from the Customer, activates the Offer Layout which interests him and thus accepts its terms and conditions to fulfill obligations under this Agreement.

2.1.3. The Contractor shall use all information, advertising and other materials provided by the Customer, including means of identification of the Offer Layout Owner, his/her goods or works (services) performed by him/her (trademarks (brand names), trade name and (or) logo of the Offer Layout Owner, intellectual property, confidential commercial information and personal data, exclusively for the purpose of performing obligations under this Agreement. Committing acts that infringe on the specified objects and (or) entail causing harm is prohibited.

2.1.4. The Contractor is obliged to provide the Customer with a guarantee for the performed work, which includes the fact that the target actions of potential clients are not illegal, are aimed at the implementation of the advertiser's interests and comply with the terms of the Offer Layout.

2.1.5. The Contractor is obliged to comply with the confidentiality rules set out in the respective Appendix to the Agreement.

2.1.6. The Contractor makes a cash deposit to replenish the balance of his/her account in the Customer's Traffic Light CPA CRM system.

2.2. Rights of the Contractor::

2.2.1 The Contractor shall have the right to engage third parties (co- subcontractors) to perform work under this Agreement in order to fulfill obligations under this Agreement without the Customer's consent. In this case, the Contractor shall be personally responsible for the actions of the engaged parties with respect to all obligations under this Agreement.

2.2.2. The Contractor has the right to unilaterally repudiate the Agreement provided that he/she pays for the actual costs and losses incurred by the Customer.

2.3. Obligations of the Customer:

2.3.1. The Customer shall provide access to the list of Offer Layouts available at http://cpa.tl/offers within 3 (three) business days from the date of signing this Agreement.

2.3.2. The Customer shall be obliged to pay for the services of the ConContractor under this Agreement in a timely manner, in the amount, in the manner and within the time frame set forth in clause 3.1. of the Agreement.

2.4. Rights of the Customer:

2.4.1. The Customer has the right to monitor the performance of obligations under this Agreement at any time. In this case, the Customer may independently use any means available to her/him, to exercise control at his convenience, but without direct interference in the activities of the Contractor.

2.4.2. The Customer has the right to unilaterally repudiate the Agreement.

2.4.3. The Customer is obliged to comply with the confidentiality rules set out in the resspective Appendix to the Agreement.

2.4.4 The Customer has the right to charge a subscription fee of 120 (one hunhundred and twenty) Euro or 150 (one hundred and fifty) US dollars for the use of the Contractor's account in the Traffic Light CPA CRM system in case of absence of target actions of potential clients confirmed by the Offer Layout Owner and absence of logins into personal account. within 6 (six) months. Payment shall be made in rubles at the official rate of the Bank of the Republic of Ireland on the date of payment. In this case, the amount of write-off cannot exceed the actual balance of funds on the Contractor's account balance.

3. COST, PAYMENT AND SERVICE ACCEPTANCE PROCEDURE

3.1. The Contractor's service fee is calculated by the Customer's CRM system at the moment when a potential client performs the target action. Payment for the Contractor's services is made by the Customer by non-cash transfer of funds to the account of the Contractor at the time of confirmation of the target action of a potential client in the Customer's CRM-system by the Offer Layout Owner.

3.2. Calculation of cost and payment for services rendered under this Agreement shall be made in Euros or in U.S. dollars.

3.3. The validity of the transfer of funds in payment for the services rendered by the Contractor and the fact of proper provision of services is confirmed by the absence of complaints of the Parties, sent via technical channels of communication within 45 (forty-five) days from the date on which the potential client has made the respective action in the Customer's CRM system.

3.4. Change of the procedure of payment for the Contractor's services and other essential conditions of the Agreement is made by the Customer unilaterally by publishing the text of the Agreement with changes in its conditions on the web-site http://cpa.tl. If the Contractor does not agree with the introduced changes, the Agreement is considered to be terminated on the initiative of the Contractor from the date of publication of the text of the Agreement with changes on the web-site: http://cpa.tl.

3.5. Services are considered to be rendered by the Contractor from the moment of confirmation of the target action of a potential client in the Customer's CRM system by the Offer Layout Owner.

4. AGREEMENT VALIDITY PERIOD, PROCEDURE FOR ITS CONCLUSION

4.1. The Agreement shall be deemed signed by the Contractor and shall come into force from the moment of its registration in the CRM system on the web-site http://cpa.tl and shall be valid for 1 year with the right to prolong its validity each time for 1 (one) month in case none of the Parties declared its termination 5 (five) days before the termination date of this Agreement.

4.2.The Agreement is considered to be concluded after the Contractor gets acquainted with its conditions and Appendices, published on the web-site http://cpa.tl, by registering the Contractor in the Customer's CRM-system on the web-site http://cpa.tl, and step-by-step clicking on the link “Conclude the Agreement” until he/she sees the notification “The Agreement is signed successfully”.

5. LIABILITY OF THE PARTIES FORCE MAJEURE

5.1. The Parties shall be liable for non-performance or improper performance of the conditions of this Agreement in the manner prescribed by this Agreement and the legislation of the Republic of Ireland.

5.2. The Contractor shall not be liable for any interruptions and technical difficulties in providing access through the Internet to the Internet resources containing advertising and information materials (AIM) which occurred through no action or fault of the Contractor.

5.3. The Contractor shall be liable for targeted actions committed by him/her personally and (or) on his/her behalf, and (or) with his/her knowledge, aimed at the imitation of the proper performance of its obligations under this Agreement, committed against the interests of the Customer, the Offer Layout Owner and the purpose of increasing the number of potential clients (Fraud). Such actions will result in the blocking of the Contractor's account and a fine of 3 (three) times the amount of the Contractor's fee under this Agreement for each such action and the obligation to reimburse all actual expenses incurred.

5.4. The Parties shall be exempt from liability for full or partial failure to perform their obligations under this Agreement if such failure is caused by force majeure circumstances (the “force majeure”), i.e. extraordinary and unavoidable circumstances under the given conditions, including mass riots, terrorist acts, sabotage, wars, prohibitive actions of governmental agencies, natural disasters, fires, accidents and other force majeure circumstances. The fact of occurrence of these circumstances and their duration has to be documented by the competent governmental agency.

5.5. The Parties shall notify each other of the existence of force majeure circumstances through technical channels of communication within five (5) business days of their occurrence.

5.6. If occurrence of such force majeure circumstances directly affected the performance of obligations by the Parties within the time period set forth in this Agreement, such time period shall be extended proportionately by the duration of such circumstances.

6. TERMINATION OF THE AGREEMENT

6.1. The Agreement may be terminated early as agreed by the Parties or at the initiative of one of the Parties by sending each other written notices thereof through technical channels of communication.

6.2. As agreed by the Parties, the Agreement shall be deemed terminated on the date agreed upon by the Parties and specified in the notice of termination.

6.3. Upon termination of the Agreement on the initiative of one of the Parties, the initiator of the termination of the Agreement shall notify the other Party of his/her decision in writing through technical channels of communication at least 5 (five) calendar days prior to its actual termination. The date of unilateral termination has to be specified in the written notice of termination of the Agreement.

6.4. In case of termination of this Agreement on the initiative of the Customer, the he shall pay the Contractor for the documented costs incurred and the services actually rendered under the Agreement.

7. DISPUTE RESOLUTION PROCEDURE

7.1. Disputes and disagreements arising from the obligations of the Parties under this Agreement shall be resolved by negotiation and through a complaint procedure.

7.2.The written complaint shall be sent to the Party through technical channels of communication and shall be processed within 14 (fourteen) calendar days from the date of receipt. If the complaint is not processed within the specified period it is considered denial of the complaint.

7.3. If the Parties fail to agree, any dispute arising under or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be submitted to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), where such Rules shall be deemed an Appendix to this Agreement by virtue of reference thereto. The Parties agree that the arbitration court will consist of three arbitrators and that the arbitration will take place in London in the English language.

8. FINAL PROVISIONS.

8.1. This Agreement has mandatory Appendices No. 1-3: 1) Consent to Process Personal Data; 2) Confidentiality Agreement; 3) Terms, which are an integral part thereof.

8.2. The Agreement and its Appendices contain the exhaustive list of obligations of the Contractor and the Customer.

8.3. The Parties undertake to notify each other of any changes in personal data, legal entity details, bank details, legal, postal, electronic addresses, phone numbers, change of permanent executive body within 1 (one) business day from the date of the change through technical channels of communication.

9. CUSTOMER DETAILS.

Global Marketing Solutions LP (company number LP3156, registration date 01/19/2021)
Address: Office 29, Clifton House, Fitzwilliam Street Lower, Dublin 2, D02, XT91, Republic of Ireland
Web-site: http://cpa.tl
Email address: admin@cpa.tl
Director General Mr. Adrian Karp

APPENDIX NO. 1 - CONSENT TO PROCESS PERSONAL DATA

Republic of Ireland

Global Marketing Solutions LP, represented by the Director General, Mr. Andrian Karp, hereinafter referred to as the “Customer” and the Counterparty to the Agreement, hereinafter referred to as the “Contractor”, by placing in an account in the Traffic Light CPA CRM system, located on the website http://cpa.tl, voluntarily provide each other all personal data of the participants of these legal relations and third parties, necessary for proper performance of the obligations undertaken by the Parties under the Agreement, subject to the legal grounds of ownership and use of the latter.

At the same time, the Parties give voluntary informed Consent to the use of personal data within the framework of the legislation of the Republic of Ireland and in order to fulfill the obligations under this Agreement, including the promotion of goods, works, services in the market by contacting potential clients through technical means of communication, to the processing, distribution, provision, transfer and cross-border transfer, as well as other use of all (including biometric and other) personal data provided by the Parties to each other, including data received in the course of performance of obligations under the Agreement from other sources, including publicly available data, which is certified by this Appendix.

The Customer consents to the transfer and processing of personal data to third parties acting on behalf of the Contractor in order to fulfill obligations under this Agreement and under the legislation of the Republic of Ireland.

The Parties shall not conduct additional verification of personal data provided to each other with respect to its accuracy and legality of transfer from third parties, and the accuracy and legality of transfer of personal data from third parties shall be guaranteed by the transferring Party.

When processing personal data, the Parties undertake to take sufficient legal, organizational and technical measures, or to ensure that they are taken so as to provide the necessary protection of such personal data.

Withdrawal of this Consent to the use of personal data may be carried out by the Parties at any time through technical channels of communication, which entails the termination of the use of personal data by the Parties with the simultaneous termination of obligations under the Agreement between the Customer and the Contractor and its early termination at the initiative of the initiator of such withdrawal of consent.

Upon expiration of the Agreement, the Parties are not obliged to keep personal data.

This Appendix to the Agreement is published on the Internet resource http://cpa.tl along with the text of the Agreement and is an integral part thereof.

APPENDIX NO. 2 - ON CONFIDENTIALITY

Republic of Ireland

Global Marketing Solutions LP, represented by the Director General Mr. Andrian Karp, hereinafter referred to as the “Customer” and the Counterparty to the Agreement, hereinafter referred to as the “Contractor”

hereby agreed that the information transferred by posting in the Contractor's account in the Traffic Light CPA CRM system in the Internet, which can be accessed at: http://cpa.tl, and otherwise in the performance of obligations under the Agreement between the Customer and the Contractor, unless otherwise provided by the legislation of Ireland constitutes a trade secret, i.e. have an actual and (or) potential commercial value by virtue of non-public nature, which allows its owner under existing or possible circumstances to increase income, avoid unjustified expenses, maintain a position in the market of goods, works, services or obtain other commercial benefits.

At the same time, each Party gives voluntary informed Consent to the counterparty, acting within the legislation of Ireland and in order to fulfill the obligations under the Agreement, including the promotion of goods, works, services in the market through contacts with potential clients by means of communication, to use the provided information (information) constituting a trade secret exclusively f or the purpose of fulfilling the obligations under the Agreement.

The Parties undertake to take sufficient reasonable measures to maintain the confidentiality of information entrusted to them in order to fulfill their obligations and to take sufficient legal, organizational and technical measures or ensure that they are taken in order to provide he necessary protection of trade secrets (information).

Trade secrets (information) may be contained and transferred between the Parties on any carriers.

The trade secret status cannot be granted to information that cannot constitute a trade secret by virtue of the provisions of the legislation of Ireland.

Trade secrets may be disclosed at the request of judicial and other state authorities. In this case, the Party shall notify the counterparty of the fact of disclosure of confidential information through technical channels of communication.

Withdrawal of this Agreement for the use of information constituting a trade secret may be carried out by any of the Parties, at any time through technical channels of communication, which entails the termination of its use by the Parties with the simultaneous termination of obligations under the Agreement and its early termination by agreement of the Parties.


Upon expiration or early termination of the Agreement, the Parties shall continue to take sufficient and reasonable measures to protect the information constituting a trade secret for a period of three (3) years from the date of termination of their obligations under the Agreement.

This Appendix to the Agreement is published on the Internet resource http://cpa.tl along with the text of the Agreement and is an integral part thereof.

APPENDIX NO. 3 - ON THE TERMS AND CONCEPTS USED

Republic of Ireland

Global Marketing Solutions LP on the one hand, represented by Mr. Adrian Karp, the Director General, hereinafter referred to as the “Customer” and the Counterparty to the Agreement, hereinafter referred to as the “Contractor”, use the following concepts and terms in the performance of their obligations under the Agreement:

1. “Internet Network” — the worldwide global computer network for general access.

2. “Internet resource” — a set of integrated hardware and software means and information intended for publication on the Internet and displayed in certain text, graphic or audio forms. The Internet resource is accessible to Internet users through a domain name and UniformResourceLocator (URL) — a unique electronic address that allows access to the information and software-hardware system.

3. “Internet page” (HTML-page) — an internal page of the Internet resource, a set of integrated hardware and software information materials (including text, graphic), designed for publication of data on the Internet as part of the Internet site.

4. “Website” — a place on the Internet, which is defined by its address (URL), has its owner and consists of Internet pages, which are perceived as a whole.

5. “User” — any person using Internet resources.

6. “Traffic Light CPA Internet System” — a software and hardware system owned by the Customer and intended for performance of mutual obligations by the Parties under this Agreement, located in the domain zone: http://cpa.tl.

7. “Traffic Light CPA User Interface” — an interface allowing access to statistics and management of placement of information materials. Logging-in is done using the username and password at the address: http://cpa.tl.

8. “Customer's Advertising and Information Materials (AIM)” — any text, graphic, audio, video and mixed advertising and information materials, which may contain information about the Customer, his activities, works performed (services provided, goods offered), conditions of works performed (services provided, goods offered), indications of the Customer's means of identification, his goods, works, services and other information for the purposes of the Agreement.

9. “Placement of information materials” — technical placement by the Contractor of the Customer's information materials on Internet resources.

10. “Information position” — the place of placement of information materials on the Internet page.

11. “Click-Through” — redirection of HTTP-request from the Internet user's browser by the hyperlink, placed using the capabilities of the Traffic Light CPA Internet system, to the Internet address specified by the Customer.

12. “Target action” — a direct result (consequence) of a useful action of a Potential Client on the page of the Internet resource (i.e. purchase, ordering, filling out a questionnaire and other actions performed by the User), defined in the Traffic Light CPA CRM system as an appropriate goal of attracting the Potential Client.

13. “Cookie” — a piece of data created by a web server and stored on a user's computer, which the web client (usually a web browser) sends to the web server in an HTTP request each time when trying to open a page of the corresponding site.

14. “Offer Layout” — advertising and informational materials about the Customer's product or service in electronic and other form, containing sufficient information (information on the cost, as well as visual, documentary, digital and other essential information) necessary to fulfill the Contractor's obligations.

15. “Offer Layout Owner” — an advertiser who owns advertising and informational materials about a product or service, information about which is to be placed and promoted on the Internet.

16. “Target Action Confirmation” — notification of the Customer of the compliance of a target action with the conditions of the Offer Layout by Offer Layout Owner through the CRM-system.

17. “Potential client” — a person who made a useful action on the page of the advertiser's (Offer Layout Owner) Internet resource.

18. “Web-master” — a partner who provides services for placement and promotion of advertising materials on the Internet, in order to attract the target actions of potential clients in accordance with the terms of the chosen Offer Layout.

19. “Offer” — a public offer to conclude a paid services Agreement to provide services for placement and promotion of advertisement on the Internet, as well as related services of intermediary and marketing nature, addressed to the “Web-masters”.

The interpretation of these concepts and terms, as well as their definitions and meanings, shall be in accordance with the content of the Agreement.

The Parties confirmed the uniform understanding of the content and meaning of the given concepts and terms, which is certified by this Appendix.

This Appendix to the Agreement is published on the Internet resource http://cpa.tl along with the text of the Agreement and is an integral part thereof.



Be sure to carefully read the terms of the public offer and its Appendices, if you do not agree with any point of the offer, you have the right to refuse to enter into this Agreement with Global Marketing Solutions LP.

If you enter into this agreement, you agree to all of the conditions and conditions of this offer and its Appendices without exceptions or qualifications.