OFFER

for concluding the Advertising and Copyright Assignment Agreement

London, Great Britain, version from the 5th of June, 2018

“WebWork” Limited Liability Partnership hereinafter referred to as “the Client", proposes the present Offer for concluding the Advertising Agreement. Having accepted the present Offer, you hereinafter referred to as “the Service provider”, shall conclude an Agreement on the conditions, procedures, and volumes defined in the present Offer. Further, the Client and the Service provider, jointly referred to as “the Parties”, have concluded the present Agreement (hereinafter – “the Agreement”) as follows:

TERMS AND DEFINITIONS

“Client” – a party in Agreement, incorporated and registered in the United Kingdom, with registration number OC421818, and whose registered office is at 8-12 New Bridge St, London, UK, EC4V 6AL.

“Service provider” – a natural person who has reached the age of 18, has legal capacity, who is not a tax resident of the United Kingdom of Great Britain and Northern Ireland.

"System" - Client's computer system that records the Service provider 's actions, that represents a set of computers (servers), computer software and databases.

"Territory" - the territory of the states of the United Kingdom of Great Britain and Northern Ireland.

"Device" - the Service provider 's device, from which the Service provider gains or may gain access to the System. The Device and its software shall comply with the Service provider’s requirements.

"User Account" - the electronic register entry contained in the System and relating to (and only to) the Service provider, which includes data on the Service provider and its actions in the System, in particular, identification data for access to the System.

“Personal Data” - any information relating to an identified or identifiable the natural person (‘data subject’). The identifiable is a natural person, one who can be identified, directly or indirectly, in particular by reference to a set of identifiers such as a full name, phone number and email address.

“Account in social network”- Service provider’s account in Instagram, Youtube etc.

“Site” – web-site webvork.com.

1.SUBJECT OF THE AGREEMENT

1.1. The Client shall assign and the Service Provider shall perform Internet marketing services by publishing and posting video clips, photos and other literary and artistic works (hereinafter “Work”) in his Account(s) in social networks in accordance with this Agreement. The scope of Work, prices, the name of the social network for Works publishing shall be determined by the Parties via their emails in writing.

1.2. The Client has the right to issue an instruction to the Service provider in the form of the Assignment sent to the Service provider in electronic form. The task contains a list of required Works and other information at the discretion of the Client.

1.3. The Service provider undertakes to perform Works observing the obligatory requirements to the performance of Works, established by the Client.

1.4. The Works shall be performed outside the Territory and in the period when the Service provider is other than a tax resident of the Territory. If the Client discovers that Work is performed outside the Territory or by the person that is a tax resident of the Territory, the Client has a right to terminate the Service provider's access to the System and require indemnification against losses.

2.AGREEMENT CONCLUSION AND PERFORMANCE PROCEDURE

2.1. The Service provider accepts the Offer by providing the following data (for registration in the System):

• Account(s) in social network(s);
• payment details;
• e-mail address upon registration in the System;
• acceptance of the Offer and the Service provider's statements concerning the Agreement;
• first login in the System upon the Client's approval of the Service provider's registration.

The offer is effective from the date first before written. The offer version can be amended by the Client at its sole discretion and published on the Site. The offer comes into force after taking the Service provider all of the above steps.

2.2. The Client is under no obligation to register the Service provider in the System. The Client shall resolve on the Service provider's registration in the System at its own discretion. The Client is under no obligation to explain the registration denial reasons to the Service provider.

2.3. The System is programmed so that the Service provider cannot use the System and perform Works until the Service provider has read, understood and accepted the Offer.

3.COPYRIGHT

3.1. The Service provider agrees to assign and does hereby assigns to the Client all and any copyright for Work(s) including without limitations reproduction, translation, distribution, broadcasting and wire it.

3.2. Created Works are subject to approval by the Client. The Client acquires title to all copyrights to created Works upon such approval.

3.3. The Service provider ensures that he has a consent of all people imaged on the photos, in video clips, to use, publish, assign or transfer their image in Works under this Agreement.

3.4. The Service provider agrees, at the request of the Client, to promptly sign all documents and acts in paper form that acknowledge the assigning of сopyright to the Client under Client’s request.

3.5. The Service provider waives its moral rights.

3.6. The Client as the owner of all copyrights to Works, grants the Service provider a free (non)-exclusive, non-transferrable license to copy, use and publish them.

4. TERMS OF SERVICES

4.1. The Service provider shall:

4.1.1. warrant that his account(s) in the social network shall be public and posts in it shall be able for public access.

4.1.2. place Work(s) in his account(s) in the social network(s) for at least 3 years.

4.1.3. publish Work only after its approval by the Client.

4.1.4. ensure safety, correct usage of information required for the performance of the Work after their receiving.

4.1.5. notify the Client promptly and, until further instructions have been received from the Client, suspend the Work, if the following is discovered: the information transferred by the Client is/are unsuitable or defective; the consequences potentially disadvantageous for the Client of performing its instruction on the performance of the Service method; any other circumstances beyond the Service provider's control, which may affect the Service quality or lead time or prevent from its timely completion. The Service provider who did not warn the Client of such circumstances or who continued the Service without waiting for the Client's response shall not be entitled to refer to these circumstances when the respective claims are asserted against the Service provider or by the Service provider against the Client.

4.2. The Client shall:

4.2.1. provide the Service provider with informational materials required for the performance of the Service;

4.2.2. provide the Service provider with all necessary information on the required Work;

4.2.3. accept Work within the period of time envisaged herein;

4.2.4. notify the Service provider of detected drawbacks in Work, which the routine acceptance method failed to reveal, within One (1) months from their detection.

4.3. The Client reserves the right to claim for amendments if Work is not complied with the terms of this Agreement.

5.USE OF THE USER ACCOUNT

5.1. The Service provider shall take efforts to prevent third parties' access to the User Account and the Device, from which the Service provider takes steps in the System. The Service provider does not have the right to transmit the data required for authorization in the System to any third parties or provide access to the System to third parties after the Service provider underwent the authorization.

5.2. The User shall, when dealing with the System using the User Account, take implicative steps, with which the Parties connect the occurrence, modification and termination of their rights and obligations. The content of some of the above steps and their consequences not stipulated in the Agreement are described in the System.

5.3. If the password is lost, the Service provider's access to the System shall be restored at the Service provider's application. The Client has a right to pose any additional questions in order to restore the password. The Client is under no obligation to restore the password if the Client believes there is no absolute identity between the Service provider and the person making the password restoration request. In this case, the Client may require that the Service provider takes some further steps for identification (personal presence, notarial certification etc.), and the Service provider shall take these steps to have the password restored.

6. FEE AMOUNT AND PAYMENT PROCEDURE

6.1. The fees for publishing of each Work and for assigning of copyright on Work are to be agreed with the Service provider via e-mail specified by each party in the System and in the Clause 9 hereof.

6.2. The fees shall be paid for the accounting period on or not later than the 10th day of the current month following the accounting period, unless the Client has objections to provided Works.

6.3. The fees shall be paid to the Service provider by wire transfer of the payable money at the Service provider's details specified by the Service provider in the System or otherwise, upon agreement between the Parties.

6.4. The Service provider shall pay its own tax itself according to its tax residence. The Client shall pay the fee without any deductions or withholding.

6.5. The accounting month shall be fixed as equal to the current calendar month in which Work is performed (hereinafter the "accounting period").

6.6. The Client shall submit the report of provided works and accrued fee by posting the information in the System or by other method agreed upon by the Parties.

7. CONFIDENTIALITY

7.1. Any information (oral or written) received by the Service provider from the Client, its representatives and/or legal entities (employees of such legal entities) controlled by the Client and/or other legal entities and individuals, which is directly or indirectly related to the Client, shall be Client's confidential information that constitutes the Client’s business secret, whether or not there is a special indication as to the confidential nature of such information (hereinafter "Information"/ "Confidential Information").

7.2. Any transfer of this information to third parties is possible only with the prior written consent of the Client, except for the cases required for the purposes of fulfilling the obligations stipulated by civil law contracts with Client, as well as corresponding to the requirements of the English laws.

7.3. The Service provider undertakes to immediately notify the Client of any fact of disclosure or threat of disclosure, illegal receipt or illegal use of information that is confidential and constituting a commercial secret by a third party which was committed by or became known to the Service provider.

7.4. The Client has a right to unilaterally lift the confidentiality status of any information, with the respective notice to the Service provider.

7.5. The Service provider shall keep this Agreement confidential by reasonable and adequate efforts, according to the professional standards, and in particular, refrain from disclosing to third parties the confidential nature of the information transferred to the Service provider, unless such compliance with confidentiality provisions contradicts English laws.

7.6. The requirements of this article do not apply to information: that is generally known; disclosing of the Client to third parties without restriction; disclosing in accordance with the requirements of the applicable law.

7.7. The Service provider shall disclose confidential information to governmental authorities that are competent to request such information, according to applicable law, based on a duly issued request for provision of such information; provided that the Service provider shall not be liable for such disclosure but is liable for its content.

7.8. The Service provider shall:

• keep confidential the information by reasonable and adequate efforts;
• not disclose the confidential information, including but not limited to information:
• information on the organizational framework, the information disclosing Client’s management system, in particular, information on changes;
• information on the applied original methods to manage the Client;
• information on preparation, adoption and performance of individual resolutions of Client's management on commercial, organizational and other issues;
• information on actual hosting, goals, subject and results of meetings and conferences of Client's management bodies;
• information disclosing the safeguarding system, access mode, and safeguarding equipment system;
• information on Client's projects being elaborated, development plans and activities
• information on Client's internal regulations
• refrain from disclosing and copying the confidential information that constitutes business secret, which is owned by Client and its counterparties
• advise Client of all third parties' that may be prejudicial to the Webwork's interests;
• notify Client of loss or shortage information that constitutes business secret and other facts that may lead to disclosure of Client's business secret as well as the reasons of information leakage.

7.8. The confidentiality mode shall apply within the term hereof and for Five (5) years thereafter.

8. DATA PROTECTION

8.1. Any Personal Data shall be processed pursuant to Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and rules relating to the free movement of personal data. It shall be processed solely for the purposes of the performance, management and followup of the Agreement.

9. E-INFORMATION AND E-MESSAGE EXCHANGE

9.1. The Parties exchange electronic information via the System and / or e-mail addresses or the details of the Internet messenger specified on the Client's side in the System, and on the part of the Service provider in its questionnaire related to the Account. An e-message transmitted via System and / or such addresses (requisites) is deemed to originate from the Party. An e-message transmitted via System and / or such addresses (requisites) is deemed to be delivered, even if the Party has not read such a message. E-mail address of the Client is indicated by him in the System. E-mail address of the Service provider: any address in @webvork.com domain name.

9.2. An e-message shall be deemed delivered:

9.2.1. for a message sent by e-mail, on the date when it was sent, provided that within 24 hours from the date of sending the sender did not receive a message that the mail was not delivered;

9.2.2. for a message sent via sms, at the hour of its sending, provided that within 24 hours from the date of sending the sender did not receive a message that the sms was not delivered;

9.2.3. for a message sent via the Internet messenger, at the time when the Internet messenger operator confirmed its sending;

9.2.4. for a message sent via the System, at the time the System confirmed its delivery.

10. LIABILITY

10.1. The Service provider shall indemnify and hold harmless the Client from and against all damages, losses, costs, claims, actions, demand, expenses, compensation and liabilities resulting from violation of the Agreement. The Parties are agreed that indemnity can be withhold by the Client from the Service provider’s fee.

10.2. The Service provider shall defend and indemnify the Client and its affiliates, directors, officers, employees and agents from and against any and all third party claims relating to, arising out of or resulting from gross negligence or willful misconduct of the Service provider in the performance of his obligations hereunder, or breach of this Agreement, other than to the extent such third party claims are attributable to the gross negligence, negligence, willful misconduct or breach of this Agreement by any person so indemnified.

10.3. The Parties especially agreed and confirm that the Service provider’s indemnity shall cover any damages, losses, costs, claims, actions, demand, expenses, compensation and liabilities resulting from its breach of data protection terms and obligations provided for by the present Agreement.

10.4. The Client shall be liable for any loss or damage caused by himself in performance of the Agreement.

10.5. For every gross negligence, willful misconduct of the Service provider in the performance of his obligations or breach of this Agreement the Client reserves a right to lien the fee for any amounts which are followed from gross negligence, willful misconduct of the Service provider in the performance of his obligations or from breach of this Agreement.

11. CONFLICT OF INTERESTS

11.1. The Service provider shall take all necessary measures to prevent any situation that could compromise the impartial and objective performance of the Agreement. Such conflict of interests could arise in particular as a result of economic interest, political or national affinity, family or emotional ties, or any other relevant connection or shared interest. Any conflict of interests which could arise during performance of the Agreement must be notified to the Client in writing without delay. In the event of such conflict, the Service provider shall immediately take all necessary steps to resolve it.

11.2. The Client reserves the right to verify that such measures are adequate and may require additional measures to be taken, if necessary, within a time limit which it shall set. The Service provider shall ensure that his staff, board and directors are not placed in a situation which could give rise to conflict of interests. The Service provider shall replace, immediately and without compensation from the Client, any member of his staff exposed to such a situation.

11.3. The Service provider shall abstain from any contact likely to compromise his independence.

12. APPLICABLE LAW AND SETTLEMENT OF DISPUTE

12.1. This Agreement shall be governed by and interpreted in accordance with English laws.

12.2. The parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute that arises during the continuance of the Agreement. The period of negotiation is 14 (fouгteen) calendar days.

12.3. The Parties will also resolve disputes by sending the guilty party a written claim. The response period to a written claim shall be 14 (fourteen) calendar days from the claim receipt by the guilty party.

12.4. The disputes that can not be resolved by the parties in an amicable way, may be refered to the ordinary courts for decision.

13. TERMINATION OF THE AGREEMENT

13.1. The Client may at any moment terminate the Agreement if the Service provider is not performing his tasks or is performing them poorly or has committed substantial errors, irregularities or fraud, or is in serious breach of his obligations under the Agreement The Client must formally notify the Service provider of its intention, include the reasons why and invite him to submit any observations within 30 days of receiving notification. If the Client does not accept these observations, it will formally notify confirmation of the termination. The termination will take effect on the date the notification is sent by the Client.

13.2. The Service provider may at any moment terminate the Agreement if he is not able to fulfil their obligations in carrying out the required Works. The Service provider must formally notify the Client and include the reasons why by giving 15 days’ notice. The termination will take effect on the date the Client will formally notify confirmation of the termination.

14. WARRANTY

14.1. The Service provider warrants to the Client that all Works and this Agreement will be of satisfactory quality and fit for purposes of the Agreement and will be free from defects in providing.

14.2. If Works are not perfomed in whole or in a part in accordance with this Agreement then the Client shall be entitled where appropriate to:

14.2.1. require the Service provider promptly to re-perform the relevant part of Works without additional charge.

14.2.2. assess the cost of remedying the failure the "Assessed Cost” and to deduct from any sums due to the Service provider the Assessed Cost for the period that such failure continues

15. TERM OF THE AGREEMENT

15.1. The Agreement shall inure upon its signing and is valid for 3 years.

15.2. Upon expiry of its initial term, the Agreement shall be automatically extended for another calendar month, unless either Party notifies the other Party in writing of its intention to terminate the Agreement.

16. MISCELLANEOUS

16.1. The Parties shall communicate the change in their location, bank details, telephone numbers, telefax numbers to each other within two days from such changes.

16.2. The relations of the Parties under this Agreement are not the relations of the Employee and the Employer. This Agreement does not create any right enforceable by any person who is not a Party hereto except that a person who is the permitted successor to or assignee of the rights of a Party hereto is deemed to be a Party to this Agreement and the rights of such successor or assignee shall, subject to and upon any succession or assignment permitted by this Agreement, be regulated by the terms of this Agreement.

16.3. Any amendment to the Agreement shall be the subject of a written agreement concluded by the Parties of the agreement. An oral agreement shall not be binding on the Parties of the agreement.

16.4. Upon conclusion hereof, this Agreement shall supersede and invalidate all prior correspondence, documents and negotiations between the Parties on issues being the subject matter hereof.

Terms of work