Service Level Agreement

Client acknowledges that ‘Antedea  OÜ’ may, in the rendition of the Services hereunder; engage third party suppliers and other vendors and subcontractors (“Subcontractors”) from time to time to provide certain services. ‘Antedea  OÜ’ shall supervise such services and endeavour to guard against any loss to Client as the result of the failure of Subcontractors to properly execute their commitments, but ‘Antedea  OÜ’ shall not be responsible for their failure, acts or omissions, except where such failure, acts or omissions are due to ‘Antedea  OÜ’’s negligence or wilful misconduct. If Client enters into arrangements with third party vendors, subcontractors or suppliers regarding the provision of materials or services (“Preferred Suppliers”) and requests that ‘Antedea  OÜ’ utilize such Preferred Suppliers in the discharge of ‘Antedea  OÜ’’s obligations hereunder, Client remains solely responsible for such Preferred Suppliers.

‘Antedea  OÜ’ shall submit to Client for its approval all elements of any materials to be produced or placed hereunder, including, but not limited to, all copy, layouts, slogans, websites artworks, graphic materials, and photography (collectively, “Materials”). Submission for prior approval of Materials will not be required to the extent that they are preliminary only.

Should Client request ‘Antedea  OÜ’ to make purchases for or render services to any parent, subsidiary, or affiliate of Client “(Client Affiliate”), Client and such Client Affiliate shall be jointly and severally liable to ‘Antedea Corporation OÜ’ even though ‘Antedea Corporation OÜ’ may render invoices to, or in the name of, such Client Affiliate.

• The Client must provide Admavic with a current, valid, accepted method of payment (the “Payment Method”) and billing details to use Antedea Corporation OÜ services.
• Upon the registration and at the beginning of each Subscription Period the Client’s Payment Method shall be charged with the subscription fee according to the ‘Pricing’ section’ or as individually agreed with the Client (the: “Subscription Fee”). First monthly billing period for the Subscription Period (the “Billing Cycle”) starts when the invoice is issued and lasts for the entire period purchased. The Client gains access to their account when the full amount of the Subscription Fee is credited to the Admavic’s account. If in a given month there is no day corresponding to the day when the Billing Cycle began, the Billing Cycle shall end on the previous day or on the following days according to Admavic’s sole discretion. The next Billing Cycle starts accordingly, however the Billing Cycle starting date may change due to changes in Subscription such as an upgrade.
• All plans adhere to the usage structure which is defined as the “Event”. The Event is defined as any services, click and conversion, any and or all of which will be totalled to calculate final costs. The number of the Events included in the Client’s Subscription depends on the chosen plan. If the total number of the Events exceeds the included limit specified in the chosen plan, the Client will be additionally billed for the extra number of the Events (the “Overages”) accrued during the previous Billing Cycle. Events and Overages are calculated on the monthly basis. On individual basis Admavic reserves the right not to take into account and measure any Events that exceed the limit specified in the chosen plan. Overage charges are determined in accordance to the plan chosen. The cost associated with an overage use is defined in the ‘Pricing’ section or individually agreed with the Client.
• The total amount of the Subscription Fee varies depending on the Client’s chosen plan, cost of Overages and cost of any additional features, services or modifications of the Client’s account that were not included in the pricing plan (for more information, go to the ‘Pricing’ section).
• To ensure uninterrupted service, the monthly Subscription is renewed automatically and the Subscription Fee will be charged on a monthly basis according to the Payment Method chosen by the Client upon the registration and at the beginning of each Billing Cycle. In the event that the Billing Cycle begins on a day not included in a given month, Admavic reserves the right to bill according to the chosen Payment Method and point 5.2 of these Terms and Conditions.
• Annual (1 year) Subscription Period consists of 12 consecutive monthly Billing Cycles and is calculated as a price of the Subscription Fee for selected monthly plan and multiplied by 12. The Subscription Fee for annual and longer Subscription Periods is payable in advance for the entire Subscription Period. Overage charges apply also to annual plans and are settled according to point 5.3 above. On individual basis Admavic reserves the right to sign an additional agreement (the “Insertion Orders”), in particular with Clients who choose Subscription Period longer than 12 months and on individually priced plans. Admavic reserves also the right to apply discounts on any Clients’ Subscriptions or Subscription Fees.
• Each Subscription consisting of annual or longer Subscription Period shall automatically renew for successive term corresponding to the duration of the Subscription Period (e.g. the Subscription with annual Subscription Period is automatically renewed for another one year term). To prevent the automatic renewal, the Client is required to provide written notice of its intent to not renew the Subscription, no less than sixty (60) days prior to the end of the current Subscription Period. The Subscription Fee for any annual or longer Subscription Period is non-refundable if the Client terminates this agreement later. The Subscription Fee paid already in advance for current Subscription Period is non-refundable as well if the Client terminates the Subscription earlier.
• The chosen plan can be upgraded and the next Subscription Period begins on the moment of upgrade. The chosen plan can be downgraded at the end of the Subscription Period and it is not subject to refund.
• The Client has to cancel the Subscription before it renews in order to avoid billing for the next Billing Cycle.
• If the payment cannot be charged to the Client’s credit card, Admavic may suspend or terminate the Client’s account and the Client shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by Admavic in collecting due amounts plus interest at the highest rate permissible under Polish law.
• All payments are in Euro. The Client’s account shall be debited with corresponding fees in accordance with current rates.
• Admavic reserves the right to change its payment policies any time in its sole discretion.
• As a rule, Admavic does not guarantee any refunds. In no case while using Antedea Corporation OÜ services, Client is entitled to a refund of any expenses, costs or other amounts incurred by the Client due to the use of services provided by Admavic , especially to refund of the Subscription Fee if the Client terminates the Subscription earlier than on the end of the Subscription Period.
• According to the relevant payment providers’ policies some of the transactions may demand Strong Customer Authentication (SCA), which means that electronic payment is performed with multi-factor authentication to increase the security of such a payment.
• By accepting the Terms and Conditions, the Client concludes with Admavic the agreement on which basis it autorises Admavic to charge each month variable recurring amounts from the Client’s card in order to the payment of subscription fee and prospective Overages amounts without further action required from the Client (merchant-initiated transactions). In this case, only the first transaction shall generally demand SCA.
• Variable recurring amounts are charged from the Client’s card on the basis of the chosen plan and the amount of Overages calculated according to point 5.3 above.
• The type of used multi-factor authentication as well as demanding SCA in any case depends on the policy of the relevant payment provider that is used by the Client to make a payment.

‘Antedea  OÜ’ may create or develop trademarks for Client, in the form of taglines, slogans, logos, designs, or product and brand names (collectively, the “Marks. Client shall ultimately be responsible for confirming availability and registering such Marks, even though, pursuant to the SOW, ‘Antedea Corporation OÜ’ may assist in coordinating the effort associated with clearing and registering the Marks.

In addition to any other fees set forth in this Agreement, Client shall be required to purchase any applicable third party licenses for any third party products that are necessary for ‘Antedea  OÜ’ to design and develop Client marketing websites. Such third party products may include, but are not limited to: server-side applications, clip art, “back-end” applications, music, stock images, or any other copyrighted work which ‘Antedea Corporation OÜ’ deems necessary to purchase on behalf of Client. In the event any such third party product exceeds $50.00 per product, ‘Antedea  OÜ’ shall obtain Client’s prior written consent before incorporating such third party product.

Client hereby grants ‘Antedea  OÜ’ the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a Client of ‘Antedea  OÜ’ and a brief scope of services provided. In addition, Client hereby grants ‘Antedea  OÜ’ the right to display its logo (or other identifying information) and a hyperlink to ‘Antedea  OÜ’ website on the home page of Client’ website. Any use of ‘Antedea  OÜ’’s logos or links on Client’s website must be approved in writing by ‘Antedea  OÜ’. Either party may elect to issue a press release related to this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld.

• The Subscription (an access to the Antedea  OÜ services) shall continue unless and until Admavic terminates it or the client cancels it in the Antedea  OÜ panel/Settings/Billing & Subscription tab or by contacting Admavic’s Customer Support Team. Regardless of the circumstances, such termination shall not give rise to Admavic’s liability.
• In the event of any termination client shall not be entitled to any refunds of any fees. Any outstanding balance for Antedea Corporation OÜ use rendered through the date of termination, and other unpaid obligations during the remainder of the billing period shall be immediately due and payable in full. All data, files or other information stored in the client account shall be no longer available to client except as provided in the DPA.
• The termination of this agreement shall automatically, and without further action by Admavic, terminate and extinguish the client right to use Antedea  OÜ.
• Admavic may suspend or terminate the client access to Antedea Corporation OÜ at any time, without advance notice, for any reason that Admavic finds valid in its sole discretion, including but not limited to where Admavic believes that:

(A) The client is in any way in breach of the Terms and Conditions;

(B) The client, at any time, is conducting activities that do not fully comply with all applicable local, state, federal and foreign laws, rules and regulations;

(C) The client is late with any payment for the usage of Antedea Corporation OÜ for the period of 7 days from the date of payment;

(D)The client overage charges (referred to in point 5.3. of this Terms and Conditions) have been exceeded by four times in relation to the pricing plan chosen by this client.

The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which:

(i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, ‘Antedea Corporation OÜ’ and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date.

‘Antedea Corporation OÜ’ will issue a complete refund for subscription-based plans if they fail to solve even a single matter for you within the initial 30 days of the subscription. However, there is one or more solved matters, the amount for the Subscription Service will not be subjected to a complete refund. In spite of this policy, ‘Antedea Corporation OÜ’ possibly will agree to invoke a partial refund of Subscription fees after subtracting the charges for servicing the client on a case-by-case basis, at its sole prudence.

• For the incident-based campaign, a client will be entitled to refund if any of the subsequent conditions are fulfilled:

1. The client has all the requisites that are necessary to solve the issue.
2. The problem is not solved until the time account was active.
3. Before 30 days until ‘Antedea Corporation OÜ’, has worked on the related problem.

(a) Client Indemnity.
Client shall indemnify, defend, and hold harmless ‘Antedea Corporation OÜ’, its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each an “‘Antedea Corporation OÜ’ Indemnitee”) from and against any and all Loss incurred by an ‘Antedea Corporation OÜ’ indemnity based upon or arising out of any third-party claim, allegation, demand, suit, or proceeding (each, a “Claim”) made or brought against any ‘Antedea Corporation OÜ’ Indemnity with respect to any advertising, branding, research or other products or services which ‘Antedea Corporation OÜ’ prepared or performed for Client hereunder to the extent that such Claim relates, in whole or substantial part, to:

• The inaccuracy of any information supplied by Client or its agents to ‘Antedea Corporation OÜ’ including, without limitation, information concerning Client products and services, the products or services of Client competitors Client product or service category;
• The use of any marketing, branding, research, advertising, packaging, trademark, developments or other materials, or components thereof, furnished by Client or its agents to ‘Antedea Corporation OÜ’ to be included in any Materials or media placements;
• The use of any materials or data provided or created by ‘Antedea Corporation OÜ’ and changed by Client or its agents or used in a manner different from that agreed by the parties;
• Risks or restrictions known by Client where Client nonetheless elected to proceed;
• Death, personal injury, or product liability (including health and safety) claims or actions arising from the use Client products and services;
• The unauthorized or improper use of Materials or the Marks by Client, Client designees, licensees, distributors, franchisees or Client Affiliates;
• Claims brought Client employees for employment discrimination, other employment or labor disputes, breach of contract, personal injury or other civil law matters, or claims brought by those parties with whom Client has a contractual or supplier relationship;
• Allegations of patent, trademark or trade dress infringement or any other violation of a patent, trademark or trade dress right;
• Any material breach of the terms of this Agreement by, or any act of omission of, Client or its agents or employees relating to media commitments made by ‘Antedea Corporation OÜ’ pursuant to Client approval as provided for herein; and
• The negligence, gross negligence, bad faith, or intentional or wilful misconduct of Client or its employees, agents or Client Affiliates.

(b) ‘Antedea Corporation OÜ’ Indemnity. Excluding claims covered by Section 11(a), ‘Antedea Corporation OÜ’ shall indemnify, defend, and hold harmless Client, the Client Affiliates, and their respective employees, members, managers, officers, directors, shareholders, and agents (each a “Client Indemnitee”) from and against any and all Loss incurred by a Client Indemnitee based upon or arising out of any Claim made or brought against Client arising out of the production or dissemination of materials produced hereunder that involve (i) libel, slander, defamation, copyright infringement, right of publicity and/or invasion of right of privacy arising out of work created by ‘Antedea Corporation OÜ’ and in final form (i.e., ready to be disseminated to the public); or (ii) damage to or destruction of personal property, injury to or death of any person directly attributable to or arising out of ‘Antedea Corporation OÜ’’s negligence or wilful misconduct in connection with the performance of the Services hereunder.

(c) Third Party Investigations of Client. In addition, Client shall reimburse ‘Antedea Corporation OÜ’ for all costs and expenses (including reasonable attorneys’ fees and costs) incurred by ‘Antedea Corporation OÜ’ resulting from any third-party investigation of the acts or practices of Client including, without limitation, any costs or expenses related to compliance with any third party subpoena or other discovery request. Should ‘Antedea Corporation OÜ’ be served with a third party subpoena in connection with Services it performed for Client, ‘Antedea Corporation OÜ’ shall promptly advise Client and consult with Client regarding ‘Antedea Corporation OÜ’’s response to the subpoena to the extent the subpoena seeks Client data, documents, or information pertaining Client so that Client may have an opportunity to seek appropriate relief.

(d) Notification of Claims. A party entitled to be indemnified pursuant to this Section 12 (the “Indemnified Party”) shall provide prompt written notice to the party liable for such indemnification (the “Indemnifying Party”) of any claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder. Additionally, the Indemnifying Party shall employ counsel reasonably acceptable to the Indemnified Party to defend any such claim or demand asserted against the Indemnified Party. The Indemnified Party shall have the right to participate in the defence of any such claim or demand at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in any such defence. In addition, the Indemnified Party shall at all times have the right to fully participate in any settlement which it reasonably believes would have an adverse effect on its business, but the Indemnified Party shall not make any settlement of any Claims that might give rise to liability of the Indemnifying Party without the prior written consent of the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim or demand.

(e) LIMITATION OF LIABILITY. EXCLUDING INDEMNIFICATION OBLIGATIONS OR DAMAGES ARISING FROM BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOST PROFITS (excluding direct damages for ‘Antedea Corporation OÜ’’s anticipated fees), BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY, NOR SHALL ‘ANTEDEA CORPORATION OÜ’’S AGGREGATE LIABILITY FOR ANY OTHER DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE REVENUE PAID BY CLIENT TO ‘ANTEDEA CORPORATION OÜ’ IN ACCORDANCE WITH THE APPLICABLE SOW.

• (a) Work Product. All Materials developed or prepared by ‘Antedea Corporation OÜ’ or its employees or Subcontractors for Client hereunder that are subject to copyright, trademark, patent, or similar protection shall become the property of Client and deemed “Work Product” provided that (i) the Materials are produced in final form (i.e., ready to be disseminated to the public) by ‘Antedea Corporation OÜ’ for Client within six (6) months of being proposed by ‘Antedea Corporation OÜ’ and (ii) Client has paid to ‘Antedea Corporation OÜ’ all fees and costs associated with creating and, where applicable, producing the Materials. All title and interest to Work Product shall vest in Client as “works made for hire” within the meaning of the United States Copyright Act. To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in Client as a work made for hire or any such Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by ‘Antedea Corporation OÜ’ to Client. In order to assure that its employees and Subcontractors do not possess proprietary rights in the Work Product that are inconsistent with Client possession of such rights, ‘Antedea Corporation OÜ’ will, as necessary, obtain the assignment and conveyance to Client, or to ‘Antedea Corporation OÜ’ for the benefit of Client, of any proprietary rights that such persons or entities may then have or may have in the future to such Work Product.
• (b) Third Party Licenses. Notwithstanding the provisions of Section 12(a) (ii) above, it is understood that ‘Antedea Corporation OÜ’ often licenses materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor, and Client agrees that it remains bound by the terms of such licenses and that it does not obtain proprietary rights in such third party materials beyond the terms and conditions contained in the pertinent license. ‘Antedea Corporation OÜ’ will keep Client informed of any such limitations.
• (c) ‘Antedea Corporation OÜ’ Materials. Notwithstanding any other provision of this Agreement, ‘Antedea Corporation OÜ’ shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, source code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by ‘Antedea Corporation OÜ’ or its licensors, and regardless of whether incorporated in any Work Product, (i) prior to the Effective Date; (ii) independently of, or not in connection with the performance of, the Services; (iii) in the general conduct of its business or to serve general functions that are not specific to Client unique requirements; or (iv) if generally applicable, non-site specific and unrelated to the “look and feel” of the Materials or other deliverable, in connection with the Services (or partially in connection with the Services) (collectively, “‘Antedea Corporation OÜ’ Materials”). Subject to fulfilment of Client payment obligations hereunder, ‘Antedea Corporation OÜ’ hereby grants Client a worldwide, perpetual, irrevocable, royalty-free, nonexclusive license, with right to sub license (but only for the benefit of Client or its permitted successors or assigns), to use ‘Antedea Corporation OÜ’ Materials actually incorporated into Work Product pursuant to this Agreement as necessary for or in connection with the use, management and maintenance of such Work Product, provided that Client shall not have the right to publish or distribute any ‘Antedea Corporation OÜ’ Materials other than as part of such Work Product or to create derivative works of ‘Antedea Corporation OÜ’ Materials.

This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the internal laws of the State of Estonia, without regard to its conflict of laws rules or choice of law principles. Exclusive jurisdiction and venue for any claims made by either party against the other shall be within the state and federal courts located in the State of Estonia.

Notices under this Agreement are sufficient if given by nationally recognized overnight courier service, certified mail (return receipt requested), or personal delivery to the other party at the address below:

If to ‘Antedea Corporation OÜ’:

Mr.Arijeet Das
‘Antedea Corporation OÜ’
Laki tn 30,Mustamäe linnaosa,Tallinn, Harju maakond, 12915

If to Client: Attn: __Client Name__
(Client Address)

Notice is effective: (i) when delivered personally, (ii) three (3) business days after sent by certified mail, or (iii) on the business day after sent by a nationally recognized courier service for next day delivery. A party may change its notice address by giving notice in accordance with this paragraph.

The failure of any party to seek redress for violation of or to insist upon the strict performance of any agreement, covenant or condition of this Agreement shall not constitute a waiver with respect thereto or with respect to any subsequent act.

This Agreement is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise

This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

Except as may be necessary in the rendition of the Services as provided herein, neither ‘Antedea Corporation OÜ’ nor Client may assign any part or all of this Agreement, or subcontract or delegate any of their respective rights or obligations under this Agreement, without the other party’s prior written consent. Any attempt to assign, subcontract, or delegate in violation of this paragraph is void in each instance.

Paragraph headings and captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision thereof.

Wherever possible each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under any such law, such provision shall be limited to the minimum extent necessary to render the same valid or shall be excised from this Agreement, as the circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited or as if said provision had not been included herein, as the case may be, and enforced to the maximum extent permitted by law, and the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated by this Agreement can be consummated as contemplated.

Neither Client nor ‘Antedea Corporation OÜ’ shall be liable to the other for any failure, inability, or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including, without limitation, an Act of God, war, strike, or fire; but due diligence shall be used in curing such cause and in resuming performance.

Client and ‘Antedea Corporation OÜ’ agree that ‘Antedea Corporation OÜ’ shall perform its duties under this Agreement as an independent contractor. Furthermore, ‘Antedea Corporation OÜ’ is not a true party of interest of Client, and therefore, limited in its control over Client business.

Provisions of this Agreement, the performance of which by either or both parties, or by their sense and context, are intended to survive, will survive the completion, expiration, termination or cancellation of this Agreement.

This Agreement and the Schedules attached hereto constitute the entire agreement between ‘Antedea Corporation OÜ’ and Client relating to the subject matter hereof and supersedes any prior agreement or understandings between them. This Agreement may not be modified or amended unless such modification or amendment is agreed to by both ‘Antedea Corporation OÜ’ Clients’ in writing.