Framework Advertising Services Agreement

This Framework advertising services agreement is made between:

DC Digital Craft Ltd., a company incorporated and registered in Cyprus under the registration number HE 458938 (“the Company” or “the Customer”), on one hand; and Pre-Media buyer or Media buyer, depending on his status at Polee.me (the “Contractor”) on the other hand, each referred to as a “Party” and together - the “Parties”.

RECITALS

The Company allocates all Offers created by the Authors at Polee.me at cpa.polee.me marketplace and suggests the Contractor to accept any or several, thereby to provide Authors with high online lead generation.

The Contractor has special skill and resource in the sphere of social communication in Internet as well as extensive business relationships with third parties and advertising networks and therefore offers lead generation services to boost and promote Offers.

Using Polee.me marketplace (as it defined below) the Contractor agreeing to be bound by the provisions set out herein. Please also note that Terms of use of Polee.me website shall be applicable to the Contractor as well.

0. Definitions

“Active Offer” – means an Offer currently published and available for promotion on the Polee.me marketplace.

“Media Buyer” means a Contractor, who successfully passed verification procedure

“Offer” means an order for advertising services to promote an Author, issued by the Contractor.

“Ordering Author” means an Author who filled in an Offer Form at Polee.me marketplace.

“Pre-media Buyer” means a Contractor, who didn`t pass verification procedure

“Services” means certain actions set up by the Contractor to increase traffic to the Ordering Author or sales and/or attracting new users. Services can be rendered at Polee.me as well as at other platforms or websites.

“Statistics” shall mean data on Offers that have been placed and are currently being placed and on the cost of Services, which are generated by the Company’s reporting system based on the results of automatic processing, and other information determined by the Company unilaterally and which may be found by the Contractor in his account at Polee.me.

“Target action” means a certain type of activity performed by the User, which is accounted by the Company as an instance of Service being rendered by the Contractor (for example, a subscription to the Ordering Author or purchase of the Ordering Author content.

"Terminated Offer” – means an Offer that has been closed either automatically or manually by the Author.

1. Structure of the Agreement

1.1 This Agreement contains a basic set of rules that applies to each separate Offer for advertising services that the Contractor (also hereinafter referred to as “we” or “us”) may place with you during the term of this Agreement by issuing an Offer in the form as attached hereto as Annex 1 (hereinafter “Offer Form”).

1.2 We have the right to place as many Offers at the Polee.me marketplace as we deem fit. We are under no obligation to place a minimum amount of Offers

1.3 This Agreement consists of the body and all Offers issued by us that have not expired.

1.4 Each Offer contains specific terms and conditions that apply solely to the specific offer. These specific terms and conditions apply to such specific offer in addition to the general terms set out in this Agreement. In case of discrepancy between the terms set out in the Offer Form and the terms set out in the body of this Agreement, the terms set out in the Offer Form shall prevail.

1.5 By accepting an Offer, the Contractor agrees to provide marketing services on lead generation of the Offer as well as to develop leads through online lead generation and advertising network’s platforms to the Customer on the terms specified in the Offer, and the Customer agrees to pay remuneration as set in the exact Offer.

2. Onboarding procedure and Performance of Services

2.1 To become a Premedia Buyer a user shall register an account at Polee.me.

2.2 A Premedia Buyer can become a Media Buyer only upon successful finalizing verification procedure. For verification procedure we ask you to:

• Сountry of residence

• Upload your photo with a copy of valid government-issued identify document (ID) or a passport;

• Send us a source of traffic.

2.3 Media Buyers can receive a personal referral link to attract users to a page of the Author who issued the offer.

2.4 Following actions are strictly prohibited for Contractors while rendering Services:

(1) Detail the term "Polee," including any variations, translations, hints, the Polee.me domain, logo, and corporate identity elements.

(2) Outline false or misleading information: non-existent discounts or time constraints, varying prices or currencies, names and images of unrelated individuals, fabricated mechanics (such as games, applications, earnings, awards), altered products or websites (including competitor names), and fraudulent reviews, among others.

(3) Misuse neural networks in marketing materials, including deep fakes and generative videos based on original content with the purpose of insulting, causing moral harm or violating copyright or the Author`s rights.

(4) Utilize materials, sources, and geographic areas that the Author has explicitly prohibited in their offer parameters and comments.

(5) Employ bots, affiliates, chargebacks, fake accounts, stolen credit cards, illicit cryptocurrency wallets, etc., to obtain rewards for the offer.

(6) Contact the Author directly to devise fraudulent schemes for acquiring or distributing rewards.

(7) Use incentivized traffic, i.e. providing rewards to users for completing targeted actions related to the offer, and create financial pyramid schemes, among other tactics.

(8) Engage in spam practices, i.e. sending out unsolicited email and push notification campaigns, private messages on messengers, and other forms of unwanted communication.

(9) Coerce users into violating our Terms of use, i.e. supporting actions such as insulting Autjors, submitting false reports, or initiating chargebacks.

(10) Implement threats and overt psychological manipulation to compel users to complete targeted actions.

(11) Drive traffic through the use of malware or hidden software functions or employing forced clicks.

(12) Leverage the offer for money laundering purposes.

(13) Display advertisements that infringe upon copyright or violate the laws of applicable countries.

(14) Utilize content that breaches widely accepted ethical standards in the target country, including racism, sexism, discrimination, violence, or any inappropriate material involving minors (including illustrations and generative content), as well as all prohibited content mentioned in the creators’ terms of use.

(15) Incorporate references to religion and politics, as well as mentions of drugs or weapons.

(16) Alter parameters in the provided link.

(17) Insert malicious code into links within scripts on redirect services.

(18) Employ user tracking methods not authorized by Polee.

(19) Create fake creator accounts and similar offers, and carry out other deceptive practices to mislead other participants.

(20) Use technical means to circumvent territorial restrictions.

(21) Engage in cloaking: presenting different content to moderators, search engines, and end users.

2.5 The Customer may delete the Contractor account and cancel all active Offers, once he discovers any of the above-mentioned actions, carried out by the Contractor.

2.6 To eliminate cases when attracted traffic is drawn by the scheme between the Contractor and illegal sources, the Customer may use specified software to check initial sources of transition to the Contractor`s link. If such scheme is discovered, the Contractor`s award shall be diminished.

3. Payment of Services

3.1 The Contractor`s service is rendered upon Target action is performed. The amount of Contractor’s reward is available in his personal account. We may attract from time to time third parties to ensure Contractors with efficient and user-friendly personal account functionality.

3.2 Contractor`s reward may not be spent for Author`s content or any other way at Polee.me, but can be only out paid.

3.3 Payment frequency from Offer to Offer may differ. The total sum can be paid in several instalments and can be paid no more than in 29 days. The amount of each payment installment shall depend on the amount of Target actions that have been done by Users.

3.4 In certain cases, the Customer may hold the Contractor`s reward no more than for 90 days.

3.5 If Target action has a trial period, the Contractor will receive his reward at the moment of payment after the trial period.

3.6 There are no criteria whether the user shall be new at Polee.me or not.

3.7 The cost of the Target action may be changed, led by providing the Customer notification via website notifications and email message provided to the Contractor by the Customer.

3.8 The Contractor can withdraw his income if its amount exceeds $20.

3.9 Contractor`s Fee for the Offer is 20%.

3.10 Author`s Services Fee is 20%.

3.11 The Contractor`s reward (further also used as CR) is calculated in the following manner:

(i) If the Author defines this reward as Х, and the user pays the Author Y, and Author’s Service Fee is AF, and Contractor’s Service Fee is CF, then

• the User will be charged Y+VAT (if applicable)

• the Author will be compounded Y-(X×Y) and the CF×(Y-X×Y) will be paid out upon funds withdrawal from Polee.me

• Polee.me will be accrued CF×X×Y

• the Contractor will be accrued CR = X×Y-(CF×X×Y), available for outpayment without additional commissions, excluding payment processing fees if applicable

• Polee.me sponsors adverting Offer via discounting the AF×X×Y.

3.12 The Contractor can review in his personal account following details of the Offer:

Name of the Author, his nickname and avatar
Link to the Author`s profile
The Author`s comments to the Offer
Percent of the Contractor`s reward
Number of users, attracted by the Contractor to this Offer
Number of users which made any paid- for action (Target action)
Actual Contractor`s reward for this Offer

4. Intellectual property and confidentiality

4.1 The Customer hereby grants the Contractor a non-exclusive royalty-free sub-license to use, publicly display and perform, distribute and display the Author`s content as part of or in connection with promotion and marketing. Except as expressly provided herein, as between the parties, the Customer retains all rights, title and interest, including all intellectual property rights.

5. Warranties

5.1 The Contractor by accepting an Offer represents that he is authorized to enter into the legally binding agreement in accordance with applicable legislation.

5.2 The Customer represent and warrant that advertising and information materials for the offers and/or offers:

(1) do not contain any virus, Trojan horse, worm, or any malicious software which could cause injury to any party;

(2) do not violate applicable Cyprus legislation.

5.3 The Contractor hereby acknowledges and confirms, that Offers may be not in compliance with other from Cyprus legislations.

6. Governing law and jurisdiction

6.1 All disputes related to the conclusion, interpretation, execution and termination of this Agreement will be resolved by the Parties by negotiations. If the consensus is not reached by negotiations, the interested Party shall send the other Party in the pre-judicial settlement of the dispute a written claim signed by the authorized person of such Party. The Party to whom the claim is directed shall review the received claim and send a written reply to the interested Party within 14 (fourteen) calendar days from the date of claim receipt.

6.2 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the Republic of Cyprus.

7. Limitation of liability

IN NO EVENT SHALL CUSTOMER BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE CONTRACTOR'S USE OF THE SITE, OPERATION OR A PROGRAM, INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF THE CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SERVICES AT THE POLEE.ME MARKETPLACE OR IN SERVICE ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. THE CONTRACTOR USES THE SERVICE AND RUNS POLEE.ME MARKETPLACE AT OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, POLEE.ME DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF POLEE.ME MARKETPLACE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED AT THE CUSTOMER SYSTEM OR IN SERVICE AND PROVIDED BY POLEE.ME, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE CUSTOMER DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON ITS WEBSITE OR PROVIDED BY THE CUSTOMER IS ACCURATE, COMPLETE OR CURRENT.

8. Termination

The agreement entered into by the parties based on the Offer remains in effect as long as the Author's Offer is active. Once the Offer is closed by the Author, or is terminated by Polee.me, this agreement automatically ends. The agreement is governed by the version of the Offer that was in effect at the time the Contractor accepted the Author's Offer.

9. Force majeure

The force majeure events are understood as events which occur after the Effective Date, regardless of the will of the Parties, and which could not be foreseen and prevented by any reasonable actions of the Parties. The influence of these events may postpone the performance of all, or several parts of the present Agreement or other terms and conditions agreed by the Parties. The circumstances of force majeure include such events as war, mobilization, epidemic, pandemic, fire, natural disasters, traffic accidents and changes in legislation, if such events meet the criteria of this clause. The list above is not exhaustive.

10. Independent Contractor clause

The relationship between the Parties will be that of independent contractors and nothing in this Agreement is intended to nor will establish any relationship of partnership, joint venture, employment, franchise, agency or other form of legal association between the Parties. Neither Party will have, nor represent to any third party that it does have, any power or authority to bind the other Party or incur any obligations on the other Party’s behalf.

Annex 1. Offer Form

Name of the issuing Author	[Name, Surname]
Avatar of the issuing Author	[Photo or picture]
Nickname of the Author	[Nickname]
Link to the Author`s profile	[https://polee.me/user_____]
the Author`s comments to the Offer	[if any ]
Percent of the Contractor`s reward	[ from 1% to 100% ]