General Terms And Conditions of Agreements

Version valid from 29.10.2021r.

1. SUBJECT OF THE AGREEMENT

  1. The subject of the Agreement is paid provision of Services by inStreamly for the Brand.
  2. Services will be performed in accordance with the Brief submitted by the Brand.
  3. inStreamly undertakes to exercise due diligence in performing Services. inStreamly represents thereby that the Agreement is an agreement of due diligence, not of a result. This means that inStreamly does not guarantee the achievement of a result in the form of, in particular, increased sales, increased brand recognition, increased traffic, etc.

2. SETTLEMENT MODELS

  1. Services are performed according to one of the two settlement models:
  2. a) CPC (cost per click) – in this model, the Brand pays for a click on the link appearing simultaneously with the creation;

    b) CPV (cost per view) – in this model, the Brand pays for a full view of the creation.

    In both models, inStreamly provides the Brand with a report indicating the number of clicks or views.

  3. The target value of the model (NUMBER OF VIEWS/ CLICKS IN THE CAMPAIGN), as specified in the Contract, determines the number of clicks or views after which the campaign will automatically cease to be published.
  4. The Brand will pay inStreamly remuneration for the Services being the product of:
  5. a) the target value of the model (NUMBER OF VIEWS/ CLICKS IN THE CAMPAIGN) and the amount per click or view. This also applies to campaigns which have been suspended at the Brand’s request; and

    b) other services provided by inStreamly (SETUP FEE/ ARTWORK).

    The level of achievement of the target value of the model is measured with inStreamly tracking tools. It means that: (a) inStreamly takes no responsibility for tracking codes used by the Brand that may be blocked by an adblocking software; (b) the remuneration is calculated according to the reports generated by the inStreamly tracking tools and not the tracking tools used by the Brand.

3. REMUNERATION

  1. The remuneration of inStreamly shall be payable:
  2. a) after the performance of Services; or

    b) before the performance of Services, as an advance payment;

    depending on the arrangements between the Parties (PAYMENT TERMS). If no arrangements are made, the remuneration shall be payable after the performance of Services. In the event when the Brand orders subsequent Services, the commencement or continuation of their performance by inStreamly may be contingent upon the payment for Services already performed.

  3. inStreamly shall have the right to charge interest in the same amount as for commercial transactions, from the first day of default in payment. The moment of crediting the funds on the account of inStreamly shall be deemed as the date of payment.
  4. Remuneration shall be paid based on a VAT invoice issued by inStreamly and delivered in accordance with the contact details provided in the part CONTACT PERSONS AND DETAILS. The payment deadline shall be specified in the part PAYMENT TERMS. The VAT invoice shall be issued:
  5. a) for payments after performance of Services: based on the report generated by the tracking tools of inStreamly. The invoice shall be issued after Services.

    b) In the case of payments before the performance of Services: according to the arrangements between the Parties (PAYMENT TERMS). The advance payments shall be non-refundable in the event of cancellation of the Services. The invoice shall be issued after the signing of the Contract.

  6. The Brand consents to the issuance of electronic invoices and to their delivery in a manner specified above.
  7. All remuneration amounts are always net amounts and do not include taxes, customs or fees imposed or charged in Poland, in the Brand’s country or abroad. Such fees always encumber the Brand, except for the income tax charged to inStreamly by the Polish tax authorities.

4. COPYRIGHTS. ARTWORK

  1. All creations developed for the purpose of implementing the Agreement and materials to be published as part of Service shall remain the property of the Party that developed them, with a reservation that in the event when creations or materials have been developed by:
    • the Brand, upon the provision of the creation, inStreamly shall obtain a non-exclusive, royalty-free licence without any temporal or territorial limitations, within the scope of public sharing of creations or materials in a manner allowing anyone to access them at a place and time of their choice, provided that this is related to performing Services or informing about cooperation. Furthermore, thesuch thea creation may be used without attribution;
    • inStreamly, upon the provision of the creation, the Brand shall obtain a non-exclusive, royalty-free licence without any temporal or territorial limitations, within the scope of public sharing of creations or materials in a manner allowing anyone to access them at a place and time of their choice. Furthermore, the creation may be used without attribution. Obtaining a broader licence or a transfer of rights requires additional arrangements and may involve additional fees for inStreamly.
  2. if inStreamly is responsible for the development of creations, there shall be two possible corrections permitted per every step of the creative process and all corrections above that two shall be carried out only for the additional remuneration. There are usually two stages of the creative process: conception and design of the artwork. The Parties may jointly agree on more stages of the creative process. Such arrangements must be made together with the conclusion of the Contract. It shall not be possible to introduce corrections to the previously accepted step of the process and to the elements that were explicitly indicated in the Brief.
  3. inStreamly may ask the Brand to provide materials or other resources necessary for the development of creations, and the Brand shall be obliged to provide them according to inStreamly’s guidelines.

5. SUSPENSION OF inStreamly SERVICE PERFORMANCE BY THE BRAND

  1. At any time, the Brand may request inStreamly to suspend performing Services, in full or in part. In such an event, inStreamly shall comply with the aforementioned request to the extent possible, whereby if inStreamly receives such a request after the commencement of Service performance, the Brand shall pay remuneration on conditions specified in item 2 of the GTCA. In addition, if inStreamly has prepared a creation for the campaign, the Brand shall pay inStreamly remuneration for the development of such a creation.
  2. If inStreamly has reasonable doubts related to the Brand’s credibility (e.g. emails coming from outside the official domain), inStreamly may make Service performance contingent upon prepayment of the entire or partial remuneration.

6. COMMENCEMENT DATE FOR THE PERFORMANCE OF SERVICES

  1. The commencement date for the performance of Services may be changed in the event of:
  2. a) delay in the provision of materials or other resources necessary for the performance of Services (including, but not limited to, resources necessary for the development of creations);

    b) reasonable doubts of inStreamly related to the Brand’s credibility (e.g. emails coming from outside of the official domain);

    c) default in payment for the previously provided Services.

7. LIABILITY

  1. Remuneration of inStreamly has been determined so as to reflect the limitation of liability of inStreamly and, at the same time, to represent a reasonable commercial division of risks between the Parties. With regard to the foregoing, inStreamly excludes, to the maximum extent allowed by the applicable law:
  2. a) any assurances, guarantees, warranties and conditions that may have an effect between the Parties or may be implied or incorporated by law and/or custom and/or otherwise, except for any conditions or guarantees the exclusion of which would be contrary to any reason that would result in the invalidity of this item or the Agreement;

    b) all losses or damage of the Brand and third parties submitting claims to the Brand, regardless of their reasons, source, fault of inStreamly, knowledge of inStreamly about the possibility of their occurrence and the time of their occurrence, including lost profits, lost sales, lost investments, lost business, business opportunities or savings, permanently or temporarily lost data or systems, lost reputation, losses related to permanent or temporary cessation of activity, except for liability the exclusion of which would be contrary to any reason that would result in the invalidity of this item;

    which the Brand accepts.

  3. Each time, the liability of inStreamly:
  4. a) for a non-performed or incorrectly performed Service: shall be limited only to the re-provision of a given Service or to covering of the costs of the re-provision of a given Service by an entity other than inStreamly;

    b) in any other event: shall be limited to the amount of remuneration earned by inStreamly on account of performance of a particular Service the liability is related to.

8. LAW AND JURISDICTION

  1. This Agreement shall be governed by Polish law. In matters not settled herein, the provisions of the Polish Civil Code shall directly apply.
  2. All disputes between the Parties arising in connection with or based on the Agreement which cannot be resolved amicably within 14 (in words: fourteen) days from the date of commencement of a given dispute shall be resolved by the competent court for the district of Warsaw – Śródmieście.

9. CONTACT PERSONS AND DETAILS

  1. All declarations of intent, notifications, working arrangements and other information, including binding arrangements pertaining to services, shall be sent in accordance with the details indicated in the Agreement (CONTACT PERSON). In order to clear any doubts, the Brand confirms that:
  2. a) the person indicated in the Agreement is entitled to submit and agree on the aforementioned elements with effect for the Brand. If several persons have been indicated, each of them is competent individually;

    b) the email address is assigned to the aforementioned person only;

    c) an email is deemed received if the sender’s computer indicates that the message has been received and has not been returned.

    This means, in particular, that commencement of Service performance by inStreamly does not require any additional representations, signatures, messages, confirmations and/or countersignatures of other persons (including members of the Management Board).

  3. Change of the contact persons referred to in the item above does not constitute an amendment to the Agreement and must be communicated to the other Party in the form of an email sent to the address of the other Party, indicated in the Agreement, in order to be valid. Such a change takes effect from the moment of an email confirmation of receipt.

10. INTEGRITY

  1. The documentation (Agreement, GTCA, Brief) terminates and supersedes all other prior written or verbal arrangements, agreements, understandings and contracts within the scope covered by its content.
  2. The Parties jointly represent and confirm by signing the Agreement that the content of the Agreement is known and understandable to them and that it raises no interpretative doubts (exclusion of contra proferentem).

11. INFORMATION ABOUT COOPERATION. CASE STUDY

  1. inStreamly may publish:
  2. a) an anonymous description of the cooperation with the Brand – on inStreamly’s website and/or marketing materials;

    b) an anonymous case study pertaining to the cooperation with the Brand;

    c) information about the cooperation with the Brand with a provision of the Brand’s details and logo.

  3. Upon the Brand’s consent, the description and the case study may be non-anonymous, and the Brand shall not unreasonably refuse to grant such a consent. At the same time:
  4. a) a non-anonymous publication may be made using the Brand’s logo;

    b) withdrawal of the consent granted applies only to future materials, i.e. inStreamly shall not be obliged to remove materials which have already been published.

  5. The above does not violate the confidentiality provisions.

12. CONFIDENTIALITY

  1. The Parties oblige not to communicate, disclose or use information that constitutes the trade secret of the other Party. A trade secret is any information about the other Party that is not the subject of entries in public registers and is not publicly known, and which the given Party provided to the other in the course of the execution of the Agreement. The trade secret includes, in particular, commercial, technical, technological, organizational, know-how and all information obtained in connection with or in the execution of obligations under the Agreement, including pricing.
  2. Information constituting a trade secret of a given Party may be disclosed to third parties by one of the Parties only with the consent of the Party to which the information relates, and without such consent only if required by applicable law and only to the extent necessary. The disclosing Party is to inform the other Party about the obligation to disclose this information unless the provisions of the Agreement prohibit it.
  3. The obligation of confidentiality is binding during the term of the Agreement, as well as within a period of 5 (in words: 5) years after its termination or expiry.

13. ADDITIONAL PROVISIONS

  1. None of the Parties shall be entitled to transfer their rights (including liabilities) arising from the Agreement to a third party without the prior written consent of the other Party.
  2. Any amendments to the Agreement shall be made in electronic form, in accordance with the rules indicated in the parts CONTACT PERSON and FINAL PROVISIONS (item 3) of the Agreement, whereby the Parties exclude the possibility of implied amendment of the Agreement (e.g. by tacit consent). Each time, the current GTCA applicable at inStreamly on the date of conclusion of the Agreement shall apply to the Agreement.