Sirius Solutions LLC on the one hand, hereinafter referred to as the “Contractor”, guided by goodwill, freedom-of-contract doctrine and mutual benefit, the norms of law of the United Kingdom, places this offer for general public (advertisers) on the Internet resource https://tlaffiliate.com, which conditions are given below, to conclude a Paid Services Agreement.

The Counterparty to this Agreement, hereinafter referred to as the “Customer”, guided by goodwill, freedom-of-contract doctrine and mutual benefit, and the laws of the United States, 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 undertakes to provide the Customer with services for the promotion of advertisement on the Internet, as well as related services of intermediary and marketing nature, and the Customer undertakes to accept and pay for the services rendered by the Contractor in the manner and within the time frame set forth in this Agreement.

Interaction between the Customer and the Contractor shall be based on the principles of equality of the Parties and legality. 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.

In order to fulfill the obligations under this Agreement and in accordance with Customer's order, the Contractor shall provide the following on a fee basis:

a) services for promotion of Customer's advertisement on the Internet by using the capabilities of the Traffic Light CPA CRM system on the Internet, which can be accessed at: https://tlaffiliate.com, as well as other Internet resources by placing information or active links to it directly or by other means;

b) intermediary services of a technical nature for the processing and registration of target actions committed by potential clients in respect to the placed advertisement;

c) marketing services, namely the study of the market segment selected by the Customer in order to assess it, to study trends (trends), to study the competitive environment for the effective conduct of business by the Customer.

The interaction between the Customer and the Contractor is carried out through the Customer's account registered in the Traffic Light CPA CRM system.

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

In this case, the achievement of a certain result in the form of increased sales, profits, etc. as a result of the services provided by the Contractor under the Agreement is not the subject of this Agreement.

1.3. The Contractor 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: https://tlaffiliate.com. If the Customer does not agree with the introduced changes, the Agreement is considered to be terminated on the initiative of the Customer from the date of publication of the text of the Agreement with changes on the web-site: https://tlaffiliate.com.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. Obligations of the Contractor:

2.1.1. During the validity period of this Agreement, in accordance with conditions hereof, the Contractor undertakes to provide timely and high-quality services to the Customer in terms of placement and promotion of advertisement on the Internet, as well as related services of intermediary and marketing nature. The Contractor renders the aforementioned services on the basis of the Customer's advertising information materials (AIM) provided by the Customer through technical channels of communication.

2.1.2. The Contractor undertakes to use the information and other materials provided by the Customer only for the purpose of fulfilling the conditions of this Agreement.

2.1.3. The Contractor undertakes to use the means of identification of the Customer, his/her goods or works (services) performed by him/her (trademarks (brand names), trade name and (or) logo of the Customer), intellectual property, confidential commercial information and personal data solely for the purpose of fulfilling the obligations under this Agreement. Committing intentional acts interfering with the specified objects is prohibited.

2.2. Rights of the Contractor::

2.2.1. Subject to the Customer's consent, the Contractor may engage third parties (co-executors) to provide services under this Agreement in order to fulfill the obligations under this Agreement.

2.2.2. The Contractor has the right to refuse to place and promote (stop the placement and promotion) of advertising and information materials of the Customer in case of their non-compliance with the legislation of the Irish Republic, as well as in case of non-payment of funds by the Customer on the deposit account of the Customer in the prescribed period.

2.2.3. Under this Agreement, the Contractor is not obliged to carry out activities to verify the fidelity of the Customer, the legality of his/her business activities and the content of advertising and information provided materials on their compliance with the Law, including on the consumer properties and quality of these goods and services and other characteristics.

2.2.4. The Contractor shall not be liable for bad faith of the Customer, the Customer's failure to fulfill or improper fulfillment of obligations to counterparties and third parties under agreements entered into as a result of placement and promotion of the Customer's goods and services, including the failure to fulfill or improper fulfillment of obligations to deliver goods, its payment, etc., as well as when these parties (the Customer, his/her contractors, third parties) commit illegal actions when fulfilling obligations under their agreements. In this case, the Contractor is not a party to such agreements.

2.2.5. The Contractor shall have the right to debit payments from the Customer's account deposit for the services provided by him under this Agreement. If the amount of funds on the Customer's account deposit falls below the permanent amount of the deposit, as well as if the current balance is below the average daily expenditure of funds for the last 3 (three) calendar days, the Contractor has the right to block the account activity until the Customer replenishes the deposit to the required amount.

2.2.6. The Contractor has the right to charge a subscription fee of 150 (one hundred and fifty) US dollars or 120 (one hundred and twenty) Euro for the use of the Customer'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 lack of logins into personal account within 6 months. Payment shall be made in Euros 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 Customer's account balance.

2.3. Obligations of the Customer:

2.3.1. Within 3 (three) working days from the date of signing this Agreement, using technical channels of communication, the Customer shall provide advertising and information materials (AIM), including in the form of an “Offer Layout”, regarding a particular product, product or service sufficient to perform the Contractor's obligations under this Agreement and guarantee their compliance with the legislation of the Republic of Ireland, including on copyright and related rights, on advertising, on personal data, absence of violations of criminal, administrative legislation. The specified advertising and informational materials (AIM) are retained in the Customer's account located in the Traffic Light CPA CRM system. The Customer controls and is responsible for the accuracy and timely reflection of the information in his/her account, located in the Traffic Light CPA CRM system.

2.3.2. The Customer shall be obliged to pay for the services of the Contractor 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, to place funds on deposit of his account in sufficient amount to ensure appropriate payments for the services rendered by the Contractor under this Agreement. The Customer shall not allow the amount of funds on deposit account to decrease less than the amount of the permanent deposit amount, as well as less than the amount of the average daily expenditure of funds for the last 3 (three) calendar days. The Customer's obligation to pay for the services of the Contractor is considered properly fulfilled from the date of receipt of the amount of money due for payment to the current account of the Contractor.

2.3.3. The Customer shall be solely responsible for the accuracy and compliance of advertising and information materials with the legislation of the Republic of Ireland provided by him/her to implement the obligations of the Contractor under this Agreement, as well as bear full responsibility for the content and results of his/her business activities under the agreements entered into as a result of placement and promotion of advertisement by the Contractor, both to the contractors and to third parties.

2.3.4. The Customer shall notify the Contractor in case of shutdown (partial shutdown) of the Customer's web-site or targeting system used in the advertising, through technical channels of communication within 1 (one) working hour from the moment when the he/she detects the presence of such a problem. If the Customer violates the provisions of this clause of the Agreement, the Contractor shall have the right to demand reimbursement of expenses incurred by him/her in connection with such a violation.

2.3.5. The Customer shall notify the Contractor of any complaints about the quality of the services by sending a written notification through the technical channels of communication not later than 5 (five) days from the date of the potential client's taking the appropriate action in the Contractor's CRM system. If there are no such complaints within the specified period, the service is considered properly rendered and payable in full.

2.3.6. In the event the Customer cancels payment for a target action in the Traffic Light CPA CRM system, the Customer shall not be entitled to use the information received under this Agreement about the potential client within 30 (thirty) days from the date of such cancellation. In case the Customer commits these actions, he/she shall pay a fine to the Contractor in double the amount of the Contractor's service fee, based on data from the CRM system.

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 withdraw from the obligations under this Agreement subject to advance notice to the Contractor of the date of termination of the Agreement through technical channels of communication and payment of actual costs incurred by the Contractor

3. COST, PAYMENT AND SERVICE ACCEPTANCE PROCEDURE

3.1. The Contractor's fee shall be paid from the date of signing the Agreement from the funds deposited in the account in the Traffic Light CPA CRM system by the Customer, and shall be calculated by the Traffic Light CPA CRM system at the time of the transaction, confirmed by the Customer. In this case, the permanent deposit amount is not less than 100 euros and is deposited by the Customer to his/her account on the web-site https://tlaffiliate.com. The date of payment for services (in full or in part) under this Agreement shall be the date of the operation of writing off funds by the Contractor from the Customer's account deposit, located on the web-site https://tlaffiliate.com.

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 write-off 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 Customer within 5 (five) days from the date on which the potential client has made the respective action in the Contractor's CRM system.

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

3.5. The services are considered to be rendered when the Customer pays for the target action in the Traffic Light CPA CRM system.

4. AGREEMENT VALIDITY PERIOD, PROCEDURE FOR ITS CONCLUSION

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

4.2. The Agreement is considered to be concluded after the Customer gets acquainted with its conditions and Appendices, published on the web-site https://tlaffiliate.com, by registering the Customer in the Contractor's CRM system on the web-site https://tlaffiliate.com, 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. If the Contractor is unable to fulfill his obligations due to the Customer's fault, the services shall be payable in full.

5.2. The Contractor shall not be liable to third parties for the content of the Offer Layout, advertising and information materials provided by the Customer to fulfill the obligations under this Agreement, as well as for property damage and moral harm caused by the use of the specified information by third parties after its placement and promotion on Internet resources. The Contractor shall not be liable for unlawful actions of third parties related to the use of this information.

5.3. The Contractor is not liable for any interruptions in Internet access to the Internet resources where the Customer's AIMs are located.

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.

5.5. The Parties shall notify each other of the existence of force majeure circumstances in written form within five (5) business days of their occurrence. 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 warnings in the form of 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/she 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. 1-4: 1) Agreement to Provide Offer Layout; 2) Consent to Process Personal Data; 3) Confidentiality Agreement; 4) Terms.

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 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.

Sirius Solutions LLC ()
Web-site: https://tlaffiliate.com
Email address: admin@tlaffiliate.com

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 https://tlaffiliate.com 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 Sirius Solutions LTD.

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.

Personal data processingContract offer