MARKETING AND PROMOTION SERVICES AGREEMENT
This Marketing and Promoting Services Agreement (the “Agreement”) is signed in Victoria, Seychelles and entered into on __ _______ 202_ (the “Effective Date”) by and between:
MANAVA CORPORATION, a company incorporated under the laws of the Republic of Seychelles as an International Business Company, registration No. 236130, duly registered on the 20th of December 2022, represented by the Director Andriy Neshev, acting based on the Articles of Association (the “Company”),AND
[for a corporate body]
[enter the name of the company], a company, registered under the laws of [enter relevant jurisdiction], having its place of business at [enter registration address], registration number [enter registration number], represented by [position] [full name], acting under [enter the document type] (the “Partner”)[for a physical person]
[enter either full name with ID data or your appropriate wallet and/or email address], (the “Partner”),
collectively the “Parties”, and each separately the “Party”.
WHEREAS the Company is the direct holder of all of the interests and rights of the MANAVA platform based on the web page with the following address https://manava.io and app-based digital platform. MANAVA platform means a Website-based and App-based digital platform established by the Company that provides numerous tools, features and enables users to engage, act within the platform functionality such as but not limited to the NAVACHAIN System (a dashboard that contains a distributed database that allows multiple users to share and maintain team and user information, keep statistics, receive benefits, Products based on levels defined by the Company, with the key role of NAVA, MANAV in this system), as well as have functionality of the access to Partners’ services. (the “MANAVA platform”);
WHEREAS the Company propose a bonus program for its existing users, which is a form of bonus system where such user may earn bonus remuneration for active promoting the Manava Platform and other products of the Company (Website/App);
WHEREAS the Partner is the existing user of the MANAVA platform and other Company’s services and want to promote the Company’s services, as well as the MANAVA platform on different social and media platforms as well as introduce new users of the Company services, as well as the MANAVA platform;
WHEREAS the Partner wants to receive remuneration for the promotion/marketing services of the MANAVA platform or other Company’s services, and the Company wants to remunerate the Partner for performing any actions (marketing, introduction of new users) which help to develop the MANAVA platform and any other services and products of the Company that even may occur any time after conclusion of this Agreement;
WHEREAS the Partner confirms that has all necessary tools, experience, instruments and expertise to provide marketing and promotion services;
WHEREAS the Company wishes to expand its user base and accepts the provision of the respective marketing and promotion services by the Partner;
With full consideration of, the mutual promises, covenants, and conditions contained herein,
the Parties agree as follows:
1. Bonus Program
1.1 Promotion Services.
The Partner will engage new clients to the Company’s MANAVA platform and/or other services of the Company if prescribed by the Company in written. For the purposes of this Agreement, the types of promoting services shall include:
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New Client Introduction.
The Partner may introduce new clients who are not yet registered on the MANAVA platform and to offer to such clients to use Company’s on his/her own discretion. A “new client” is defined as any individual or business entity that has never previously registered or created an account on the MANAVA platform. The new client must complete the registration process and sign the relevant terms and conditions of the Company. After completion of these actions, a new client can be accepted by the Company as a valid customer.
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Corporate Partnerships and Resellers
The Partner may also engage corporate clients (businesses, startups, agencies, etc.) or resellers who intend to resell the MANAVA platform or integrate it into their services. In such cases, the Partner may be eligible for additional commissions, or a separate structure based on the volume or revenue generated by these corporate clients.
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Strategic Partnerships
New clients of strategic business partners (e.g., influencers, industry experts, consultants, or affiliate marketers) who can bring in new clients, brand awareness, or new channels for growth can also take part in the bonus program of the Company and to become its partner. The Partner may work with such partners together to expand the Platform’s reach.
1.1.4. The Partner shall be eligible to receive compensation for each new client that meets the criteria established by the Company for a "Qualifying Client". The compensation for each Qualifying Client shall be determined in accordance with the Company's bonus compensation policies in effect at the time of the new client. Such policies, which shall be provided to the Partner in writing, may include varying rates or fees based on factors such as the nature of the service, the status of the engaged client, or the value of the transaction. The Company reserves the right to update these policies from time to time, with any changes communicated to the Partner in writing.
1.2 Bonus Method
All new engaged by the Partner clients, for whom the Partner pretend for the bonus remuneration, must be engaged to the MANAVA platform made through:
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bonus code;
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special personal referral link;
provided to the Partner by the Company on the request basis. The referral link and bonus code will be tracked by the Company for verification purposes. The Partner must ensure that all new engaged clients are made using such a link or code to be eligible for remuneration.
1.3 Eligibility for Remuneration
The Partner will be remunerated for new engaged clients only if the following conditions are met:
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Engaged new clients must complete the sign-up process for the MANAVA platform and meet the Company’s terms and conditions for becoming a registered client.
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Engaged new clients must use the Partner’s special referral link or bonus code for the registration and make a particular action on the MANAVA platform, provided for in the Terms and Conditions of the Company.
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ThePartner will be paid based on the agreed commission structure set out in Section 3 below.
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Meet all the criteria indicated in this Section 1.
1.4 Restrictions
To ensure the integrity of the Bonus Program, the following restrictions apply to the types of new engaged clients that may be submitted:
1.4.1 Existing Clients
The Partner cannot newly introduce or engage existing clients or clients who are already in the process of signing up or engaging with the Company. If the engaged individual or business entity already has a registered account or has been contacted by the Company, it will not be eligible for the Partner’s bonus commission.
1.4.2. Geographic Restrictions
Certain geographic regions may be excluded from the bonus program due to regulatory restrictions or market availability (FATF black-listed countries). The Partner will be notified if any geographical restrictions apply, and these exclusions will be clearly defined.
1.5 No-Double Principle
To prevent abuse and ensure fair compensation practices, the Company enforces a “no-double principle” policy. This policy ensures that only one Partner can be credited for a successfully engaged new client, having in mind that all other successful bonus criteria, envisaged in this Section 1, are met by the Partner.
1.5.1. Definition of Double Promoted Client (DPC)
The Double Promoted Client (DPC) occurs when the same client (individual or business) is introduced to the Company by multiple Partners of the Company. Only the first valid promoted client that is tracked through the referral link or code will be recognized, and all subsequent newly engaged clients for the same client will not qualify for compensation.
1.5.2. Referral Link/ Bonus Code Tracking
The Company will use a unique tracking system that records each new engaged client made through a designated referral link or bonus code. This system ensures that the first referral link or /bonus code used by the client is logged, and only the Partner who generated that initial lead will receive compensation for the newly engaged client.
1.5.3. Timestamp Priority
In cases where a client may have been engaged by multiple Company’s Partners simultaneously or within a short time period, the timestamp of such a client will determine which particular Partner is eligible for remuneration. The first valid referral link/bonus code clicked by the client, based on the timestamp, will be credited for the newly engaged client.
1.5.4. Client Disputes
If a client claims to have been engaged by multiple sources, the Company will reach out to the client for confirmation. In the event of a dispute regarding which particular Partner should be credited, the Company will make a final determination based on the facts and the bonus system logs. The Company reserves the right to resolve disputes in its sole discretion.
2. Marketing and Promotion Services
2.1 Scope of Marketing Services
The Partner will also provide marketing services to promote the Company’s MANAVA platform and/or other services of the Company if prescribed by the Company in writing, including but not limited to social media campaigns, content creation, digital advertising, influencer outreach, and other promotional activities. The Partner’s marketing efforts may include any or all of the following platforms:
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Facebook
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Instagram
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Twitter
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LinkedIn
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TikTok
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YouTube
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Google Ads
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Other platforms as agreed upon by the Parties in written.
All the platforms and social media services approved by the Company as such for the purpose of promotion of the marketing services under this Agreement are listed in the Annex 1 hereto. The Partner shall provide its services under this Agreement only using this approved by the Company list. All usage of marketing or promotional materials under this Agreement should be approved with MANAVA.
2.2 Promotional Activities
The Partner agrees to execute promotional campaigns to raise awareness and generate leads for the Platform. The Company and the Partner will collaborate on the nature and content of such promotional campaigns, which may include:
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Social Media Marketing: Posting content, stories, and ads on social media channels.
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Tournament Marketing: Conducting gaming tournaments on MANAVA engine among the clients.
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Paid Media Advertising: Running paid ads on social media and search engines to increase Platform visibility.
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Influencer Collaborations: Partnering with influencers or key industry figures to promote the Platform.
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Webinars, Events, or Presentations: Hosting or participating in industry webinars or other live events to promote the Platform.
2.3 Approval of Marketing Materials
The Partner shall submit all marketing materials, including advertisements, content, and campaign proposals, to the Company for prior written approval. Marketing materials must be consistent with the brand and the messages set out in the MANAVA documentation.
2.4 Remuneration for Marketing Services
The specific rates or fees for marketing services will be outlined in an addendum or separate schedule attached to this Agreement or may be agreed upon by the parties through additional correspondence using electronic methods (email).
3. Compensation for Marketing and Promotional Services
In addition to the compensation for Marketing and Promotional Services as specified in this Agreement, the Partner will also be compensated for marketing and promotional services that increase brand visibility and generate leads for the MANAVA platform. The compensation for these services will depend on the nature of the marketing effort, as well as the agreed-upon terms between the Parties.
3.1. Social Media Marketing
The Partner will promote MANAVA platform services via their social media channels approved by the Company and specified in the Annex 1 hereto. The compensation will be as follows:
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Flat Fee per Campaign:
The Partner will receive a fixed payment for each social media campaign executed. The exact amount will depend on the type and scope of the campaign and shall be agreed by the Parties in writing based on factors such as the number of posts, platform used, and the expected reach of the campaign.
3.2 Paid Media Advertising
If the Partner runs paid advertising campaigns (e.g., Google Ads, Facebook Ads, Instagram Ads), they will be compensated based on the performance of those campaigns.
3.3 Content Marketing (Blog Posts, Articles, Influencer Marketing)
The Partner may also provide content marketing services, including writing blog posts, articles, or acting as an influencer to promote the Platform.
3.4 Other Marketing Services
For any other promotional services provided by the Partner, such as hosting webinars, conducting joint events, or managing influencer outreach programs, compensation will be determined on a case-by-case basis, depending on the scope and deliverables of the specific project.
4. Payment Terms and Conditions
Bonus remuneration for new engaged clients, upgrades, renewals, and marketing (promotional) services will be paid immediately.
4.1. Taxes
The Partner is responsible for paying any taxes associated with the bonus commissions and marketing fees they receive depending on the legislation of the country, citizen or resident of which the Partner is. The Company should provide any necessary information or documentation on the request of the Partner, which is required by applicable laws.
4.2. Payments.
All payments to be made to the EARN balance of the Partner.
5. Term and Termination
This Agreement shall commence on the effective date above and continue until terminated by either Party upon thirty (30) days' written notice to the other Party.
6. Confidentiality
Both Parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the validity term of this Agreement, including client data, business strategies, and trade secrets. This obligation will survive termination of the Agreement.
7. Intellectual Property
The Company retains all rights, title, and interest in its MANAVA platform, trademarks, logos, and any other intellectual property associated with the Company’s business. The Partner is granted a limited, non-exclusive license to use the Company’s branding and marketing materials solely for the purpose of promoting the Platform as per this Agreement but only according to the preliminary approved by the Company materials for the respective marketing or promotion activity.
The Company may use the Partner's name, logo, and any testimonials provided in its marketing and promotional materials without the prior consent of the Partner.
8. Miscellaneous Provisions
8.1 Independent Contractors
The Partner is an independent contractor, and nothing in this Agreement shall create an employer-employee, or joint venture relationship between the Parties.
8.2 Liability Limits
Neither Party to this Agreement will be liable to the other party, or to any third party for damages resulting from this Agreement. This includes, but is not limited to revenue loss, anticipated profit, lost business, costs of delays, failure of delivery, which are not related to nor are the direct result of one Party’s negligent conduct or breach of this Agreement.
8.3 Agreement Assignment
The Company may assign its rights and/or obligations under this Agreement without a prior written approval of the Partner. The Partner may not assign its rights and/or obligations under this Agreement without a prior written approval of the Company.
8.4 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Seychelles, without regard to its conflict of law principles.
8.5 Dispute Resolution
Any disputes arising from or in connection with this Agreement shall be resolved through mediation/arbitration in the Seychelles through the means of designated by the Parties Mediator or through the respective local court located in the Seychelles.
8.6 Amendments
This Agreement may be amended only in writing, signed by both Parties.
8.7 Entire Agreement
The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event either Party has a desire to change, add, or otherwise modify any terms, they shall do so in writing. Such writing must be signed by both Parties to be valid.
8.8 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Marketing and Promoting Services Agreement as of the date first written above.
SIGNED
for and on behalf of MANAVA CORPORATION:
Company Name: Andriy Neshev
Title: Director
SIGNED
for and on behalf of [XX]:
Partner Name/address:
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