SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement") is dated the 5 th day of May 2022.
BACKGROUND
A. The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide
services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out on in the
terms and conditions set out Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth inoutlined in
this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor
(individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the
"Services"):
a) Complete Facebook onboarding approval for domain mistino.com for the region; as identified by the Client and
agreed on by the Parties.
b) Whitelist Ad Accounts owned by the client for gambling ad campaigns.
c) ClientThe client will add Clear Solid’s team for Facebook Ads Management, Ad strategy, Ad structure, Ad creative
optimization, and for reporting and billing purposes.
d) Compliance review, creative development of existing assets, creative & page optimization.
e) Credit card payment method for the ad accounts.
f) Detailed competitor research & analysis.
2. Management of Facebook Ad Accounts
a) Once Ad Accounts have been provisioned, the Contractor will work with Facebook to manage and maintain the Ad
accounts and maintain the Ad accounts and related Ad campaigns, including the following:
i. ExpediatedExpedited Ad Campaign Approval
ii. Protection and supervision of ad accounts for aggressive Ad campaigns
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iii. Express Ad account reinstatement and campaign reapproval.
TERM OF AGREEMENT
3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and
effect until terminationterminated as provided in this Agreementherein.
4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide a 10 days
days’ written notice to the other Party.
5. This Agreement may be terminated at anytime any time by mutual agreement of the Parties
6. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of
this Agreement.
PERFORMANCE
7. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
REFUND GUARANTEE
8. The contractor agrees to fully refund the client 100% of the services charged in this agreement if the contractor
fails to get partnership approval within 5 business days
CURRENCY
9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in
USD (United States Dollars).
COMPENSATION
10. ClientThe client will pay the Contractor a monthly management fee of $20,000.00 per month fee for the
Services listed in paragraphs 1 & 2. This managed fee is to be prepaid (1 month in advance.) MonthlyThe
monthly cycle currently is the 1 st day of every month.
11. The Client will pay the Contractor for actual Facebook ad spend plus a 12% service fee. Payment will be made
in advance (prepay). The Contractor will issue an invoice to the Client in the amount of funds actually received or
the Client can choose a fixed monthly retainer of $25,000.00 USDUSD 25,000.00/mo which covers dedicated
media buyers, creative development team, compliance review, FB ads management, strategy, and optimization.
12. ContractorThe contractor will issue a discount based on the Client’s total ad spend during a calendar month as
follows:
– Total ad spend up to $120,000.00: 0% discount resulting in a net service fee of 12%
– The total monthly ad spends between $120,001.00 and $250,000,.00: 1% discount resulting in a net service
fee of 9%
– The total monthly ad spends between $250,001.00 and $500,000,.00: 2% discount resulting in a net service
fee of 8%
– The total monthly ad spends between $500,001.00 and above: 3% discount resulting in a net service fee of
7%
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Discounts will be determined at the end of each calendar month and applied to the Client’s balance during the first
week of the following month.
13. ClientThe client will pay a one-time fee for the onboarding of URL: https://www.mistino.com/ja/ for the following
regions:
– Japan: $150,000.00
14. Invoices submitted by the Contractor to the Client are due upon receipt.
15. In the event that this Agreement is terminated by the Client prior tobefore completion of the Services but where the
Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to
the date of termination provided that there has been no breach of contract on the part of the Contractor.
REIMBURSEMENT OF EXPENSES
16. The Contractor will be reimbursed from time to time for any for reasonable and necessary expenses incurred
by the Contractor in connection with providing the Services.
17. All expenses must be pre-approved by the Client.
18. Any late payments will trigger a fee of 3.00% per month on the amount still owing.
CONFIDENTIALITY
19. Confidential information (the "Confidential Information") refers to any data or information relating to the business of
the Client which would reasonably be considered to be proprietary to the Client including, but not limited to,
accounting records, business processes, and client records and that is not generally known in the industry of the
Client and where the release of that Confidential Information could reasonably be expected to cause harm to the
Client
20. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential
Information which the Contractor has obtained, except as authorized by the Client or as required by law. The
obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this
Agreement.
21. All written and oral information and material disclosed or provided by the Client to the Contractor under this
Agreement is Confidential Information regardless of whether it was provided before or after the date of this
Agreement or how it was provided to the Contractor.
22. The Parties agree that the consideration furnished under this Agreement, the discussion and correspondence that
led to this Agreement, and the existence, terms, and conditions of this Agreement are private and confidential, and
that neither Party may disclose any of this information to any other person or entity without the prior written
approval of the other.
OWNERSHIP OF INTELLECTUAL PROPERTY
23. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant
registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial
design, and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be
the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any
manner.
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24. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this
Agreement except with the written consent of the Client. The Contractor will be responsible for any and allany
damages resulting from the unauthorized use of the Intellectual Property.
RETURN OF PROPERTY
25. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property,
documentation, records, or Confidential Information which is the property of the Client.
CAPACITY/INDEPENDENT CONTRACTOR
26. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an
independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement
does not create a partnership or joint venture between them, and is exclusively a contract for service.
RIGHT OF SUBSTITUTION
27. The Contractor may, at the Clients Client’s discretion, engage a third-party sub-contractor to perform some or all
the obligations of the Contractor under this Agreement.
i. The Contractor will pay the sub-contractor for its services and the Compensation will remain the Client’s
sole responsibility.
ii.
iii. ii) for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the
Contractor
AUTONOMY
28. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods,
and decision makingdecision-making in relation to the provision of the Services in accordance with the Agreement.
The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be
responsive to the reasonable needs and concerns of the Client.
INDEMNIFCATIONINDEMNIFICATION
29. ClientThe client agrees to release, indemnify, defend and hold harmless 1963269 Ontario Inc. O/A Clear Solid and
its officers, directors, employees, agents, subsidiaries, partners, contractors, shareholders, attorneys, assigns, and
affiliates from and against any loss, liabilities, damages, costs, or expenses, including reasonable attorneys’ fees,
resulting from any third-party claim, action or demand arising under or relating to any of the services provided in
this agreement. ClientThe client agrees that this indemnification obligation survives this Agreement’s termination
or expiration. ClientThe client agrees to give prompt, written notice to Clear Solid upon the receipt of notice of any
claim by a third party against the Client which might give rise to a claim against Clear Solid stating the nature and
basis of such claim and, if ascertainable, the amount thereof. This indemnification will survive the termination of
this Agreement.
MODIFICATION OF AGREEMENT
30. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection
with this Agreement will be only binding if the evidence in writing is signed by each Party or an authorized
representative of each Party.
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NOTICE
31. All notices, requests, demands, or other communications required or permitted by the terms of this Agreement
will be given in writing and delivered to the Parties at the following addresses:
a) Curisle N.V
Heelsumstraat 51, E-Commerce Park,
Curaçao. Curisle N.V.
Registration number 1508951963269
Contact person: Emoore N.V
b) Ontario Inc. O/A Clear Solid
3316 Mistwell Cres, Oakville, ON L6L0A2
dave@clearsolid.com
or to such other address as either Party may from time to time notify the other.
MODIFICATION OF AGREEMENT
32. Any amendment or modification of this Agreement or additional obligation assumed by either Party in
connection with this Agreement will only be binding if evidenced in writing and signed by each Party or an
authorized representative of each Party.
TIME OF THE ESSENCE
33. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver
of this provision.
ASSIGNMENT
34. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under
this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
35. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement
except as expressly provided in this Agreement.
TITLES/HEADINGS
36. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this
Agreement.
GENDER
37. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the
feminine and vice versa.
GOVERNING LAW
38. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario,
Canada.
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SEVERABILITY
39. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part,
all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts
severed from the remainder of this Agreement.
WAIVER
40. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the
other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
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IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 6 th day of April 2022.
Curisle N.V
Per: ___________________________ (Seal)
Officers Name: Emoore N.V
1963269 Ontario Inc. O/A Clear Solid
Per: __________________________ (Seal)
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