1. GENERAL PROVISIONS

1. By this public offer, RE:JOIN LIMITED, a company incorporated in the Hong Kong Special Administrative Region, hereinafter referred to as the "Agent" (also the "Company", "we", "us" or "our"), of the one part, offers to enter into an agency agreement (the "Offer" or the "Agreement") with any interested individual, sole trader, or legal entity (hereinafter the "Principal"). IMPORTANT: do not enter your contact information until you have read the text of this Offer. If you disagree with its terms and rules (in whole or in any part), do not accept this Offer.
2. This document constitutes a public offer under the general principles of contract law of the Hong Kong Special Administrative Region (the "Offer" or the "Agreement").
3. In accordance with the principle of freedom of contract recognised at common law, this Agreement does not require signature by both parties in a single document and is valid and binding upon both parties once acceptance has been made.
4. The person who accepts this public offer acquires all the rights and obligations of the Principal.
5. Acceptance of this Offer is: registration as an author/creator on the RE:JOIN Platform.
6. Identification of the Principal (the accepting party) is carried out on the basis of the data entered in the form that the Agent makes available on the Platform or in the RE:JOIN Application. The Principal warrants that it will enter accurate data and bears the risk of all adverse consequences arising from the entry of data that does not correspond to reality.
7. By performing acts of acceptance of the Offer, the Principal:
   1. confirms that it has carefully reviewed and agrees with all the provisions of the Offer, published on the Internet at: https://rejoin.network.
   2. confirms that it has reviewed the Community Guidelines and the Offer and agrees with their terms;
   3. confirms the lawfulness of its actions: that it has the necessary authority and legal capacity, has reached the age of 18, and has the lawful right to enter into contractual relations with the Agent;
   4. consents to receiving marketing communications from the Agent at the email address and telephone number (including via online messengers) provided by it upon registration on the Agent's Platform. The consent is valid from the moment of acceptance of this Offer until the moment the consent is withdrawn by notice sent to the Agent's contact address specified in the Agreement;
   5. consents to the processing (collection, storage, transfer to third parties) of its personal data provided in the course of concluding and performing the Agreement, in accordance with the Agent's Privacy Policy, the text of which is permanently published on the Internet at https://rejoin.network.
   6. consents to the Agent's use of photographs and videos published on the Platform for marketing and advertising purposes;
8. confirms that it has reviewed and agrees with all terms and rules of settlements between the Agent and the Principal.

2. TERMS AND DEFINITIONS OF THE AGREEMENT

1. Platform — the Agent's resource (website) located on the Internet at: https://rejoin.network. The Agent's Platform facilitates interaction between the Agent, the Principal, and Users.
2. Personal Account — a restricted-access section of the Platform intended for individual use by the Principal, access to which is granted by the Agent on the terms of this Agreement.
3. Content — an informational product/service in the format of video content and/or informational materials that the Principal sells through the RE:JOIN Platform.
4. Content User/Buyer — a person who purchases the Principal's informational products/services on the Agent's Platform and pays for them through the Agent's payment services on the Platform.
5. Reporting/Settlement Period — a calendar month of interaction under this Agreement. At the end of the settlement/reporting period, the Parties settle accounts with one another.
6. Audiovisual Work (hereinafter "AVW") — a work consisting of a fixed series of related images (with or without accompanying sound) intended for visual and, where accompanied by sound, aural perception with the aid of appropriate technical devices (including a video clip, a video recording of a performance, etc.). All content placed on the Agent's Platform and provided by the Principal under this Agreement within the framework of the agency agreement, on the basis of a non-exclusive licence to the Agent in respect of such AVW, constitutes an AVW.
7. Results of Intellectual Activity (hereinafter "RIA") — the rights to the Principal's Content granted to the Agent within the framework of the performance of this Agreement on the basis of a non-exclusive licence to the Principal's AVW/RIA.
8. All other terms appearing in the text of this Agreement shall be interpreted by the Parties in accordance with the applicable laws of the Hong Kong Special Administrative Region and the customary rules of interpretation of the corresponding terms that have developed on the Internet.

3. SUBJECT OF THE AGREEMENT

1. Under the agency agreement, the Agent undertakes, on the instructions of the Principal, to perform legal and other acts in its own name and at the Principal's expense, in return for an agency fee.
2. The Principal instructs, and the Agent undertakes, in its own name and on the Principal's instructions, to perform the acts provided for in this Agreement:
   1. To arrange for the placement of the Principal's Content on the RE:JOIN Platform and to attract Content Users. The procedure for placing the Principal's Content is agreed additionally between the Parties in the Principal's Personal Account.
   2. To conclude a transaction on behalf of the Principal with a Content User and to receive payment from the Content User for the Principal's Content into the Agent's account.
   3. To accept payment from Buyers of the Principal's Content for the Principal's Content and to remit it to the Principal, less the agency fee.
3. The Agent undertakes, in its own name and at the Principal's expense, to provide technical support to Content Users; to receive funds from Content Users and remit funds to the Principal for the Principal's services rendered, and to provide technical and informational support to the Principal, and the Principal undertakes to pay the agency fee in the amount and manner set out in this Agreement.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

1. The Agent shall:

   1. Place the Principal's Content on the Agent's RE:JOIN Platform.
   2. Conclude a transaction on behalf of the Principal with a Content User and receive payment from the Content User for the Principal's Content into the Agent's account.
   3. Provide the Principal with a Report on the receipt of funds from Content Users at the end of the Reporting Period in the Personal Account, indicating the quantity and value of the Content sold.
   4. Receive funds from Content Users and keep records of the funds due to the Principal following the sale of Content.
   5. Provide technical support to Content Users on matters relating to payments for Content. Technical support for Users is provided by a method chosen by the Agent: by telephone, messenger, or email.
   6. Generate in the Principal's Personal Account, or transmit through the Parties' authorised channels of communication, the Agent's Report and other necessary documents of a standard form for the purpose of settlements under this Agreement within 5 (five) business days from the end date of the Reporting/Settlement Period under the Agreement.
   7. Remit to the Principal the funds received from Content Users for the Principal's Content, less the Agent's withheld fee, no later than 7 (seven) business days after the end of the Settlement Period (a calendar month).
   8. Perform any other acts reasonably necessary for the Principal's performance of its obligations under this Agreement.

2. The Agent shall have the right to:

   1. The Agent may remove any information from the Principal (or about it), the Principal's Content, or block the Principal's Content on the RE:JOIN Platform, if such information or Content breaches the Community Guidelines at https://rejoin.network/community-guidelines, applicable law, generally accepted rules of business conduct, or is offensive or unacceptable. Such removal may be effected with or without prior notice (notice may be given after the information is removed, or may not be given at all).
   2. Terminate the Principal's access to the RE:JOIN Platform in the event of late payment of the agency fee.
   3. Engage third parties for the purpose of performing the Principal's instructions under this Agreement.
   4. Use the Principal's images (photos/videos) and personal data for the purpose of performing obligations under this Agreement, free of charge, within the limits provided for by the Agreement and the Rules of the RE:JOIN Platform.

3. The Principal shall:

   1. Pay the Agent its fee in full and on time under this Agreement. By agreement of the Parties, the Agent withholds the agency fee under this Agreement from the funds received from Content Users.
   2. Provide accurate information about itself: full name, business name, place of registration and registration number of the sole trader/legal entity, email address, tax identification details, email address, bank details, and any other information the Agent may require to perform its obligations under this Agreement. The Principal agrees to the transfer of its data and copies of documents for subsequent processing by the Agent's staff and/or third parties, to the extent necessary, for the purpose of performing the terms of this Agreement.
   3. Promptly inform the Agent of all material changes affecting the performance of the Agreement, no later than 3 (three) business days before such changes take effect.
   4. Comply with the Agent's requirements as to Content and the conditions of its placement, as well as the norms and requirements of applicable law, including but not limited to applicable law on: advertising, intellectual property, protection of competition in the market for goods and services, consumer protection, and personal data protection.
   5. The Principal warrants that the Content (objects of intellectual property) created (transferred) under this Agreement is free from the rights of third parties. Where third parties were engaged to create such objects of intellectual property, the Principal has concluded with those parties the relevant agreements whose terms allow the Principal to dispose of them freely and without encumbrances or restrictions, including to use them without indicating information about the author.
   6. Grant the Agent, free of charge, a simple (non-exclusive) licence to place the Content for the entire period of placement on the Agent's Platform.
   7. Hold the Agent harmless from any claims and other legal proceedings, as well as from any liability of any kind for the Principal's failure to perform its obligations towards the Content User under applicable law.
   8. Refund the funds received from the Content User in accordance with applicable consumer-protection law, within 10 calendar days from the moment the corresponding demand is made by the Agent, where it is addressed to the Agent as the holder of the Platform and the recipient of payment for the Principal's Content. In addition, the Principal shall further reimburse the Agent 20 (twenty)% of the value of the Content paid for by the Buyer through the Agent's Platform, to compensate for the costs incurred.

4. The Principal shall have the right to:

   1. Determine the composition and content of the Content that the Agent promotes and sells through the Agent's Platform on the Principal's instructions under this Agreement.
   2. Determine the price of the Content by agreement with the Agent.
   3. Verify the amount of payments received from Content Users through the Personal Account.

5. SETTLEMENT PROCEDURE

1. Payment from Content Users for Content sold by the Agent in the Principal's interest is received through payment aggregators into the Agent's account, including current accounts and accounts held with payment systems.
2. The amount of the agency fee is determined in the Personal Account on the RE:JOIN Platform.
3. The agency fee withheld by the Agent is charged in accordance with the tax rules applicable to the Agent.
4. The Agent independently withholds the agency fee from the funds received from the sale of Content through the RE:JOIN Platform.
5. Payment to the Principal of funds received by the Agent for Content sold on the Principal's instructions through the Platform is made by the Agent once a month, following approval of the Agent's Report, less the agency fee.
6. At the end of the Settlement Period, the Agent sends the Principal the Agent's Report through the Personal Account. The Principal reviews the Agent's Report within 3 (three) business days of receiving it.
7. If the Principal disagrees with the data presented in the Report, the Principal sends the Agent reasoned objections in writing.
8. In the absence of reasoned objections from the Principal within 3 (three) business days of receiving the Agent's Report, the Agent's Report is deemed accepted and approved by the Principal without any objections.
9. The Agent makes payments no later than 7 (seven) business days for the Settlement Period after the end of the Settlement Period (a calendar month) and after approval of the Agent's Report in accordance with clauses 5.6 and 5.8 of this Agreement.
10. Settlements between the Parties are made in the currency agreed by the Parties.

6. RULES FOR REFUNDS TO THE BUYER

1. At the request of the Content User/Buyer and where there are lawful grounds, the Agent, on the Principal's instructions, refunds the Content User/Buyer within 10 (ten) calendar days from the moment of receiving the refund request:
   1. Before the User begins to use the Content (opening access, viewing, subscribing to a community/Club) — the Agent refunds the Content User the paid value of the Content, less the costs actually incurred by the Principal/Agent in the amount of 10% of the paid value of the Content.
   2. After the User begins to use the Content (opening access, viewing, subscribing to a community/Club) — the Agent refunds the Content User the paid value of the services, less that part of the value of the Content proportionate to the Content actually provided/opened up to the date of termination of the service agreement with the Content User.
2. The Agent, on the Principal's instructions, makes refunds to the account of the Content User/Buyer from which the payment for services was made. Requests for a refund of the value of the Content (or part of the value of the Content) are accepted by the Agent until the date the period of placement of the Content on the Platform ends.
3. Refunds under clause 6.1 of the Agreement are taken into account by the Parties in settlements at the end of the Settlement Period. The Agent withholds the refund amount and the amount of the bank commission in settlements with the Principal at the end of the current Settlement Period, together with the agency fee.
4. A shortage of funds in the Principal's balance in the Personal Account does not release the Principal from the obligation to reimburse the Agent's costs of resolving disputes with Content Users.

7. RIGHTS TO THE RESULTS OF INTELLECTUAL ACTIVITY (RIA)

1. The exclusive right to the RIA belongs to the Principal as its author.
2. By entering into this Agreement, the Principal grants the Agent the right to:
   1. Distribute the RIA, by sale or other disposal.
   2. Publicly display the Principal's RIA, that is, any demonstration, including for advertising purposes, directly or on a screen by means of any technical devices in any place, including a place open to free access or a place where a significant number of persons not belonging to the ordinary family circle are present.
   3. Import the Principal's RIA for the purpose of distribution.
   4. Communicate the Principal's RIA to the general public, including for advertising purposes, by radio or television, or on the Internet (including communication by cable, wire, optical fibre, or any other similar means, where "communication" means any act by which the RIA is made available for aural and/or visual perception regardless of its actual perception by the public).
   5. Translate and edit the Principal's RIA, that is, make changes, additions, or abridgements, supply the result with illustrations, forewords, afterwords, other texts, comments, and explanations, or otherwise adapt it in agreement with the Principal.
3. By entering into this Agreement, the Principal agrees that the Agent may use the RIA/AVW by any means and for any purpose not inconsistent with the terms of the Agreement and applicable law, without any right of the Principal to receive additional remuneration for this, throughout the world, for the term of this Agreement.

8. TAXATION

1. Because the Agent is not a source of income for the Principal, since it acts in the name of and on the instructions of the Principal, and the persons from whom the Principal receives income are the Content Users, the Agent is not a tax agent in relation to the Principal and has no obligations to calculate, withhold, or remit any tax on the Principal's income.
2. The Agent pays applicable taxes on the agency fee it receives from the Principal in accordance with the tax rules applicable to the Agent.
3. The Agent hereby notifies the Principal that, where the Principal carries on independent activity conducted at its own risk and directed at systematically obtaining profit from the provision and sale of services, the Principal is obliged to register in the manner prescribed by the applicable law of its own jurisdiction.
4. The Principal is solely responsible for the assessment, declaration, and payment of all applicable taxes in its own jurisdiction arising from income received under this Agreement, and for compliance with all applicable tax filing and payment deadlines in that jurisdiction.

9. LIABILITY OF THE PARTIES

1. For the non-performance or improper performance of the obligations assumed under this Agreement, the Parties bear liability in accordance with applicable law;
2. For late payment of the agency fee or of costs incurred by the Agent, the Principal shall pay the Agent a penalty of 0.2% of the amount of the debt for each day of delay in payment of funds.
3. For late payment of funds for Content sold, the Agent shall pay the Principal a penalty of 0.2% of the amount of the debt for each day of delay in payment of funds, where there is a written demand from the Principal.
4. If, as a result of the placement of Content on the Platform, claims or demands are brought against the Agent by third parties in respect of the quality of the Content or as a result of an infringement of the results of intellectual activity of third parties, the Principal undertakes to settle these claims and demands on its own and to reimburse the Agent for the related costs and losses.
5. The Agent bears no liability to third parties for the placement/distribution of advertising materials provided by the Principal. The Principal bears full liability to the Agent, as well as to third parties, for the content of such materials.
6. If fines or penalties are imposed on the Agent by governmental authorities in connection with the placement of Content on the Platform (where these penalties are not connected with the Agent's breach of the terms of this Agreement), the Principal undertakes to compensate the Agent for such fines or penalties in full, within 10 (ten) calendar days from the moment of receiving the corresponding demand from the Agent.
7. The Agent bears no liability to the Principal for the copying, storage, placement, and/or distribution of materials and information by third parties not authorised by the Agent, nor for direct and/or indirect damage caused as a result of actions of third parties not authorised by the Agent.
8. The Principal is solely and fully responsible for the Content provided for placement on the Platform.
9. The Agent shall under no circumstances bear any liability under this Agreement for:
   1. any acts/omissions that are a direct or indirect result of the acts/omissions of the Principal and/or third parties;
   2. any direct or indirect losses and/or lost profits of the Principal and/or third parties, regardless of whether the Agent could have foreseen the possibility of such losses or not.

10. FORCE MAJEURE

1. The Parties are released from liability for the full or partial non-performance of obligations under the Agreement if it is the result of the occurrence of circumstances of force majeure, that is, circumstances arising as a result of extraordinary and unavoidable events in the given conditions which the Parties could not have foreseen or prevented, including strikes, riots, accidents on public transport, and acts of governmental authorities and administration to ensure security.
2. The Party affected by the circumstances of force majeure is obliged to notify the other Party of their occurrence within 2 (two) calendar days from the day they occur.
3. If the circumstances of force majeure continue for more than 60 (sixty) calendar days, then each Party has the right to terminate the Agreement unilaterally. In this case, the Parties make mutual settlements relating to the performance of obligations under the Agreement as at the moment of its termination.

11. DISPUTE RESOLUTION

1. The Agreement and all legal relations arising from it are governed by the laws of the Hong Kong Special Administrative Region. All disputes arising are resolved on the basis of the laws of the Hong Kong Special Administrative Region.
2. All disputes, disagreements, and claims that may arise in connection with the performance, termination, or invalidation of the Agreement, the Parties will endeavour to resolve through negotiation. The Party that has a claim and/or disagreement sends the other Party a message setting out the claim and/or disagreement that has arisen.
3. The Parties have established a mandatory pre-action complaint procedure for resolving disputes. In this case, the party that has received a complaint must review it and respond to the other party within 10 (ten) business days from the moment of receiving the complaint.
4. If agreement on a dispute that has arisen is not reached through negotiation and resolution of the dispute under the complaint procedure, the dispute shall be submitted for consideration to the courts of the Hong Kong Special Administrative Region.

12. CONFIDENTIALITY AND PERSONAL DATA

1. The Parties to the Agreement undertake to maintain the confidentiality of information. Confidential information under the Agreement includes the personal data of individuals that the Parties provide to one another and that is processed in the course of performing the Agreement, as well as any information whose confidentiality has been expressly designated by one of the Parties (its owner) by marking the material carriers of such information "Confidential" or by sending the other Party a corresponding notice.
2. The Parties undertake to handle confidential information with the same degree of care and diligence with which the receiving Party handles its own confidential information, but in no case below a level of reasonable care.
3. Upon accepting this Agreement, the Principal consents to the processing of personal data in accordance with the Privacy Policy and gives Consent to the processing of personal data by marking the corresponding checkbox on the Platform and/or in the Principal's Personal Account.
4. Processing of personal data means the recording, systematisation, accumulation, storage, refinement (updating, amendment), retrieval, use, transfer (distribution, provision, access), depersonalisation, blocking, deletion, and destruction of personal data that does not fall under the special categories for the processing of which, under the Hong Kong Personal Data (Privacy) Ordinance (Cap. 486), the written consent of the Principal is required.
5. Processing of personal data is carried out for the purpose of the Agent's performance of its obligations under this Agreement, providing the Principal with feedback when using the Platform, and sending informational and advertising messages to the email address provided by the Principal upon registration (purchase of services).
6. The Principal may withdraw its consent to the processing of personal data at any time by sending the Agent a corresponding notice to: legal@rejoin.network.
7. Under this Agreement, the Principal consents to receiving informational newsletters and advertising materials from the Agent at the email address and contact telephone number provided by the Principal upon registration on the Platform.
8. Consent to receiving informational newsletters and advertising materials may be withdrawn by the Principal at any time by sending the Agent a corresponding notice to: legal@rejoin.network.
9. Where the Principal provides a review of the Agent's completed instructions or services, the Principal provides the review, together with any materials and images accompanying the review, free of charge, for an unlimited period.
10. The Principal consents to the use of its personal data, social-media handle, and case study within the framework of the services provided by the Agent, for the Agent's advertising purposes, free of charge.

13. AMENDMENT AND TERMINATION OF THE AGREEMENT

1. The Agent reserves the right to amend or supplement any of the terms of the Agreement at any time by publishing all changes on the Platform. If the published changes are unacceptable to the Principal, then within 7 (seven) calendar days from the moment the changes are published the Principal must notify the Agent of this in writing. If no notice is received, the Principal is deemed to continue to participate in the contractual relations on the new terms.
2. Either party may withdraw from performance of the Agreement by written notice to the other party at least 30 (thirty) calendar days before the date of termination of the Agreement. In this case, the Agreement is deemed terminated from the date specified in such notice.
3. Termination of the Agreement does not result in the automatic discharge of debts arising before the date of termination of the Agreement.
4. Upon termination of the Agreement, the Parties conduct a mutual reconciliation of settlements and make a final settlement with one another no later than 10 (ten) calendar days from the moment of termination of the Agreement.
5. The Agent has the right to unilaterally terminate or suspend this Agreement with the Principal in the event of:
   1. late payment of the agency fee and of the Agent's costs incurred in the course of performing obligations under this Agreement, until the debt is fully discharged.
   2. if the Principal's activity is, for any well-founded reasons, doubtful and requires verification by the Agent's staff, with written notice of this to the Principal 3 (three) calendar days before the date of suspension or termination of the Agreement for such reasons.
6. Suspension of interaction under the Agreement may be lifted after a verification is carried out, if no breaches were identified as a result.

14. FINAL PROVISIONS

1. This Agreement enters into force from the moment of its acceptance until the date agreed by the Parties in the Personal Account, and, in respect of financial settlements, until the Parties have fully performed their obligations under this Agreement.
2. On all matters not regulated by this Agreement, the Parties are governed by the applicable laws of the Hong Kong Special Administrative Region.
3. A finding by a court that any provision of this Agreement is invalid or unenforceable does not entail the invalidity of its other provisions.
4. The Parties recognise themselves as participants in electronic interaction in accordance with applicable law and agree that all documents in electronic form signed with a simple electronic signature are recognised as electronic documents equivalent to documents on paper carriers signed with a handwritten signature. Electronic document exchange is carried out by the Parties at the email addresses specified by the Agent in the Agreement and specified by the Principal upon registration on the Platform.
5. When a document is signed with a simple electronic signature (hereinafter "SES"), identification of the personalities of the Principal and the Agent is carried out through their email addresses and their passwords. The Parties warrant that third parties do not know the passwords to the Parties' email addresses. Each of the Parties has excluded the possibility of documents being signed (including with an SES) by unauthorised persons.
6. The Parties undertake to send all messages, notices, statements, and documents (including messages that constitute replies) to the email addresses, public postal addresses, messenger addresses and numbers, and telephone numbers assigned to:
   1. the Agent's details — on the Platform;
   2. the Principal's details — in the Personal Account.
7. Documents that, in a Party's opinion, have legal significance, a Party has the right to request in paper form. Such documents, as well as documents that a Party itself considers necessary to send in paper form, are sent to the addresses specified:
   1. the Agent's details — on the Platform;
   2. the Principal's details — in the Personal Account.
8. The Parties warrant the operability of the specified means of communication and independently bear the risks associated with the non-receipt, late receipt, or dispatch of messages, or with the failure to review their content, in connection with any technical faults, lack of access to them for any reason (including lack of access to the Internet), as well as the application of spam filters and other results of special sorting of messages.

15. AGENT'S DETAILS:

RE:JOIN LIMITED A company incorporated in the Hong Kong Special Administrative Region Registered office: RM 68, 7/F, Woon Lee Commercial Building, 7 Austin Avenue, Tsim Sha Tsui, Hong Kong Website: https://rejoin.network Legal/privacy contact email: legal@rejoin.network General enquiries: hello@rejoin.network

Published on 03.11.2023.