Marketing Support Agreement

Introduction

This Agreement is between you, the client (Client, Broker, you, your) and PayBitoPro (we, our, us, developer), which is the owner and operator of an online platform for the provision of brokerage services in cryptocurrencies (the Platform) which can be accessed at www.paybito.com (the Website) or via our Android/iOS mobile Apps or desktop application.

Background

PayBitoPro is a Technology company that offers software and hardware products and services to client organizations. Client wishes to engage us in recruiting marketing resources for the Client. The Parties wish to establish the legal basis in connection with the above-mentioned business, and to perform their respective obligations, under the terms and conditions outlined in this Agreement.

Definitions

In this Agreement:

“Candidate” refers to applicants for the following positions: (a) Senior Marketing Manager (SEO & Social Media), (b) Senior Content Writer, and (c) Senior Motion Graphics & Video Editor.
“Position” denotes the role for which the Candidate is being considered based on the requirements outlined in this Agreement.
“Requirements” represent the criteria provided to the Recruiter by the Company, as detailed in this Agreement.
“Presentation,” “Presented,” “Present” signifies the submission in writing of the Candidate’s particulars to the Company, including their CV, name, or any other information sufficient for identification. Presentation is considered to have occurred regardless of whether the Candidate eventually signs on for a position different from the one initially presented.
“Sign On” indicates the execution of an employment or consultancy agreement between the Company and the Candidate, regardless of its conditions.
“Termination,” “Terminate,” “Terminates” refer to the conclusion of the Candidate's employment under specific circumstances: resignation by the Candidate, dismissal for breach of contract, dismissal for gross misconduct, or failure of the Candidate to commence employment despite executing an employment or consultancy agreement.
“Another Agent” pertains to any individual representing or claiming to represent the Candidate, with or without the Candidate's instruction, whether for financial gain or not, and regardless of involvement in recruitment or Human Resources (HR).
“Fees” represent the fees specified in this Agreement.

Unless it is evident from the context and having regards to the generality of the Agreement that a clause intends to mean otherwise: words denoted in the singular only shall include the plural and vice versa; words denoted in any gender shall include all genders; and, terms denoting people or persons shall include both natural and legal persons (such as corporations) and vice versa.

The heading names in the Agreement are provided as a reference only and do not form part of the Agreement.

The Agreement may be executed in both English and other languages. If there is a conflict between the agreement in its various translations the English version shall prevail.

The illegality or unenforceability of any clause (or part thereof) shall have the effect of voiding that clause (or part thereof) only and not the entirety of the Agreement.

This Agreement may be executed either in one original or in two counterparts.

The terms of the Agreement shall be deemed to be binding on both Parties based on their respective conduct notwithstanding any error or defect in the execution of the Agreement.

Provision of Information

In order to enable the Recruiter to locate suitable Candidates the Company will promptly provide the following information to the Recruiter:

An executive summary of the Company including its areas of operation, samples of their work etc.
A detailed description of the Position including salary, benefits, conditions of employment, place of work and any other relevant considerations.
A detailed description of the desired applicant.
A copy of their human resources HR policy, if any.
A sample employment contract detailing the terms on which the Candidate would be engaged.

The performance by the Recruiter of its obligations under this Agreement is conditional upon receipt of the above and changes in these requirements must be notified in writing as soon as practicable.

Obligations of the Recruiter

The Recruiter will use its best endeavors to locate a suitable Candidate and Present this Candidate to the Company. The scope of work of resources is defined in Exhibit A. The job descriptions of the resources are defined in Exhibit B. The Recruiter will use their skill, experience in recruitment and human resources (HR) as well as industry knowledge to locate, screen, interview and test Candidates. The Recruiter may undertake searches for Candidates directly or may outsource this role to third parties or networks. Specialist tests such as drug testing, background checks and credit checks are not performed by the Recruiter.

Fees

The Client must be active in Plus subscription plan at all times for these resources to be available to the Client.

Out of Pocket Expenses

In addition to the fees outlined in the Agreement, the Company undertakes to pay, reimburse and to indemnify the Recruiter against all reasonable costs, overheads and out-of-pocket expenses incurred by the Recruiter within the scope of and during the operation of the Agreement provided always that any such expenses are approved by the Company in writing before they are incurred and that documentary evidence of the payment of said costs and their bona fide nature is presented promptly.

Application via Another Agent And Direct Application

It is agreed that:

The Recruiter’s Fees are still payable notwithstanding the subsequent Presentation of the Candidate to the Company by Another Agent.
The Recruiter’s Fees are still payable notwithstanding the subsequent application of the Candidate to the Company directly.
The Recruiter’s Fees are not payable if the Candidate has already been Presented to the Company (directly or by Another Agent). The Company therefore undertakes to inform the Recruiter within seven (7) days of learning the Candidate’s name if that Candidate has already been Presented directly or by Another Agent. Failure to comply with this requirement shall constitute a waiver of rights under this clause by the Company.
Nothing in this clause shall affect the provision of any other clause mentioned previously.

Termination of Candidate

In the event of Termination within ninety (90) days of the Candidate commencing Employment the Recruiter shall:

Provide another Candidate at no extra cost to the Company; or,
If no suitable new Candidate can be found then the Company shall not be liable for the payment of fees under the ‘Fees’ Section (and shall refund said fees if they are already paid). This clause shall not affect the provisions of any other clause mentioned previously.

Duration

The Agreement shall commence on the date of its execution and shall have effect until any of the following occurrences at which point the Agreement will end:

The completion of the minimum 12-month contract period.
The failure of the Company to make payments at the beginning of each month for 12 consecutive months.
The provision of 60 (thirty) days’ notice in writing by either Party for cancellation; failure to provide such notice will result in automatic renewal of the Agreement.

Warranties and Indemnities

Both Parties warrant that they have the necessary power and approval to enter into the Agreement.
Both Parties warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations under the Agreement.
The Recruiter acknowledges that he/she does not have the right to bind the Company.
The obligations and benefits under this Agreement may be assigned by either Party provided that the other Party first agrees in writing to said assignment.
The failure or delay by either Party to enforce any term of this agreement or to act upon a breach of any term shall not constitute a waiver of their rights..
Both Parties warrant that they will not do anything to hinder or adversely affect the execution of the other Parties’ duties under the Agreement.
Both Parties agree to submit to the exclusive jurisdiction of the courts and legal system as stipulated in the agreement.
The Company accepts that the Recruiter is not liable for (and agrees to hold him/her harmless for) any losses arising out of:

Any deception, misrepresentation, fraud or fraudulent statement by the Candidate howsoever made and whether by act, conduct or omission.
Any loss howsoever arising caused by the Candidate acting underemployment to the Company including losses due to negligence or gross misconduct.
Any loss caused by the Candidate failing to take up employment as agreed.

Confidentiality

It is agreed that:

The Recruiter shall ensure that any confidential information or material which is obtained during the scope of this Agreement or in negotiation thereof is kept confidential including but not limited to the details of the Position and the proposed salary thereof.
The Company shall ensure that the details of the Candidate are kept confidential at all times and undertake not to share this information with any third parties.
The Recruiter undertakes that he shall not expose any confidential information except with the prior written consent of the Company or if directed to do so by a competent Court provided that such information has not previously entered the public domain by other means.
The terms outlined in the above three points shall remain in effect indefinitely, even after the termination of this Agreement.

Variation

Any variation to this Agreement shall be made in writing and signed by both Parties.

Notices

Any notice served under this Agreement shall be made in writing and shall be considered served if it is handed to the other Party in person or delivered to their last known address or any other such address as the Party being served may have notified as his address for service. All notices shall be delivered in English.

Governing Law, Disputes and Arbitration

It is agreed that:

The Agreement is made under the exclusive jurisdiction of the laws of California, USA.
Disputes under this Agreement shall be subject to the exclusive jurisdiction of the courts of California.
Both Parties agree that in the event of a dispute, they will submit to arbitration before the International Chamber of Commerce, engaging a single arbitrator whose decision shall be deemed final, notwithstanding the terms outlined above.

Exhibit A

Scope of work

Content Creator

Website Content Creation: Developing engaging and informative content for the company's website to attract and retain visitors.
Marketing Content Creation: Crafting compelling content for marketing materials such as brochures, flyers, and advertisements to effectively communicate the brand message.
Social Media Content Creation: Generating creative and relevant content for various social media platforms to increase brand visibility and engagement.
Article and Blog Writing: Produce high-quality articles and blog posts on relevant topics to establish thought leadership and drive organic traffic to the website.
Technical Document Creation: Drafting technical documents to explain complex concepts or processes related to the company's products or services.
Whitepaper Writing: Crafting comprehensive whitepapers that explain the company's offerings, technologies, or solutions in detail.

Content Distributor

Article and Blog Posting: Publishing articles and blog posts on the company's website and other relevant platforms to increase online presence and attract potential customers.
Social Media Posting: Regularly sharing content on social media platforms to maintain an active online presence and engage with the audience.
Press Release Publication: Drafting and distributing press releases to announce company news, events, or product launches to the media and relevant stakeholders.
Guest Posts at Third-Party Sites: Collaborating with industry-related websites or blogs to publish guest posts and reach a wider audience.
Outreach to Target Customers Through Social Media Channels: Proactively reaching out to potential customers through social media channels to increase brand awareness and drive traffic to the website.

Marketing Manager

Overall Marketing Plan Creation and Monitoring: Developing comprehensive marketing plans aligned with business objectives and monitoring all marketing activities to ensure their effectiveness.
Influencer Marketing: Identifying and collaborating with relevant influencers to promote the brand and reach new audiences.
Coin Listing or Exchange Listing Activities: Facilitating the listing of the company's cryptocurrency on various exchanges or platforms as per project requirements.
KPI Monitoring: Setting key performance indicators (KPIs) and regularly monitoring and analyzing marketing metrics to evaluate the success of campaigns and initiatives.
Responsible for Overall Performance of the Project: Taking ownership of the project's marketing efforts and ensuring that goals are met within the allocated budget and timeline.
Whitepaper Planning: Planning the content and structure of the project's whitepaper to effectively communicate its vision, technology, and value proposition.
Roadmap Creation of the Project: Developing a roadmap that outlines the key milestones and timelines for the project's development and marketing efforts.

Video Content Creator

Video Creation (Product Video, Testimonial Video, Informative Video): Producing various types of video content to showcase products, capture customer testimonials, and educate the audience about relevant topics.
Graphics for the Website and Social Media Platforms: Designing visually appealing graphics for the company's website and social media platforms to enhance brand identity and engagement.
Engaging Videos for Social Media Posts: Creating short and engaging videos optimized for social media platforms to increase reach and engagement with the target audience.
Videos for Promotional Paid Campaigns: Developing promotional videos for paid advertising campaigns to effectively promote products or services and drive conversions.

Video Content Editor

Editing Video Content: Editing raw footage to create polished and professional videos that align with the company's brand and messaging.
Graphic Design for Videos: Incorporating graphics, animations, and visual effects into videos to enhance storytelling and engagement.
Audio Editing: Enhancing audio quality and adding sound effects or background music to improve the overall viewing experience.
Optimization for Different Platforms: Optimizing videos for various platforms and devices to ensure maximum visibility and engagement across different channels.

Exhibit B

Job description for the resources

Content Creator

Job Brief: Join our team as a Content Creator and shape our brand's online presence. You'll craft compelling content across platforms to engage our audience and drive brand awareness.

Responsibilities:

Develop engaging content for websites, marketing materials, and social media.
Write articles and blog posts to drive organic traffic and establish thought leadership.
Collaborate on content strategies aligned with business objectives.

Requirements:

Bachelor's degree in Marketing, Communications, English, or related field (or equivalent experience).
Proven experience in content creation with a strong portfolio.
Excellent written and verbal communication skills.
Proficiency in content creation tools and software.

Content Distributor

Job Brief: Join our team as a Content Distributor and amplify our brand's message online. You'll publish and promote content to engage our audience and drive website traffic.

Responsibilities:

Publish articles, blog posts, and press releases on various platforms.
Manage social media accounts and share content to engage our audience.
Collaborate on content partnerships to expand our reach.

Requirements:

Bachelor's degree in Marketing, Communications, English, or related field (or equivalent experience).
More than 2 years of experience in content distribution with a strong portfolio.
Excellent written and verbal communication skills.
Proficiency in social media management tools and platforms.

Marketing Manager

Job Brief: Join our team as a Marketing Manager and lead our marketing strategy. You'll drive brand growth through effective plans and campaign management.

Responsibilities:

Develop comprehensive marketing plans aligned with business objectives.
Identify and collaborate with influencers to promote the brand.
Monitor KPIs and analyze metrics to evaluate campaign success.

Requirements:

Master's degree in Marketing, Business Administration, or related field.
More than 5 years of experience in marketing management with a strong portfolio.
Excellent analytical and problem-solving skills.
Ability to lead cross-functional teams.

Video Content Creator

Job Brief: Join our team as a Video Content Creator and tell our brand story visually. You'll produce engaging videos for our audience.

Responsibilities:

Produce videos showcasing products, testimonials, and informative content.
Design graphics for website and social media.
Create engaging videos optimized for social media.

Requirements:

Bachelor's degree in Film Production, Digital Media, or related field (or equivalent experience).
More than 1-year experience in video production with a strong portfolio.
Proficiency in video editing software and graphic design tools.
Strong creative vision and storytelling abilities.

Video Content Editor

Job Brief: Join our team as a Video Content Editor and shape our brand's visual identity. You'll edit and enhance videos to create polished content.

Responsibilities:

Edit raw footage to create professional videos.
Incorporate graphics and visual effects to enhance storytelling.
Optimize videos for various platforms.

Requirements:

Bachelor's degree in Film Production, Digital Media, or related field (or equivalent experience).
More than 3 years of experience in video editing with a strong portfolio.
Proficiency in video editing software.
Attention to detail and ability to work efficiently under deadlines.