1. GENERAL PART
1. The keepme.live web site serves for obtaining comments and displaying them on Clients' Web Pages,
2. Registration at the keepme.live website is voluntary and involves the conclusion of an agreement with "STOP" through free registration,
2. DEFINITIONS
1. OBTAINING COMMENTS means cooperation between STOP and the Client in which keepme.live provides a panel for displaying comments,
2. CLIENT means:
1. a natural person having a full capacity to inter into legal transactions and residing in Poland or another member state of the European Union or anywhere in the world,
3. AGREEMENT - means an agreement for joining the keepme.live website under the Terms and Conditions contained herein, as concluded between STOP and the Client,
4. REGISTRATION - means a process involving the conclusion of the Agreement and including: filling in an electronic registration form with telephone and address details of the Client and making a statement about acceptance of these Terms and Conditions,
5. CLIENT'S ACCOUNT - means an information panel about comments purchased, funds collected and various statistics as provided for the Client,
6. CLIENT'S WEB PAGE - means a page on which the Client provides an advertising space for STOP to display codes,
7. FUNDS COLLECTED - are commissions paid to Clients by STOP for providing advertising space to display comments,
8. USER - means an external person or other entity who/which has purchased a service of displaying a comment on the Client's Web Page from keepme.live,
9. ADVERTISING MATERIALS - text and graphic materials which are displayed on the Client's Web Page using the Code and concerning especially Products and Services which belong to STOP,
10. COMMENT - means purchased advertising materials which are displayed on advertising spaces provided by the Client,
11. CODE - means a code provided for the Client thanks to which the Client may display Comments,
3. TERMS AND CONDITIONS
1. STOP acts according to principles described in these Terms and Conditions,
2. These Terms and Conditions are available in an electric form at the URL address keepme.live/terms,
3. STOP provides these Terms and Conditions before concluding the Agreement,
4. The Client will be informed of any changes of these Terms and Conditions in information sent to the e-mail address indicated in the registration form and after logging in to the Client's account. Additionally, amended Terms and Conditions shall be published on the keepme.live site referred to above,
5. Any amendments to these Terms and Conditions shall enter into force within 30 days of announcing them,
6. If the Agreement is not terminated by the Client within 14 days of announcing an amendment to these Terms and Conditions, it means that the Client has accepted it,
4. CONCLUSION OF AGREEMENT AND CHANGE OF DETAILS
1. Participation in the keepme.live website is possible only after Registration,
2. The Agreement is deemed as concluded at the moment of Registration,
3. By registering the Client agrees:
1. on receiving information concerning keepme.live to the Client's e-mail address,
2. on receiving commercial information in the meaning of the Act on providing services by electronic means to the Client's e-mail address,
3. that personal information included in the Registration form be processed by STOP,
4. A change of telephone and address details of the Client is possible at any time. It does not concern details necessary to pay Collected Funds (e.g. bank account number), which may be updated after STOP makes it possible to edit such details. Such details are updated after STOP is informed of the Client's intent to make the change,
5. Any changes of details may not lead to misleading or changing of the Client,
6. STOP is authorized to demand additional documents confirming the Client's status and telephone and address details. Failure to provide such documents entitles STOP to terminate the Agreement with an immediate effect,
5. RIGHTS, OBLIGATIONS AND RESPONSIBILITY OF STOP
1. STOP provides the Client with the Code and the Client's Account,
2. STOP is not responsible for Codes which have not been generated using Tools for generating codes or which have been modified in any way by the Client or any third parties,
3. STOP is authorized to control Client's Web Pages, especially with regard to:
1. their compliance with these Terms and Conditions and STOP's guidelines,
2. their accessibility and working order,
3. their aesthetic qualities, way of presenting Comments and other contents placed on the Page,
4. validity and correctness of Client's details,
5. validity of offers including Services,
4. A negative verification of the Client's Web Page authorizes STOP to refuse to conclude the Agreement, demand to remove the Code until necessary changes are made (suspension of participation in keepme.live) or terminate the Agreement with an immediate effect,
5. STOP holds intellectual property rights to denotations concerning keepme.live, to the published code and to software necessary for comments to function. The Client is authorized to use them only as described in the Agreement,
6. STOP is not responsible for:
1. damages incurred as a result of acts or omissions of third parties for which STOP is not responsible,
2. faulty equipment or systems (e.g. ICT) independent of STOP,
3. force majeure or other factors independent of STOP,
4. acts or omissions of Users, including offers sent and services provided by them,
5. Client's failure to achieve expected profits from the participation in keepme.live,
7. STOP is entitled to terminate the Agreement with an immediate effect if the Client acts against interests of STOP or Users or takes actions or places contents on the Client's Web Pages, referred to in Enclosure no 2 to these Terms and Conditions, especially which constitute criminal acts or acts which infringe provisions of the Polish law,
8. STOP shall update Services and take actions aimed at updating codes displayed on Clients' Web Pages,
6. CLIENT'S RIGHTS AND OBLIGATIONS
1. The Client is obliged to provide STOP with spaces on the Client's Web Pages so that STOP could place on them Codes at its discretion. The Client is authorized to download codes or site templates of its choice from the Client's Account so that such materials could be published on the Client's Web Page under the Agreement,
2. The Client may not intervene in the contents, shape or form of the code and the site layout beyond the scope determined by STOP,
3. The Client's Web Page should be made in a complete and aesthetic manner, which is conceptually, functionally and thematically uniform. Enclosure 2 of these Terms and Conditions includes prohibited contents and acts concerning the Client's Web Page,
4. The Client is obliged to keep the Client's Web Page in a working order. A lack of access to the Client's Web Page for a period longer than 24 hours in a month authorizes STOP to reduce the fee on a pro rata basis,
5. The Client may provide any number of Client's Web Pages for one Client's Account.
6. It is prohibited to use any contents coming from keepme.live pages which could transgress the provisions of the Agreement without a written consent of STOP,
7. It is prohibited to use the registered trade mark of keepme.live, especially in the name and contents of the Client's Web Page and in any other manner than described in these Terms and Conditions, without a written consent of STOP,
8. The Client is obliged to remove codes and received materials from the Client's Web Page immediately after the Agreement has been terminated,
9. The Client is prohibited to use the word donation and its derivatives as the keepme.live website conducts activities concerning the agency of adding comments and text advertisements on clients' pages. The keepme.live website reserves the possibility to directly edit a page modified by the Client,
10. The Client is prohibited to disclose trade secrets arising from the Agreement concluded between the Client and STOP concerning commission rates agreed with STOP,
7. RIGHTS AND OBLIGATIONS OF THE USER
1. A Comment purchased by the User shall appear on the Client's Web Page,
2. The User makes payment using one of methods offered by STOP,
3. STOP reserves the right to withdraw the User refunds if the User does not give the reason or if STOP recognizes a given reason as insufficient,
4. STOP shall not display comments due to User's failure to pay for services,
8. PRINCIPLES CONCERNING PAYMENT FOR DISPLAYING COMMENTS
1. For carrying out the Agreement, STOP shall pay the Client commission per comments displayed on provided advertising spaces according to the Commission Table constituting Enclosure 1 to these Terms and Conditions. STOP shall not pay amounts received directly via text messages,
2. Funds collected shall mean commission to be paid to the Client,
3. Funds collected for purchased comments as due to the Client are calculated per a monthly period on the basis of a calendar month,
4. Funds collected are paid to the Client's bank account indicated in the registration form. STOP number or indication of a bank account number other than belonging to the Client,
5. Funds collected in a given month are due if the Client's Account balance is not lower than €20. For an active VAT payer, the amount of €20 shall be understood as a net amount,
6. Funds collected are payable from the 8th day of the month for which the funds collected are due up to 3-4 working days of the day following the payment order made via the panel on the Client's Account, subject to Point 5,
7. Any commission settlements with Clients shall be made accurate to one cent, the value of cent being rounded,
8. Funds collected by registered active VAT payers shall be paid on the basis of VAT invoices and by remaining Clients - on the basis of payment orders made by them, Payment of funds collected shall be made not earlier than 7 working days of receiving the VAT invoice or bill by STOP,
9. Payment of funds collected is made on condition of handing over a bill or invoice to STOP,
10. If Client's details are incorrect, not complete or make it impossible for STOP to pay funds collected, STOP shall call the Client to provide correct details within 5 working days. No response to such call shall result in paying funds collected in the subsequent settlement month, if such details have been corrected by then,
11. Payment of funds collected shall be withdrawn unless the Client being a legal person, non-corporate body or a natural person who conducts business activities provides, along with the first invoice/bill, copies of the following (depending on the form of organization), respectively: an up-to-date extract from the Register of Entrepreneurs of the National Court Register or another register of companies in a country of the Client's registered office or residence, a certificate on an entry to the Business Activities Register or an extract from the Business Activities Register issued in the last 6 months, a certificate on assigning a REGON number (if it was assigned), a decision on assigning a Tax ID (NIP) or an identification number for fiscal purposes assigned by a member state of the EU, a confirmation on registration as an active VAT payer (if applicable),
12. Business entities registered abroad are obliged to provide tax residence certificates. If such certificates are not provided, payments for foreign suppliers shall be reduced by tax deducted according to applicable laws,
13. If the User informs STOP of any irregularities in performing the Agreement, STOP has the right to withdraw payment of funds collected until all circumstances are clarified. If such clarification is not possible within 30 days, STOP shall inform the Client of another expected time-limit for dealing with the matter,
14. If it is found that funds collected by the Client were calculated as a result of Client's infringement of these Terms and Conditions, commission of a prohibited act or under false pretences, irrespective of consequences described in Enclosure no 2 to these Terms and Conditions (Prohibited acts), such funds collected shall not be paid to the Client and if such collected funds have already been paid by STOP, STOP shall take actions to recover such unduly paid amounts,
15. If during the period of 12 months funds collected are not drawn by the Client from the collected minimum amount to be paid, as referred to in Point 2.6, then STOP immediately call the Client to draw the money collected on its account within 3 days of the day of such call. After the elapse of the above-mentioned time-limit, the period of limitation in which the Client may claim the funds shall be calculated. The elapse of the time-limit (3 days) referred to in the previous sentence is equivalent to the beginning of the period of limitation in which the Client may claim the funds,
9. TERMINATIONA AND EXPIRY OF AGREEMENT
1. The Agreement is concluded for an indefinite period of time,
2. The Agreement may be terminated by each party with a 14-day prior notice. The termination of the Agreement is effected by sending a termination notice to the e-mail address or by post, on the day of receiving such notice,
3. If the Client does not respond to the call concerning the provision of updated details necessary to perform the Agreement or making changes on the Client's Web Page within 2 months, the Agreement shall expire after the elapse of such period,
4. If the Client infringes these Terms and Conditions, STOP may terminate the Agreement with an immediate effect (i.e. on the day of sending the termination notice to the e-mail address of the Client),
5. The Client is entitled to a fee for the period up to the termination of the Agreement. However, if the calculated fee on the day of terminating the Agreement is lower than €20, the fee shall not be paid to the Client and such amount shall be recognized against operational costs connected with holding and closing the Client's account,
6. The Agreement shall expire in the following cases:
1. if during the period of 6 months from the day of registration, the Client has not received any comments or during the same period no fee is due to the Client,
2. if during the period of 6 months from the day of registration, the fee due to the Client does not exceed at least the gross amount of €20,
10. COMPLAINT PROCEDURE
1. The Client may make a complaint concerning the functioning of keepme.live by e-mail or by post,
2. The complaint should be made immediately after the event which is the ground for the complaint was found; however, not later than within three months from the occurrence of such event. If the complaint concerns the fee, the above-mentioned period should be counted from the day on which requirements which entitle the Client to the fee were met (e.g. the day of a comment placed properly by the User, opening the account by the Client, minimum payment, etc.),
3. In the case of making the complaint by post, the day of receiving the correspondence by STOP shall be decisive when determining if the above-mentioned time-limit was reached,
4. The complaint should concisely describe the state of affairs, provide telephone and address details of the Client, specify potential demands and include documents and information necessary to settle the matter,
5. STOP receives complaints on working days from 9 a.m. to 5 p.m.,
6. If additional documents or information are required to clarify the matter, STOP shall inform the Client about that,
7. The complaint should be handled within 14 days. If it is impossible to clarify the matter within such period, STOP shall inform the complainant about that and indicate an expected time of completing the matter,
11. FINAL PROVISIONS
1. All information and declarations of STOP, including the one concerning termination of the Agreement, shall be deemed served when sent at the Client's e-mail address indicated on the registration form,
2. All information and declarations of the Client, including the one concerning termination of the Agreement, shall be deemed served when sent at the following e-mail address: contact@keepme.live and after receiving the conformation of the receipt by STOP,
3. Provisions of the Civil Code shall apply in matters not regulated in these Terms and Conditions,
4. In the event of any disputes arising from the Agreement the Parties shall make every effort to settle them amicably,
5. If a dispute is not settle amicably, each Party may bring the case to court having a jurisdiction over the registered office of STOP,
6. These Terms and Conditions enter into force on 1.06.2016,

Enclosure no 1 STOP Commission Table.