Anti-Circumvention Agreement

Concluded in Rīga on the date of the User’s acceptance through the Platform.

(1) Sabiedrība ar ierobežotu atbildību “Lasso.lv”, registration number 40103439557, legal address Buldurpungas iela 4, Rīga, LV-1024, Latvia, e-mail for notices [email protected], represented by [Blank], sole board member, acting on the basis of the Articles of Association (the “Operator”); and

(2) the User — the person identified in the Platform account through which this Agreement is accepted, by the name, registration number or personal identity number, address, e-mail address and representative recorded in that account at the time of acceptance (the “User”),

each a “Party” and together the “Parties”.

Recitals

A. The Operator operates the online marketplace advertise.lv (the “Platform”), through which owners and managers of advertising space (“Hosts”) list their Ad Space and persons wishing to place advertising (“Advertisers”) find, contact and book it.

B. The Operator’s remuneration for its intermediation is the Platform Fee charged on Bookings made through the Platform. The Operator invests in attracting Hosts and Advertisers to the Platform and can only earn its remuneration if the transactions between the Hosts and Advertisers it brings together are concluded through the Platform.

C. The User wishes to use the Platform as a Host, as an Advertiser, or both, and acknowledges that the Operator grants access to the Platform — and to the Hosts and Advertisers on it — in reliance on the undertakings in this Agreement.

1. Definitions and interpretation

1.1 In this Agreement the following terms have the following meanings:

“Ad Space” means any physical or digital advertising inventory that is listed, or is of a kind that may be listed, on the Platform — including screens, displays, billboards, banners, printed surfaces, digital advertising slots and similar media — together with any substitute or additional inventory at the same venue or under the control of the same Host.

“Affiliate” means, in relation to a Party or an Introduced Party: (a) any person who directly or indirectly controls, is controlled by, or is under common control with that person; (b) its shareholders, board members, employees, agents and contractors; and (c) where that person is a natural person, their spouse and relatives up to the second degree, and any company in which any of them is a shareholder or board member.

“Booking” means an agreement for the use of Ad Space concluded between a Host and an Advertiser through the booking functionality of the Platform, in accordance with the Platform Terms.

“Booking Value” means the total consideration, excluding VAT, payable by the Advertiser for the use of the Ad Space under a Booking or a Direct Transaction. Where the consideration is wholly or partly non-monetary (for example barter, sponsorship or services) or is not disclosed to the Operator, the Booking Value is deemed to be the price listed on the Platform for the same Ad Space and period or, if there is no such listing, the Operator’s reasonable estimate based on comparable listings on the Platform.

“Direct Transaction” means any agreement, arrangement or understanding — whether written, oral or implied, whether or not legally binding, and including any renewal, extension, variation, barter or sponsorship arrangement — between the User or its Affiliate and an Introduced Party or its Affiliate for the use of Ad Space, which is concluded or performed otherwise than as a Booking.

“Introduced Party” means any Host or Advertiser, together with its Affiliates: (a) whose identity, listing or contact details the User first obtained through the Platform; (b) with whom the User has exchanged messages, booking requests, offers or quotes through the Platform; or (c) with whom the User has concluded a Booking.

“Introduction” means, in relation to an Introduced Party, the first of the events described in the definition of “Introduced Party” to occur.

“Platform Fee” means the commission or other remuneration payable to the Operator for a Booking under the Platform Terms in force at the relevant time, being 15 % of the Booking Value as at the date of this Agreement.

“Platform Terms” means the Terms of Service, the Host Agreement, the Advertiser Agreement and the Privacy Policy of the Platform, as amended from time to time in accordance with their terms.

“Restricted Period” means, in relation to each Introduced Party, the period beginning on the date of the Introduction and ending 12 (twelve) months after the latest of: (a) the date of the Introduction; (b) the date of the last communication between the User and the Introduced Party through the Platform; and (c) the end date of the last Booking between the User and the Introduced Party — subject to clause 7.3.

1.2 “Written” and “in writing” include e-mail and messages sent through the Platform’s messaging system, unless this Agreement provides otherwise.

1.3 The User is bound by this Agreement in every capacity in which it uses the Platform, whether as a Host, as an Advertiser, or both. Where the User acts through an Affiliate, the User is responsible for the Affiliate’s acts and omissions as for its own.

1.4 Headings are for convenience only. “Including” means “including without limitation”.

2. Non-circumvention undertaking

2.1 During the Restricted Period, the User shall not, directly or indirectly, alone or together with or through any Affiliate or other person:

• conclude, negotiate, solicit, invite or accept a Direct Transaction with an Introduced Party;
• encourage, induce or assist an Introduced Party to deal outside the Platform, including by offering or accepting a price, discount or other term that is conditional on bypassing the Platform;
• use the identity, contact details or any other information about an Introduced Party obtained through the Platform for the purpose of a Direct Transaction, or disclose such information to any third party for that purpose;
• renew, extend or vary a Booking, or conclude a further agreement for the same or other Ad Space with the Introduced Party, otherwise than as a new Booking through the Platform; or
• structure any transaction — for example through a different venue, a related company, a nominee, an agency, a sponsorship or barter arrangement, or by splitting or re-labelling the service — with the purpose or effect of avoiding the Platform Fee.

2.2 The undertaking in clause 2.1 applies irrespective of which side initiated the contact or made the proposal, and irrespective of whether the User believed the Introduced Party to be bound by an equivalent undertaking.

2.3 Off-Platform contact details. Until a Booking with the relevant Host or Advertiser has been confirmed on the Platform, the User shall not include telephone numbers, e-mail addresses, website links, social-media handles or invitations to make contact outside the Platform in any listing, message, booking request, offer or profile. The Operator may remove or redact such content without notice.

2.4 Pre-existing relationships. Clause 2.1 does not apply to a Host or Advertiser with whom the User already had a business relationship concerning Ad Space before the Introduction, provided that: (a) the User notifies the Operator of that relationship in writing within 14 (fourteen) days of the Introduction and in any event before concluding any Direct Transaction; and (b) the User can demonstrate the relationship by written evidence dated before the Introduction (such as a signed agreement, invoices or correspondence). If the User does not give the notice within the time allowed, the Host or Advertiser is deemed to have been introduced through the Platform.

2.5 What is not restricted. Nothing in this Agreement: (a) prevents the User from listing or buying Ad Space through any other channel with persons who are not Introduced Parties; (b) restricts dealings between the User and an Introduced Party that do not concern Ad Space; or (c) creates any obligation of exclusivity in favour of the Operator. Any exclusivity arrangement, if agreed, is set out in a separate agreement.

3. Routing transactions through the Platform; reporting approaches

3.1 If an Introduced Party proposes, invites or attempts a Direct Transaction, the User shall decline and shall inform the Operator in writing within 5 (five) business days, stating the name of the Introduced Party and the substance of the proposal.

3.2 The User shall conclude any renewal, extension or new agreement for Ad Space with an Introduced Party as a Booking through the Platform. If the Platform does not technically support the arrangement that the User and the Introduced Party wish to conclude, the User shall, before proceeding, request the Operator’s written consent under clause 5, and the Operator shall respond within 5 (five) business days.

4. Consequences of a Direct Transaction: Platform Fee and contractual penalty (līgumsods)

4.1 Platform Fee on Direct Transactions (deemed Booking). If a Direct Transaction is concluded or performed during the Restricted Period, the User shall pay the Operator the Platform Fee on the Booking Value of that Direct Transaction — including all renewals, extensions and variations of it, whenever they occur — as if the Direct Transaction had been a Booking made through the Platform. The Platform Fee is due in respect of each Direct Transaction and each Introduced Party concerned. If both sides of a Direct Transaction are bound to the Operator by an agreement on these terms, they are jointly and severally liable for the Platform Fee, and the Operator shall not recover the Platform Fee more than once for the same Direct Transaction; the penalty under clause 4.2 is, however, due from each of them.

4.2 Contractual penalty. In addition to the Platform Fee under clause 4.1, for each Direct Transaction concluded or performed in breach of clause 2, the User shall pay the Operator a contractual penalty (līgumsods) equal to the greater of:

• EUR 1,000.00 (one thousand euro); or
• 2 (two) times the Platform Fee that would be payable on the Booking Value of the Direct Transaction under clause 4.1.

4.3 Penalty for other breaches. For each breach of clause 2.1(b), 2.1(c), 2.3, 3.1 or 6.1 that has not resulted in a Direct Transaction, the User shall pay the Operator a contractual penalty of EUR 250.00 (two hundred and fifty euro) per breach, unless the breach is capable of remedy and the User remedies it within 5 (five) business days of the Operator’s written notice.

4.4 Nature of the penalty. The Parties expressly agree, for the purposes of Sections 1716–1724.¹ of the Civil Law of the Republic of Latvia, that:

• each penalty under this clause 4 is a single, fixed (non-escalating) amount which the Parties consider proportionate and consistent with fair commercial practice, having regard to the difficulty of detecting circumvention, the difficulty of proving the Operator’s loss, and the importance of the undertaking in clause 2 to the Operator’s business;
• the penalty is payable in addition to, and not instead of, the Platform Fee under clause 4.1 and the performance of the User’s other obligations, and the Operator may claim the penalty together with performance;
• payment of a penalty does not release the User from its obligations under this Agreement for the remainder of the Restricted Period; and
• the Operator may claim compensation for losses to the extent that they exceed the amounts paid under this clause 4.

4.5 Payment. Amounts due under this clause 4 are payable within 10 (ten) days of the Operator’s written demand, which shall state the basis of the calculation. Statutory late-payment interest applies from the due date.

4.6 Set-off and account measures. The Operator may set off any amount due under this clause 4 against any payment owed by the Operator to the User (including Host payouts) and may suspend or terminate the User’s Platform account in accordance with the Platform Terms.

4.7 Presumption and duty to explain. If the Operator has reasonable grounds to believe that a Direct Transaction has taken place — for example, if the User’s advertising appears on an Introduced Party’s Ad Space, or an Introduced Party’s advertising appears on the User’s Ad Space, during the Restricted Period without a corresponding Booking — the Operator may request a written explanation. The User shall, within 10 (ten) business days, either: (a) provide evidence that no Direct Transaction has taken place or that clause 2.4 applies; or (b) disclose the Direct Transaction and its Booking Value with supporting documents. If the User does not do so, a Direct Transaction is presumed to have been concluded, and its Booking Value is presumed to equal the price listed on the Platform for the relevant Ad Space and period (or, if there is none, the Operator’s reasonable estimate under the definition of Booking Value), unless the User proves otherwise.

4.8 Consumer Users. If the User is a natural person who is not acting for purposes related to their trade, business or profession (a consumer), the amounts in clauses 4.2(a) and 4.2(b) are EUR 300.00 (three hundred euro) and 1 (one) time respectively, and clause 4.3 does not apply.

5. Consent and buy-out

5.1 The Operator may, at its discretion and on the User’s written request, consent in writing to a specific Direct Transaction. The Operator may make its consent conditional on payment of a release fee agreed between the Parties in writing, or on other terms agreed in writing.

5.2 Where the User pays the agreed release fee and complies with the conditions of the consent, no Platform Fee or penalty under clause 4 is due for the transaction covered by the consent. A consent applies only to the transaction and the Introduced Party named in it and does not affect the User’s other obligations under this Agreement.

6. Information and verification

6.1 On the Operator’s written request — not more than twice in any 12 (twelve) month period, and additionally whenever clause 4.7 applies — the User shall, within 10 (ten) business days, confirm in writing whether it or its Affiliates have concluded any agreement for the use of Ad Space with any Introduced Party during the Restricted Period and, if so, provide the agreement, invoices or other documents evidencing its parties, term and price. Commercially sensitive information not relating to the parties, term or price may be redacted.

6.2 The Operator may monitor the Platform and publicly accessible sources (including by visiting venues and viewing Ad Space) to verify compliance with this Agreement, in accordance with applicable data-protection law.

7. Term, termination and survival

7.1 This Agreement enters into force when it is signed by both Parties or, if earlier, when the User accepts it electronically under clause 11.7, and remains in force for as long as the User has an account on the Platform.

7.2 Closure or termination of the User’s account, or termination of the Platform Terms, for any reason and by either Party, does not end the User’s obligations under clauses 2 to 6, which continue, in relation to each Introduced Party, until the end of the applicable Restricted Period. Clause 4 continues to apply until all amounts due under it have been paid.

7.3 Notwithstanding the definition of Restricted Period, no Restricted Period shall extend beyond 24 (twenty-four) months after the date on which the User’s account was closed or terminated.

8. Relationship to the Platform Terms

8.1 This Agreement supplements the Platform Terms. In the event of conflict concerning the subject matter of this Agreement, this Agreement prevails.

8.2 The Host and the Advertiser remain solely responsible to each other for the performance of any Booking. The Operator is not a party to the Booking, except as set out in the Platform Terms.

9. Consumer protection

9.1 If the User is a consumer within the meaning of the Consumer Rights Protection Law of the Republic of Latvia: (a) the mandatory provisions of that law prevail over this Agreement to the extent of any conflict; (b) clause 4.8 applies; (c) clause 11.2 does not deprive the User of any statutory rules on jurisdiction that protect consumers; and (d) the User confirms that it was able to read this Agreement in full before accepting it.

10. Data protection

10.1 Personal data of Hosts, Advertisers and their representatives obtained through the Platform may be processed by the User only for the purposes of concluding and performing Bookings and communicating through the Platform, in accordance with Regulation (EU) 2016/679 (GDPR) and the Platform’s Privacy Policy. The User shall not copy, scrape, export or compile Platform data for any other purpose.

11. General provisions

11.1 Governing law. This Agreement is governed by the laws of the Republic of Latvia.

11.2 Disputes. The Parties shall first attempt to resolve any dispute by negotiation within 30 (thirty) days of a written request by either Party. Failing settlement, the dispute shall be resolved by the courts of the Republic of Latvia, with jurisdiction determined by the Operator’s legal address, subject to clause 9.1(c).

11.3 Notices. Demands and notices under clauses 4 and 7 shall be sent by e-mail to the addresses stated in this Agreement or by registered post to the Party’s legal address, and are deemed received on the business day following dispatch by e-mail, or on the 7th (seventh) day after posting. Each Party shall notify the other of any change of its contact details. All other communications may be made through the Platform.

11.4 Transfer to a successor operator. The Operator may transfer this Agreement, in whole or in part, together with the rights and obligations under it, to any company that takes over the operation of the Platform, by giving written notice to the User. The User gives its consent to such transfer in advance by entering into this Agreement. The User may not assign or transfer this Agreement without the Operator’s prior written consent.

11.5 Severability and reduction. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in force. If a court reduces any penalty or finds the Restricted Period or any other restriction excessive, the provision shall apply with the amount, duration or scope that the court considers permissible, and the remainder of the Agreement is unaffected.

11.6 Waiver; cumulative remedies. A failure or delay by the Operator to enforce any provision is not a waiver of it. The Operator’s rights under this Agreement are in addition to any rights under the Platform Terms and applicable law.

11.7 Electronic acceptance and signatures. This Agreement may be concluded: (a) by signature of both Parties, including by qualified electronic signature (eParaksts or equivalent); or (b) by the User’s acceptance through the Platform’s registration or booking flow, by ticking a separate acceptance box after being given the opportunity to read this Agreement in full. In case (b), the Operator’s electronic record of the date, time, version accepted and the User’s account identifier is sufficient evidence of the conclusion of this Agreement, and the Operator will make the accepted version available to the User in a durable form (download or e-mail).

11.8 Amendments; entire agreement. Amendments require written form, including electronic acceptance under clause 11.7 of a new version, with at least 15 (fifteen) days’ prior notice for changes that are not in the User’s favour. This Agreement, together with the Platform Terms, constitutes the entire agreement between the Parties on its subject matter.

11.9 Language and counterparts. This Agreement is made in Latvian and English. In case of discrepancy, the Latvian text prevails. It may be signed in counterparts, each of which is an original.

Annex 1 — Commercial parameters