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Subscriber maintenance for a marketing agency from the USA

About company and product

Point2Web is a marketing agency based in the USA. Among the services of the company:

  • Management and optimization of advertising campaigns through agent accounts on Facebook, TikTok and Snapchat
  • Content creation and distribution
  • Advertising pages design and video marketing
  • Media buying and Media planning
  • Creation of layouts and advertising methods

Traffic partners

Advertising partners

 

Audit

Point2Web turned to IT-lawyers with plans to enter the European market.
Point2Web expanded the scope of digital marketing services and was looking for new advertisers and partners in the EU. The company planned to open an office and set up a team of media buyers.
During the audit phase, IT lawyers found that in order to achieve the goals, the company needs to:
  • 1Open an office in the EU country with favorable taxation
  • 2Develop documents for traffic arbitrage and performance marketing
  • 3Build a procedure for onboarding and offboarding Ukrainian and European media buyers

The Stalirov&Co team has identified the following areas of work:

Registration of a company in Estonia for working with European partners
Realization:
  • The Stalirov&Co team opened a company remotely
    using an e-resident card.
  • IT lawyers drew up corporate documents for a new company
    in Estonia.
  • We accompanied the process of documents translation
    into Estonian and their notarization.
  • We registered a legal address and entered company data
    into state registers.
  • IT lawyers received an extract on registration for connecting
    payment systems.
Public Agreement development for setting the rules of the digital marketing services provision
Realization:
  • IT lawyers determined the subject of the agreement. Point2Web provides the client with access
    to Snapchat, Facebook, Twitter, TikTok, Google, Bigo accounts and provides additional services.
  • We set a deadline for content moderation and limited liability
    for advertising compliance with Can-Spam, TCPA, GDPR and CCPA.
  • We fixed payment for Point2Web services in the form
    of a commission from the advertising budget.
  • IT lawyers scheduled invoices payment terms and fixed the right of Point2Web
    to restrict access to an advertising account if payment is not made on time.
  • We added a clause about receiving payment
    for services with taxes deducted.
  • We identified the objects of confidential information, such as lead cost,
    tracker identifiers, marketing strategies, plans, creatives, analytics.
  • We forbade the disclosure of confidential information
    during cooperation and 5 years after the end.
  • We fixed the ability for Point2Web to use the name, logo
    and trademark of the client in the company’s portfolio.
  • IT lawyers chose the body for disputes resolving, specifically
    International Dispute Resolution Center under US law.
  • We established reasons and rules
    for termination of cooperation.
  • We approved electronic document management, such as the contract
    and its annexes are concluded using Docusign.
  • IT lawyers implemented disclaimers. Point2Web is not responsible for the violation of
    services provision due to client's actions and changes in the policies of advertising sites.
Implementation of financial and organizational guarantees in the Terms of USE for the provision of performance marketing services
Realization:
  • IT lawyers determined the subject of the agreement. Point2Web conducts marketing campaigns
    in which the company's partners will distribute the advertiser's content.
  • We restricted an advertiser's ability to make changes
    to an advertisement that has been approved by Point2Web.
  • We warned about the use of computer code to track transactions and prohibited the advertiser
    from modifying, disabling or otherwise tampering with advertising codes and other technologies.
  • IT lawyers implemented an algorithm and formula for calculating fees
    using the CPA/CPM model.
  • We determined the order and terms of invoice payment,
    and set a billing period.
  • We drew up the list of situations where an advertiser may not pay
    for an action based on CPA advertising campaigns.
  • IT lawyers delimited responsibility for controlling the content
    of ads and compliance with Can-Spam, CCPA/TCPA requirements.
  • We fixed the Point2Web right to reject the content
    of the advertiser if it violates the laws.
  • We implemented disclaimers stating that Point2Web does not guarantee actions and conversions.
    Point2Web is not responsible for the work of publishers/partners and the loss of income by the advertiser.
  • IT lawyers forbade advertisers to disclose confidential information about the methodologies
    of media buyers work and limited the right to cooperate with publishers/partners bypassing Point2Web.
Fixing in the Partner Program Operating Agreement conditions and rules for partners who help Point2Web in generating and promoting content
Realization:
  • IT lawyers fixed the Point2Web right to accept or reject the partner's application
    at its sole discretion and for any reason.
  • We described the payment policy, specifically Point2Web LLC pays the partner
    a commission for each visit to the client's website through the link.
  • We excluded payment for link clicks by a robot, spider, computer script,
    or other automated, artificial, or fraudulent method.
  • We warned that Point2Web is liable to the partner for commissions only
    to the extent that it received such funds from customers.
  • We described rules for resolving disputes about the size of the commission. If the reported statistics
    of Point2Web and the partner differ by more than 10%, then the Point2Web settlement must prevail.
  • IT lawyers added a section on non-disclosure of confidential information
    into the text of the agreement with the partner.
  • We prohibited partners from modifying or creating derivative works based on
    licensed by Point2Web graphics and creatives.
  • We created an anti-spam policy, specifically a partner must strictly comply
    with federal CAN-SPAM law. All emails must contain an opt-out link.
  • We obliged partners to comply with TCPA requirements to obtain explicit,
    prior written consent from a contact for calls and texts.
  • We obliged partners to maintain documentation that demonstrates
    that TCPA requirements have been met for each lead.
  • We obliged partners to comply with the CCPA and the GDPR requirements and guarantee
    that the collection of information is carried out with the consent of a user.
  • We obliged partners to store all data using industry standards
    and security protocols.
  • We fixed the Point2Web right to change the terms of the agreement
    at any time by sending a notification to a partner by email.
  • We fixed the Point2Web right to change or modify tags, texts, graphics
    or banner ads. A partner agrees to promptly comply with any Point2Web's request
  • We implemented disclaimers stating that Point2Web is not responsible for the
    unavailability of links and websites, technical failures, computer errors and loss of information.
Onboarding of Point2Web IT-specialists in Estonia and development of employment contracts
Realization:
  • IT lawyers got temporary protection status in Estonia for Point2Web employees
    who left Ukraine after February 24, 2022.
  • We accompanied the registration of the Chief Business Development Officer
    as a highly-qualified worker in Estonia, and got a residence permit for him.
  • We developed and signed employment contracts with the Point2Web’s team,
    and implemented internal labor regulations in the Estonian office.
  • We registered specialists in the Register
    of the Tax and Customs Board.
  • We got a category D work visa for Point2Web’s
    specialists in Estonia.
  • IT lawyers calculated the company’s tax burden.
Description of the work rules and requirements for results in contracts with independent contractors who are members of the Point2Web team
Realization:
  • IT lawyers fixed the status of IT specialists
    as independent contractors.
  • We implemented a Fixed Price and bonus system, and set deadlines
    for issuing and paying invoices.
  • We defined the objects of confidential information and ways of transferring it.
  • We prohibited IT specialists from disclosing confidential information
    while working at Point2Web and for a year after the end of cooperation.
  • IT lawyers restricted the ability to solicit Point2Web's team members
    and run a competing business.
  • We implemented the data protection clauses into agreement, where we described
    the rules for processing personal data of Point2Web customers.
  • We explained the conditions of
    intellectual property rights transferring.
  • We set the fine for violating deadlines.
  • IT lawyers described the rules
    for resolving disputes.
  • We added rules for terminating the contract, specifically the IT specialist
    must notify the completion of cooperation at least 30 days in advance.
Adding into the company of a new co-founder to attract investments and enter the market of advertisers in the USA, Canada and Asia
Realization:
  • IT lawyers developed a strategy for restructuring the company's
    ownership in Estonia.
  • We calculated and compared the tax burden in Estonia
    when withdrawing dividends to Canada.
  • We analyzed the Convention for the avoidance of double taxation
    between Canada and the Republic of Estonia.
  • IT lawyers developed a plan to replenish the authorized capital
    of the company.
  • We launched the process of restructuring the ownership of a share
    in a company for a co-founder in Canada.
Preparation of a legal opinion on the registration of employees in Canada and legalization of the founder's stay in Canada in the status of an individual entrepreneur
Realization:
  • IT lawyers got a special Canada-Ukraine authorization
    for emergency travel (CUAET).
  • We obtained an open work permit in Canada.
  • We developed a strategy to minimize the tax burden through the use of the
    Convention between Canada and Ukraine for the avoidance of double taxation.
  • IT lawyers received a long-term visa.
  • We advised on obtaining the status of a self-employed person in Canada
    and explained the procedure of registering and declaring income.
  • We passed bank compliance and opened
    an account in a Canadian bank.

5 Benefits of subscriber maintenance
for Point2Web

Business scaling in Europe
The Stalirov&Co IT lawyers helped to structure a business in Estonia, which is a country with favorable tax conditions, a high level of digitalization, a reliable financial system, and predictable laws and business rules.
 
Legal onboarding/offboarding of the team in  Kyiv and Tallinn
With the help of contracts, IT lawyers stabilized the processes in the team and introduced the rules for managing projects, tasks, deadlines and payments.
 
Security of work with advertisers and partners
IT lawyers developed rules for the provision of traffic arbitration and product promotion services. We defined key commercial terms, rules for monetization and development of advertising content.
 
Tax consulting
IT lawyers generate legal solutions to minimize the tax burden of the company, team and founders. We help to conduct audits at the IRS before tax audits.
 
Creatives audit
IT lawyers monitor changes in legislation in the field of digital marketing and make updates to contracts, policies with advertisers and partners.

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