Moon Agency Working Terms

Working Terms

Terms, disclaimers and agreement on budget incident handling for advertising service cooperation.

Moon Agency

ARTICLE I: DISCLAIMERS

Clause 1. Disclaimer due to third party errors (Facebook/Meta Platform)

- Party B is completely exempted from responsibility for damages, delays, interruptions or failure to fulfill obligations under this Contract if the cause arises from decisions, policies, technical errors or behavior of the third party Meta Company (Facebook), including but not limited to the following cases: Advertising account (Ads Account), Business Manager (Business Manager/BM), or Information Page (Fanpage) of Party B or Party A is locked or limited by Meta. restrict, disable or revoke access rights; Facebook global or local ad delivery system error; Breakage of undersea fiber optic cables and widespread internet connection disruptions affect campaign operations; Meta algorithm changes, advertising policy updates, changes in bidding or display distribution mechanisms lead to sudden fluctuations in technical indicators.

- In the above cases, Party B is responsible for notifying in writing (or via the official communication channel specified in this Contract) to Party A within 24 hours of detecting the problem and making efforts to implement technical remedies (appeal, replace account, reconfigure the campaign). The time the system is interrupted due to an error of the Meta platform will not be counted in Party B's delay in contract performance and is not a basis for Party A to fine a violation or unilaterally terminate the contract.

Clause 2. Exclusion of responsibility for revenue performance and business results

- Both parties agree that the nature of this Contract is a contract to provide services to perform online technical work. Therefore:

- Party B is only responsible for ensuring the technical commitment indicators of advertising agreed in writing by both parties in the Contract Appendix (for example: Disbursement budget, number of impressions - CPM, number of clicks - CPC, or number of messages/leads).

- Party B makes absolutely no commitment and does not take any responsibility for the order closing rate, revenue, turnover, profit or any final business results of Party A. Party A understands and accepts that business results depend on many factors beyond Party B's control including: product/service quality, price policy, promotion programs, skills of Party A's consulting/sales closing team and market fluctuations.

Clause 3. Disclaimer of liability regarding the legality of advertising content and products

- Party A commits and is solely responsible before the law, competent state agencies and third parties for intellectual property rights, brand copyrights, legality, accuracy of all information, images, videos, articles, products, services and landing page links (Landing Page/Website) provided by Party A to Party B to carry out advertising campaigns.

- Party B is exempt from all compensation responsibilities and is not subject to any sanctions if the advertising campaign is stopped, removed, or the account is locked due to Party A's advertising content or products/services violating Facebook's Advertising Policy or Vietnamese laws (including the Advertising Law, Intellectual Property Law, Competition Law...).

- In case Party B is sanctioned by the authorities for administrative violations or sued by a third party due to advertising content provided by Party A, Party A is obliged to pay all fine costs, dispute resolution costs and compensation for actual damages incurred to Party B.

Clause 4. Exclusion of liability due to technical intervention and delay from Party A

- Party B is exempted from responsibility for not achieving committed indicators (KPI) or slow campaign progress in the following cases:

Party A (or Party A's personnel) arbitrarily accesses the Ads Manager to edit, change budgets, change target groups, turn on/off campaigns or intervene in any technical elements without prior written consent or text messages from Party B's personnel in charge.

Party A delays in approving advertising content (Content/Image/Video), delays in providing documents, information, advertising materials or delays in paying advertising costs/budget according to the schedule specified in the Contract. The time Party B has to pause the campaign due to Party A's delay will not be counted in Party B's contract performance period.

Clause 5. Limitation of maximum compensation value

- In case a dispute arises or there is a subjective error on Party B's part leading to Party B having to compensate Party A for damages according to the provisions of law:

The two parties agree that the total value of actual compensation and fines for breach of contract (if any) that Party B must bear in all cases will be limited to a maximum and not exceed 100% of the total value of service fees that Party B actually received from Party A under this Contract (This limit does not include budget money paid directly to Meta to run ads).

- Party B is not responsible for indirect damages, consequential damages, or the profits Party A should have received arising from advertising incidents.

ARTICLE II: AGREEMENT ON BUDGET INCIDENT HANDLING

- In case the advertising account is locked or disabled by Meta while the campaign is in progress:

For the advertising budget that has been loaded into the account and has been spent (spent) by Meta up to the time the account is locked, Party A must bear all of these costs and has no right to request a refund from Party B.

For the remaining advertising budget in the account temporarily detained/locked by Meta, Party B is responsible for implementing appeal procedures to withdraw or convert. In case Meta refuses to refund due to platform policy, this amount of money detained by Meta is determined to be an objective market risk, Party B is exempted from responsibility to refund this amount to Party A.

The above working terms are presented as part of the cooperation framework between Party A and Party B.