Archive: Offer for direct advertisers (non-resident legal entities) – MGL MY.COM

OFFER FOR DIRECT ADVERTISERS

This document ("Offer") is MGL MY.COM (CYPRUS) LIMITED (registration number: HE 367552) with its registered office located at 28 Oktovriou, 365 VASHIOTIS SEAFRONT, office 402 Neapoli, 3107, Limassol, Cyprus ("Company") official proposal to enter into an advertising services contract between the Company and You ("Advertiser") on the terms set out in the present Offer.

1. PROCEDURE FOR CONCLUSION OF THE CONTRACT. ACCEPTANCE OF THE OFFER

1.1. The Contract, under the conditions of the present Offer ("Contract"), is concluded between the Parties at the time of the Advertiser's acceptance of all the conditions of the present Offer. Acceptance of the Offer with reservations is not allowed.

1.2. The Advertiser accepts the Offer during the process of registering in the Company's System by ticking a checkbox to confirm that the Offer was read and the terms are accepted and/or by the Advertiser paying an invoice submitted electronically in the Advertiser's Member Area or by other means agreed by the Parties. The specific way in which acceptance of the terms of the Offer is expressed by ticking a checkbox is determined by the interface of the Company's System. The Advertiser cannot register in the Company's System and receive access to a Member Area without confirming acceptance of the terms of the Offer.

1.3. By accepting the Offer, the Advertiser acknowledges and confirms that it has read and fully agreed to the terms and conditions of the following documents, which are an integral part of the present Offer and the Contract and are obligatory for the Parties: (a) the Company's requirements for the Advertising materials (content and form of placement) available at /adv/doc ; (b) the procedure and parameters for the Advertising materials placement available at /adv/doc; (c) the Rules for rendering of advertising services for direct Advertisers available at /adv/rules-juridical-advert ("Rules").

2. SUBJECT OF THE CONTRACT

2.1. The Company undertakes, in exchange for remuneration, the amount and procedures of which are determined in accordance with the terms of this Offer (Contract), to provide the Advertiser with the ability to place its own Advertising materials in the Information Space of the Company using the Company's System ("Placement Services"), and the Advertiser undertakes to pay for the rendered services in a timely manner.

2.2. The procedure for the provision of the Placement Services specified in the Rules.

2.3. If Advertising materials are shown to consumers located in Russia, such Advertising materials must be marked as advertising and contain information about the Advertiser. The Advertiser shall provide the Company with true and complete information about the Advertiser prior to placing Advertising materials, and shall choose one of the ways offered by the Company to bring this information to consumers in the territory of the Russian Federation. The Company may refuse to place Advertising materials or stop placing them if the Advertiser violates this condition. In case of breach or incorrect fulfillment of this requirement by the Advertiser, if it caused damage to the Company, the Advertiser shall (on demand of the Company) indemnify such damage in full, as well as expenses incurred by the Company in case of its appealing in court.

3. PAYMENT AND SETTLEMENT PROCEDURE

3.1. The Placement Services cost shall be determined by the Company's System using the Auction as described at /adv/doc . By performing certain actions (including, but not limited to, clicking "Create campaign" or other button in the Member Area) the process of selection by the Advertiser of the parameters for the Advertising materials placement proposed by the Company's System shall be terminated and agreement of the Advertiser with the Placement Services cost and the Advertising Materials placement terms and conditions shall be expressed. The Placement Services cost shall be calculated in Euro or US Dollars subject to the currency selected by the Advertiser in the Company's System.

3.2. The Company shall monthly generate a report ("Report") through the Company's System proving the fact of the Placement services rendering for the Reporting Period within seven (7) business days from the end date of the Reporting Period.

3.3. Unless otherwise agreed by the Parties and specified in the relevant agreement hereto, the Placement Services shall be paid for by the Advertiser on conditions of advance payment of one hundred percent (100%) of the cost of the relevant Advertising materials placement.

3.4. The Placement Services shall be paid for by bank transfer in the manner specified in the Rules. All the costs related to fulfilment by the Advertiser of the obligations of money transfer to the Company shall be incurred by the Advertiser.

3.5. Absence of substantiated objections to the Report for 5 (five) calendar days from the date of receiving the Report shall be considered as the acceptance of the Placement Services rendered by the Company.

4. TERM AND TERMINATION. AMENDMENT OF THE CONTRACT

4.1. The current version of the Contract (Offer) is available at /adv/offer-juridical-advert . The Company shall be entitled to add, to delete from or to modify the Contract (Offer) (including the Rules) at any time. The Advertiser should look at the Contract regularly. The changes will become effective immediately after posting.

4.2. If the Advertiser disagrees with the new version of the Contract (including the Rules), the Advertiser shall notify the Company of its unilateral withdrawal from the Contract, in writing, within seven (7) calendar days from the date the revised Contract enters into force. Otherwise, the revised Contract shall be deemed accepted by the Advertiser.

4.3. Either Party shall be entitled to terminate the Contract subject to the written notice to the other Party in ten (10) calendar days prior to the expected date of termination.

4.4. In case of breach of the Contract by the Advertiser, the Company shall be entitled to unilaterally terminate the Contract without any compensation to the Advertiser for losses resulting from such termination, by notifying the Advertiser of the termination by email.

4.5. The Company may transfer, novate and/or assign any of its rights and obligations under this Contract including the right to demand payment, as well as delegate them to third parties without the Advertiser's consent upon a written notice to the Advertiser. The Advertiser may not transfer, novate or assign any of its rights and obligations under this Contract, as well as delegate them to third parties without the Company's consent.

5. MISCELLANEOUS

5.1. Invalidity of any of the provisions of this Contract shall not cause invalidity of other provisions or the Contract as a whole.

5.2. The Contract shall remain valid in case of change of the Parties' details, amendments to the foundation documents thereof, change of form of incorporation, ownership of one or both Parties.

5.3. The Contact, its conclusion and performance shall be construed and governed by law of England and Wales. Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English.

5.4. All capitalized terms herein shall have the meaning set forth in the Rules.

5.5. The Contract (including the Rules) together with any addendums and supplementary agreements, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings and communications, oral or written, between the parties related to such subject matter (other than any such made fraudulently).

5.6. The Advertiser may not assign the Contract in whole or part, whether by operation of law or otherwise, without the prior written consent of the Company (not to be unreasonably withheld).

5.7. Unless otherwise provided herein all notices shall be sent by the Parties via registered mail with delivery confirmation, while respective expenditures shall be paid by a sender. The said documents may be additionally transmitted via e-mail.

5.8. The current version of the Offer is published and shall enter into force upon September 1st, 2022. The changes will become effective immediately after posting. For the avoidance of doubt, should the Contact be entered into prior to September 1st, 2022, the relations of the Parties shall be governed by the Contract, based on the current version of the Offer, from September 1st, 2022.

6. DETAILS OF THE PARTIES