Offer for partners (non-residents)

OFFER FOR PARTNERS

This document (the "Offer") is an official offer of My.com B.V, a company registered at Barbara Strozzilaan 201, 1083 HN, Amsterdam, the Netherlands (the "Company") to enter into a contract for the provision of services between the Company and you (the "Partner") subject to the conditions set forth in this Offer.

This offer is not a public offer.

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

1.1 The Agreement on the terms of this Offer (the "Agreement") is concluded between the Parties at the time of acceptance by the Partner of the terms of this Offer. The acceptance of the offer with reservations is not allowed.

1.2. The acceptance of this Offer is carried out by the Partner in the aggregate implementation of the following actions, unless otherwise agreed by the Parties: (a) putting a checkmark confirming the reading of the Offer and acceptance of its conditions when registering in myTarget System at https://target.my.com/adv/doc/app, and (b) the actual beginning of the provision of services by the Partner under the Agreement.

1.3. The special procedure for accepting the conditions of the Offer by ticking is determined by the interface of the myTarget System. The Partner cannot register in the myTarget System and gain access to the Account without confirming acceptance of the conditions of the Offer.

1.4. By accepting the Offer, the Partner acknowledges and confirms that in order to gain access to the myTarget System API, the Partner's software (Partner's web service) (the "Partner's software") must meet the certification requirements at the address: https://target.my.com/adv/api-marketing/certification/ (the "Certification Requirements"). The Partner's software must be certified by the Company and be included in the List of Certified Applications (https://target.my.com/adv/api-marketing/partners/), and the Partner must receive the status of the "Recommended Developer". The Certification Requirements are an integral part of this Offer and the Agreement and are binding on the Parties.

2. SCOPE OF AGREEMENT

2.1. The Partner undertakes, for a remuneration, the amount and payment procedure of which is determined in accordance with the terms of the Agreement, to provide the Company with a range of technical services for additional classroom setting of the Advertising Materials placed at the request of the Advertisers by using the Partner's software through the myTarget System (the "Services").

2.2. The Parties confirm that the myTarget System is the only way to determine the algorithm and conditions for the provision of Services.

2.3. The decision to use the Partner's software when placing the Advertising Materials is taken by the Advertiser. The usage of the Partner's software is paid for the Advertiser.

3. REMUNERATION AND PAYMENT PROCEDURE UNDER THE AGREEMENT

3.1. The Company undertakes to pay the Partner a remuneration for the Services (the "Remuneration") in the amount of seventy (70%) percent of the fee for using the Partner's software received by the Company from the Advertisers.

When calculating the Remuneration, the Services rendered in violation of the terms of the Agreement are not taken into account.

3.2. The Remuneration, as well as the period for the provision of the Services, is determined solely on the basis of the statistics available through the myTarget System. The Company provides the Partner with access to the report containing data on the calculation of the Remuneration in the corresponding Reporting Period through the myTarget System (the "Report"). The amount of the Remuneration indicated in the Report does not include VAT at the rate in accordance with the applicable law of the Russian Federation (if applicable). The Remuneration is determined in Russian rubles and paid to the Partner in the currency selected by the Partner during registration in the myTarget System at the exchange rate of the Central Bank of the Russian Federation on the last date of the reporting period.

3.3. The Partner issues the Company an invoice (the "Invoice") based on the data of the Report.

3.4. The Company undertakes to pay the Remuneration within thirty (30) calendar days after receiving the Invoice from the Partner by bank transfer to the Partner's bank account indicated in the myTarget System Account, provided that the payment amount is not less than or equal to one hundred (100) units of the currency selected by the Partner in the manner specified in paragraph 3.2 of this Offer. If the amount payable is less than one hundred (100) units of the currency selected by the Partner, this amount shall be included in the invoice in the Reporting Period in which the above mentioned threshold amount was reached.

3.5. The Partner, not later than the fifth (5) day of the month following the Reporting Period, prepares and submits to the Company an Invoice drawn up on the basis of the Report;

3.6. All payments under the Agreement are made in the currency selected by the Partner in the manner specified in paragraph 3.2 of this Offer.

3.7. The Company's obligation to pay the Remuneration shall be deemed fulfilled from the moment of debiting the funds from the correspondent account of the Bank of the Company.

3.8. Unless otherwise expressly provided in this Agreement, a Party that is a lender under a monetary obligation under this Agreement shall not be entitled to demand from the other Party any interest accrued on the amount of debt for the period of using the funds, with the exception of interest, which is a measure of responsibility provided by law or this Agreement.

4. DURATION OF THE AGREEMENT. AMENDMENT OF THE TERMS OF THE AGREEMENT

4.1. The current version of the Agreement is located at https://target.my.com/adv/doc/app. The Company has the right at any time to amend and complement the Agreement (including the Certification Requirements). The Partner undertakes on a regular basis to independently familiarize himself with the terms of the Agreement (including the Certification Requirements). The amendments to the Agreement shall enter into force on the date of their publication.

4.2. If the Partner disagrees with the new version of the Agreement (including Certification Requirements), the Partner undertakes to send the Company a written notice of refusal to execute the Agreement within seven (7) business days from the date the new version of the Agreement comes into force, otherwise the new version of the Agreement is considered accepted by the Partner.

4.3. Any of the Parties has the right to unilaterally refuse to execute the Agreement by sending a written notice to the other Party ten (10) calendar days before the date of termination.

4.4. In the event that the Partner violates the terms of the Agreement, the Company has the right to immediately unilaterally refuse to execute the Agreement without damages to the Partner by notifying the latter by e-mail, thus the Agreement is considered terminated from the moment the Company sends such a notification.

5. MISCELLANEOUS

5.1. The invalidity of one of the provisions of the Agreement shall not entail the invalidity of the remaining provisions of the Agreement or the Agreement as a whole.

5.2. The conclusion and execution of the Agreement is governed by the laws of Great Britain and Wales. All disputes between the Parties shall be resolved in the London International Commercial Arbitration in accordance with its Rules, the provisions of which are considered to be included in this paragraph. The place of jurisdiction is London, Great Britain, the number of judges is one, and the language of legal proceedings is English.

5.3. The Agreement (including Certification Requirements), as well as additional agreements hereto, which are its integral part, constitute a single agreement between the Parties on the subject of the Agreement and cancel all previous agreements between the Parties, both written and oral.

5.4. The Partner may not transfer any of his rights or obligations under the Agreement, either by law or for any other reason, without the prior written consent of the Company (which should not be unreasonably refused).

5.5. Unless otherwise expressly provided for in the Agreement, all notifications, as well as Invoices, shall be sent by the Parties by registered letter with acknowledgement of receipt or by courier with the related costs at the expense of the sender. The above mentioned documents can be duplicated by e-mail and/or fax.
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