DISTRIBUTION AGREEMENT

1. TERMS AND DEFINITIONS

1.1. The capitalized terms in this Agreement shall have the meaning assigned to them in this section 1.1 or in the body of the Agreement unless the context requires otherwise.

“Affiliate” means any legal entity or individual that Controls, is Controlled by, or is under common Control with, a Party.

”Agreement” means this agreement, including the Contractor's application-offer and the Customer's notice of acceptance of the Contractor's application-offer, concluded by the Customer and the Contractor for the provision of Services in respect of one Distribution Pack or several Distribution Packs of the same name.

”Browser settings” means search settings (settings for adding to the quick search field or other fields of End User’s browser the functionality that directs End Users' search queries from these fields to the Yandex search engine website, settings for adding links to Yandex search engine website in the browser and the operating system of End User, other search settings, extensions and links to the Yandex search engine website, including the search box) and settings for using the Customer’s website as a home page or a start page of End User's browser.

”Code” means software code that allows the Contractor to integrate a block(s) to display the Materials with no visual style or as configured by the Contractor into an online service (including a website) and/or a computer software (including a mobile device software).

”Contractor” means a person or an entity who has entered into Agreement in accordance with Section 13.5 hereof and who is not a currency resident of the Russian Federation. Depending on the Distribution Pack, the Contractor may be a legal entity, an individual entrepreneur and / or an individual - information about the possibility of concluding Agreement for a specific type / legal status of persons / entity is displayed in the Partner Interface.

”Contractor Products” means Devices, services, content, web-sites, advertising space and software of the Contractor or its partners that are used for the provision of or in connection with the Services hereunder. The list of Contractor Products shall be indicated in the application-offer. The list of Contractor Products may be updated in accordance with the Sections 4.8 and 4.9 hereof. The current list of the Customer Products and its changes are indicated in the Partner Interface.

”Control” means the ability to directly or indirectly determine the decisions of a legal entity or an individual, particularly through an interest in its authorized capital, by contract, or otherwise, including the ability to exercise direct or indirect control over the majority of the votes at general meeting of members or other superior governance body of such person and/or appoint the majority of members of the board of directors or supervisory board of such.

”Customer” means one of the entities listed in Section 15 hereof, by order and in whose interests the Services are provided in accordance with the terms of the Agreement.

”Customer Apps” means software designed for use on mobile devices.

“Customer Products” means Code, Feed, Widget, Materials, Customer Apps or other software (including mobile apps), links, Browser Settings, Promo Codes or other products owned or duly licensed by the Customer, which the Contractor distributes hereunder.

”Customer Service(s)” means service(s) of Customer or its Affiliates, including, but not limited to, listed at https://yandex.ru/all at the time of the provision of the Customer Services, with regard to the attraction of new users of which the Agreement is concluded.

”Customers” means the entities listed in Section 15 hereof, referred to collectively.

“Devices” means consumer electronic devices manufactured and/or imported and/or supplied and/or retailed by the Contractor.

”Distribution Pack” means the list of Customer Products that are to be distributed under one Agreement. The initial list of Customer Products shall be indicated in the application-offer. The content of Distribution Pack may be changed by the Customer unilaterally with notification of the Contractor not later than 14 (fourteen) days before such changes enter into force by e-mail. The current content of Distribution Pack and its changes are indicated in Partner Interface.

”Effective Date” means Execution Date or the date when the Contractor commenced the rendering the Services. Effective Date is indicated in the application-offer.

“End User” means an individual Internet user using the Contractor Products.

”Execution Date” means the date of receipt by the Contractor of the Customer’s notice of acceptance of the Contractor’s application-offer on the conclusion of the Agreement to the email address indicated by the Contractor in the application-offer or Partner Interface.

”Feed” means a file, which forms a banner, containing a link to the Customer Service and displaying Materials, when inserted into the Contractor Products.

“Fee” is defined in the clause 5.1 of the Agreement.

“Guidelines” means documents, which are an integral part of this Agreement. In case of any amendments to Guidelines, such amendments shall become an integral part of the Agreement as of the effective date of the amendments as indicated in the Guidelines. The list of Guidelines for each Distribution Pack is indicated in the Section 2.2 hereof.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, another requirement, or rule of law of any governmental authority.

“Materials” means information received from the Customer Service and intended for display to End Users. The contents of the Materials may be changed by the Customer unilaterally and without prior notice to the Contractor.

“Minimal Reporting Amount” means 50 Euro/50 US Dollars depending on the payment currency indicated in Contractor's application-offer.

”Parties” means the Customer and the Contractor, separately referred to as the "Party".

“Partner Interface” means a section of the website accessible to the Contractor at http://distribution.yandex.com with the use of login and password of the Contractor, which contains information about the Contractor, Statistics, Distribution Pack, Customer Products description and other information, as well as providing a functional option of remote interaction of the Parties under this Agreement.

“Promo code” means a certain sequence of characters providing the User with a discount on the Customer's Service (subject to activation of the Promo Code and compliance with other conditions for using the Promo Code).

“Reporting Period” means a calendar month/calendar months in which Services were provided to Customer and the costs of such Services exceed Minimal Reporting Amount. If Contractor started providing Services before the Execution Date, the period from the Effective Date and through the Execution Date shall be included in the first or then-current Reporting Period.

“Services” is defined in the clause 2.1 of the Agreement.

”Statistics” means the data of the automated accounting systems of the Customer, which may contain, among other information and functions, data related to provision of the Services under this Agreement, in electronic format.

”Territory” means the territory of the settlements of the countries where Customer Service can be used and among the End Users of which the Contractor distributes Customer Products hereunder. An End User is considered to be within a particular settlement if, according to the information of the Customer, the IP address of the End User, who is using Contractor Products, is within the range of the IP-addressed, allocated and distributed within that settlement. The Territory may be limited to a certain list of countries among whose End Users the Contractor distributes the Customer Products in accordance with the terms of the Agreement. In this case, the Territory is indicated in the application-offer of the Contractor. The list of countries can be changed by agreement of the Parties by e-mail or reduced by the Customer unilaterally with the notification of the Contractor by email not later than 14 (fourteen) days before such changes enter into force.

“Widget” means the software code, enabling the Contractor to implement the widget, which is a unit for displaying Materials in a certain design, into the Contractor Products.

1.2. The headings of this Agreement are for convenience of reference only and shall not affect interpretation of this Agreement.

1.3. Words in the singular shall include the plural and vice versa.

1.4. A reference to one gender shall include a reference to the other genders.

1.5. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.6. A reference to writing or written includes email.

1.7. References to a document in agreed form are to that document in the form agreed by the parties and initialed by or on behalf of them for identification.

1.8. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. SUBJECT OF THE AGREEMENT

2.1. In consideration of the foregoing premises contained and subject to the terms and conditions of this Agreement, the Contractor shall provide the Customer with distribution services of attracting new users of the products, services and software offered by the Customer by distributing the Customer Products together with/within the Contractor Products or by installing them on third-party devices. (the “Services”).

2.2. The Contractor provides the Customer with Services in relation to the corresponding Distribution Pack in accordance with the terms of the Agreement, including the following Guidelines depending on the Distribution Pack:

Distribution Pack	Customer	Guidelines
“Yandex.Browser and Yandex Extensions”	Direct Cursus Technology L.L.C.	1) Distribution Policy: https://yandex.com/legal/distr_policy/?lang=en 2) Integration Guidelines: https://distribution.yandex.com/v2/guides/deskt
“Yandex Market” (former name of the Distribution Pack is “Yandex.Market and Beru”)	Direct Cursus Technology L.L.C.	1) Integration Guidelines https://yandex.com/support/market-distr 2) Distribution Policy: https://yandex.com/legal/market_distr_policy 3) User license agreement for Yandex.Market partner network API service: https://yandex.ru/legal/market_affiliate_api/?lang=en
“Invite a partner to the Market affiliate network (Yandex.Distribution)” (former name of the Distribution Pack is “Yandex.Distribution (referral program of Yandex Market partner network)	Direct Cursus Technology L.L.C.	1) Integration Guidelines https://yandex.com/support/market-distr 2) Distribution Policy: https://yandex.com/legal/b2b_distr_policy
“Yandex Games Services” (former name “Yandex.Games“)	Direct Cursus Technology L.L.C.	1) Distribution Policy: https://yandex.com/legal/games_distr_policy 2) Integration Guidelines: https://yandex.com/support/games/partnership.html
“Yandex Go” (former names of the Distribution Pack are – “Yandex.Go Widget”, “widget for calling a taxi”)	RideTechnology Global FZ-LLC	1) Integration Guidelines https://tech.yandex.com/taxi/doc/dg/concepts/about-docpage 2) Terms of Use of “Yandex.Go Widget” Service https://yandex.com/legal/taxi_api
“Yandex Travel”	Direct Cursus Technology L.L.C.	Distribution Policy: https://yandex.com/legal/travel_distr_policy

2.3. In consideration for providing the Services, the Customer shall pay the Contractor remuneration in accordance with the provisions of the Agreement.

2.4. The Contractor shall have the right to subcontract and otherwise engage third parties to perform the Services (or any part thereof) and/or any other obligations of the Contractor under this Agreement.

3. LICENSES

3.1. Solely for purposes of providing the Services and the performance of this Agreement, the Customer hereby grants to the Contractor for the whole term of this Agreement in the Territory a limited, royalty-free, fully paid-up and non-exclusive right and license to:

3.1.1. copy and reproduce the Customer Products on the Contractor’s servers; and

3.1.2. distribute and make available the copies of Customer Products together with the Contractor Products, including as a single distributive; and

3.1.3. copy, reproduce, publicly display, communicate to public and make available the Customer Products.

3.2 The Contractor may sublicense any and/or all rights granted to it under this Section 3.1 to the third parties subcontracted and/or engaged by the Contractor under Section 2.4 (and solely for the purposes described in that Section).

3.3 To avoid any misunderstanding, subject to this license under Section 3.1, neither the closure of this Agreement nor the conduct of the Services or any other execution action under this Agreement shall lead to a transfer or assignment of any rights or granting a implied license, in particular intellectual property rights, from Customer to Contractor. Any and all rights owned by the Customer in the Customer Products shall remain with the Customer.

4. SERVICES

4.1. During the entire term of the Agreement, the Contractor shall fully comply with all applicable laws as well as procure that its Contractor Products that are used for the provision of or in connection with the Services hereunder, are in compliance with any and all applicable laws, regulations, common practices and best industry standards as well as with Agreement, Guidelines and other requirements and recommendations that the Customer communicates to the Contractor during the term of the Agreement.

4.2. Any use of the Customer’s and/or its Affiliates’ trademarks (including but not limited to using images, screen shots and videos of the software included in the Customer Products) in, in connection with, and through the Services shall be subject to full compliance with the Guidelines.

4.3. The Contractor shall integrate Customer Products in full compliance with Guidelines.

4.4. The Customer will provide the Contractor with the access to the Statistics through the Partner Interface, provided that the Contractor is obliged to comply with Terms of Use for Partner Interface available at: https://yandex.ru/legal/distribution_interface.

4.4.1. All data available to the Contractor through the Partner Interface is provided for reference purposes only and cannot be considered as exact and final figures of the price of Services rendered and Fee due to the Contractor for the respective Reporting Period. The final amount of Fee due to the Contractor for the respective Reporting Period shall be indicated in the respective invoice and may differ from the amounts shown at the Partner Interface.

4.5. The Parties acknowledge that, for the purposes of this Agreement, only the Statistics of the Customer shall be used, including for confirmation of the nature and volume of rendered Services pursuant to the Agreement, i.e. the moment of commencement and the period of rendering, the volume of the Services etc.

4.6. The Contractor shall not, directly or indirectly (independently or through the assistance of third parties), take action designed to falsely increase the number of clicks, downloads, displays of Materials and/or orders, including, but not limited to, performing them manually and/or by using any automatic software or hardware means for performing them (fraud traffic). Fraud traffic marked as such by the Customer’s statistics, shall not be counted in the Statistics. In addition, if otherwise is not provided in the Guidelines, any clicks, downloads, displays of Materials and/or orders, performed by End Users, who were promised by the Contractor directly or indirectly and without the consent of the Customer any material gain for performing these actions (motivated traffic), shall not be accounted for in the Fees calculation. The Customer shall not accrue and pay the Contractor Fees for fraud and motivated traffic.

4.7. If the Customer chooses to change the list and/or content of Customer Products in the Distribution Pack and if changes to the list and/or content of Customer Products require to update Contractor Products, the Customer shall send to the Contractor a Customer Product change notification via e-mail or the Partner Interface stating whether update is critical or not. If changes to the list and/or content of the Customer Products require to update the Contractor Products, the Contractor shall perform such updates in accordance with Guidelines within thirty (30) calendar days after the receipt of the Customer Product change notification, if such update is not critical; and within fourteen (14) calendar days if the Customer states that the update is critical. The changed list and/or content of the Customer Products is indicated in the Partner Interface from the moment of implementation of the Customer Products changes and is considered by Statistics for calculation of price of Services.

4.8. If the Customer chooses to change the list of Contractor Products by excluding the specific Contractor Product, the Customer shall send to the Contractor a relevant notification via e-mail. Contractor shall stop distributing the Customer Products through the Contractor Products indicated in the notice from the Customer immediately after its receipt. The changed list of the Contractor Products is indicated in the Partner Interface from the moment of notification and is considered by Statistics for calculation of price of Services.

4.9. The Contractor can propose to add new Contractor Products by using the special field in the Partner Interface. In this case the list of Contractor Products is changed from the moment when the new Contractor Product passes moderation by the Customer, and the Contractor is notified by e-mail about that. The changed list of the Contractor Products is indicated in the Partner Interface from the moment of notification and is considered by Statistics for calculation of price of Services.

4.10.1. If the Contractor proposes to add new Contractor Products in the period from the date when the Contractor started providing Services under the Agreement to the moment when the Agreement was executed, and the Customer agrees with it (the moderation is passed), the Services rendered by the Contractor with the use of such new Contractor Products are subject to payment starting from the date when the Contractor starts providing the corresponding Services.

4.11. Special conditions for preinstallation of Customer Products on Devices:

4.11.1. Customer Notice. The Contractor shall agree with the Customer via e-mail not later than ten (10) calendar days before the Devices go in retail sales the values of the parameters of the Build.MANUFACTURER and Build.MODEL of those Devices in accordance with the developer documentation for the Android operating system, available under http://developer.android.com/reference/android/os/Build.html

4.11.2. Customer Products Updates. In case the Customer has provided the Contractor with a new version of a Customer Product, the Contractor shall pre-install such version of the Customer Product onto all models of the Devices that are running in production after the Contractor has received the new version of the Customer Product, and, if reasonably possible, replace older versions of the Customer Product to newer versions of the same on the Devices that are already in use.

4.11.3. No Delete or Change of Customer Products. The Contractor agrees not to undertake any action (including, without limitation, releasing a firmware/software update, making those available on their web properties, updating the Devices remotely via the Internet, etc.) that would cause Customer Products installed on the Devices and/or activated by End Users to be removed, changed or that would change the placement of those on the Devices.

4.12. Special conditions for distribution of Promo Codes:

4.12.1. While distributing Promo Codes within the Contractor's Products, the Contractor is obliged to inform the Users about conditions for using the Promo Codes:

for Promo Codes included in the Yandex. Market Distribution Pack - the Rules for using Promo Codes of the Yandex.Market Marketplace, posted at https://yandex.ru/legal/marketplace_promocode,
as well as the special conditions for using the Promo Codes specified in the Partner Interface in relation to the specific Promo Code to be distributed by the Contractor.

4.13.2. While creating Promo codes in the Partner Interface, the Contractor shall not use the texts protected by copyright or registered as trademarks, the rights to use which the Contractor does not have.

4.13.3. If the Customer provides an approved distribution format and/or rules for the distribution of a specific Promo Code, the Contractor shall follow such format and/or rules.

4.13.4. In case the Promo Code has expired or the promotion, for which the Promo Code was issued and/or a discount was provided, has terminated for another reason the Contractor shall stop distributing such Promo Codes in the Contractor Products.

5. FEES AND PAYMENT

5.1. In consideration for the Services provided by the Contractor under this Agreement, for each Reporting Period the Customer shall pay the Contractor the fee (the “Fee”).

5.2. The Fee for Services for a calendar month is one (1) Euro/ one (1) US Dollar depending on the payment currency indicated in Contractor's application-offer.

5.3. The Customer may revise the amount of Fee indicated in Section 5.2 of the Agreement as follows: within five (5) business days upon the end of each Reporting Period the Customer specifies a new amount of Fee in the invoice for the respective Reporting Period and the Contractor hereby irrevocably agrees to and acknowledges such new amount of the Fee. If according to the Customer’s Statistics no End Users have been attracted during a Reporting Period, the Services of the Contractor hereunder shall be deemed as not provided in the given Reporting Period and no invoices shall be executed.

5.4. The Parties agree that 1) the reflection of information about distribution of the Customer Products together with/within the additional Contractor Products and/or on the additional Territory and 2) subsequent issuing of invoices that include remuneration for such Services confirm the consent of the Parties to provision of this additional scope of Services.

5.5. Taxes. Each Party shall be individually responsible for paying taxes levied on it under applicable laws. The amounts set forth in the Agreement, appendices, and/or invoices hereto shall include all taxes, fees and other payments accrued in accordance with the laws of the Contractor’s country (if any). These amounts shall be transferred by the Customer in full without deduction of any taxes, fees or other payments in accordance with the laws of the Customer’s country.

5.6. The Customer shall pay the Fee within ten (10) business days following the end of the respective Reporting Period in the currency indicated in Contractor's application-offer.

5.7. The moment of performance of payment obligations by the Customer shall be considered as the date when the Fee for the Reporting Period is debited from the Customer’s settlement account.

5.8. The Contractor shall not set-off any of its obligations it owes to Customer under or in connection with this Agreement against any of the Contractor’s claims against Customer or any of Customer’s successors or assignees.

5.9. In case of substantial difficulties in performance of its payment obligations in the payment currency indicated in Contractor's application-offer the payment currency may be changed by the Customer unilaterally by giving the Contractor a written notice with the immediate effect upon its receipt, unless the notice indicates another effective date. In that case the Contractor shall submit to the Customer banking details of a payment account in a new payment currency. From the moment, when the Customer has notified the Contractor of substantial difficulties in performance of its payment obligations, until the moment, when the Contractor has provided the Customer with new banking details, the Customer shall bear no liability for non-performance of its payment obligations. The outstanding payments (if any) shall be converted into the new payment currency using the exchange rate as of the day of payment, as published by the Central Bank of the Russian Federation.

6. REPRESENTATIONS AND WARRANTIES

6.1. Each Party hereto represents and warrants to the other Party that;

6.1.1 it has the full power and authority to enter into and perform its obligations under this Agreement. Each Party hereto further represents and warrants that its signer is fully and completely authorized to execute this Agreement. Each person who signs this Agreement further warrants and represents that he/she has been authorized to do so as set forth in the first sentence of this Section.

6.1.2 entering into this Agreement and performance of its obligations hereunder shall not constitute a breach of any other agreement that they may have previously entered into and does not violate the rights of any third party. Each Party hereto also represents and warrants that it has the proper experience and expertise required in order to perform its obligations hereunder. Parties confirm that they comply with all applicable laws and regulations including applicable sanctions and export control laws and regulations.

6.1.3 it shall not bind the other Party to any agreement or obligation or give any representation, warranty or guarantee on behalf of and in respect to the other Party, except for those that are specifically authorized by the other Party in advance and in writing.

6.2. The Contractor represents and warrants that:

6.2.1. it owns, holds a proper license in, or otherwise has all necessary rights and permissions to use the Contractor Products;

6.2.2. the Contractor Products shall not infringe any trademark, copyright, patent, trade secret, proprietary information or other intellectual property rights of any third party;

6.2.3. the Contractor Products do not contain viruses and other malicious software;

6.2.4. the Contractor is not subject to any applicable sanctions and is not owned or controlled by any parties subject to any applicable sanctions (including EU, US and Swiss sanctions);

6.2.5. the performance of this Agreement by Contactor will not lead to Customer's violation of any applicable sanctions and/or export control laws and regulations;

6.2.6. the Contractor indicated the accurate and true information about itself in the Partner Interface and the application-offer.

6.3. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES, NEITHER PARTY MAKES ANY OTHER WARRANTIES HEREUNDER, WHETHER EXPRESS, IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR BY LAWS.

7. LIABILITY

7.1. EXCEPT FOR INTENT OR SECTIONS 7.2, 8.1 AND 8.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR THE LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOST REVENUE OR PROFITS) OR FOR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL,PUNITIVE DAMAGES OF THE OTHER PARTY (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.

7.2. Nothing in this Agreement shall limit or exclude either Party’s liability for:

Death or personal injury caused by negligence;
Fraud or fraudulent misrepresentation; and
Any liability which cannot legally be limited or excluded.

7.3. If the Law of some jurisdiction which might be applicable to the Parties’ relationships under this Agreement does not allow to limit the Parties’ liability in the way provided in clauses 7.1, then the Parties’ liability under this Agreement shall be limited to the smallest amount permissible by applicable Law.

7.4. In case of violation of the terms of payment stipulated by the Agreement, the Contractor is entitled to send a written claim to the Customer demanding payment of liquidated damages in the amount of 0.1% (one tenth of a percent) of the unpaid amount for each day of delay, but not more than 10% (ten percent) of the unpaid amount.

7.5. In case the Contractor violates the terms provided in Section 4 of the Agreement (except Section 4.6) the Contractor shall pay the Customer liquidated damages in the amount of 10 % (ten percent) of the Fees due in the Reporting Period, when the violation occurred.

7.6. The Customer shall not accrue and pay the Contractor Fees for fraud and motivated traffic (Section 4.6), thus, no invoices for that Reporting Period shall be made. If such Fees have already been accrued by the Customer, the Customer shall have the right to demand that the Contractor pay liquidated damages in the amount of the Fees accrued for that Reporting Period.

7.7. In case the Contractor violates the terms provided in Guidelines, the Contractor shall pay the Customer liquidated damages in the amount of the Fees accrued for that Reporting Period, thus, no invoices for that Reporting Period shall be made. If such Fees have already been accrued by the Customer, the Customer shall have the right to demand that the Contractor pay liquidated damages in the amount of the Fees accrued for that Reporting Period.

7.8. The liquidated damages shall be paid within 10 (ten) business days from the moment of provision of the invoice by the interested Party.

8. INDEMNIFICATION

8.1 IDEMNIFICATION OF THE CONTRACTOR. The Contractor shall defend, indemnify and hold harmless the Customer, its Affiliates and their respective managers, shareholders, providers, licensors and employees against claims, actions, losses, damages, costs, charges, or expenses including reasonable attorneys’ fees brought or made against the Customer arising out of or resulting from:

(a) the any breach of the Agreement including disinformation, violation of any warranties and representations, disclosure or unauthorized use of confidential information,

(b) alleging any infringement of (i) any third party’s trademark, copyright, patent or other intellectual property right in or related to of the provision of or in connection with the Services hereunder, except cases when such alleged infringement arises solely from a breach of the Agreement by the Customer;

(ii) applicable laws, made by the Customer, as the consequence of the Contractor’s violation of the Agreement.

8.2. IDEMNIFICATION OF THE CUSTOMER. Related to section 8.2.1 The Customer shall defend, indemnify and hold harmless the Contractor, its Affiliates and their respective managers, shareholders, providers, and employees against claims, actions, losses, damages, costs, charges, or expenses brought or made against the Contractor arising out of or resulting from alleging any infringement of any third party’s trademark, copyright, patent or other intellectual property right in or related to the materials and software provided by the Customer to the Contractor, except cases when such alleged infringement arises solely from a breach of the Agreement by the Contractor (“the Claim against the Contractor”).

8.2.1. In case of the Claim against the Contractor, the Customer shall indemnify and assist the Contractor in resolving such Claim against the Contractor provided that the following conditions are met:

The Contractor shall notify the Customer in writing about the Claim against the Contractor, as well as provide the Customer with a copy thereof within three (3) business days of the receipt.
The Contractor shall not admit such Claim against the Contractor or take other actions having legal effect without the prior written consent of the Customer, if such actions may in any way affect the outcome of the case or may lead to Reimbursable losses of the Contractor. If the Customer’s consent is obtained, the Contractor shall approve with the Customer all the documents, relating to the Claim against the Contractor, before they are provided to the correspondent claimant and/or to the competent authority.
The Contractor shall, upon the Customer’s request, grant the Customer the access to all the documents and information on the Claim against the Contractor, including all the documents and information, containing Contractor’s confidential information.
The Contractor shall, upon the Customer’s request, issue an irrevocable power of attorney to the Customer or to a person designated by the Customer to represent the interests of the Contractor and to exercise the powers, which may be granted to the Contractor as a party to the case based on the Claim against the Contractor. Such power of attorney shall be provided within two (2) business days of the Contractor’s receipt of the respective Customer’s request.

8.3. In each case the Parties shall consider the amounts of the indemnification of each Party as sufficient, fair, mutually agreed and proportional to the negative consequences incurred by the respective Party in the event of the circumstances indicated in the Sections 8.1 or 8.2 hereof.

9. CONFIDENTIALITY

9.1. The Parties shall and undertake to keep secret and deem as confidential any and all information, received by either Party from the other Party and/or its Affiliates during performance of the Agreement, indicated as confidential (the “Confidential Information”), and shall not disclose, make public, expose or provide the Confidential Information to third parties (except Affiliates and third parties subcontracted and/or engaged by the Contractor under the terms of Agreement that shall be bound by confidentiality obligations no less strict than the obligations of the Contractor under this Agreement) in any other way, except by obtaining the prior written consent of the providing Party to do so.

9.2. The Parties shall take all necessary measures to protect the Confidential Information at least to the same extent of diligence with which the Parties protect their own confidential information. The access to the Confidential Information shall be granted to the employees of the Parties and their Affiliates strictly on a need-to-know basis in order to fulfill their duties related to the performance of the Agreement. Each Party shall bound such employees to fulfill obligations with respect to the Confidential Information no less strict than the obligations of such Party under this Agreement.

9.3. The Confidential Information shall at all times remain the property of the Party that provides such Confidential Information. No rights in any Party’s Confidential Information are granted to the other Party or are to be implied from the provisions of this Agreement save as expressly set out in this Agreement. The receiving Party shall not copy or otherwise reproduce the Confidential Information without the prior written consent of the disclosing Party otherwise than for the purposes of this Agreement.

9.4. The obligation to protect and keep secret the Confidential Information shall not apply to the information that:

9.4.1. at the time of the disclosure is or subsequently becomes public without violation hereof by the receiving Party; or

9.4.2. is independently developed and/or received by the receiving Party without any use of the Confidential Information disclosed by the disclosing Party hereunder, which may be confirmed by documents sufficient to prove the source of such Confidential Information; or

9.4.3. has become known to the receiving Party prior to disclosure to it by the disclosing Party of the Confidential Information according to the terms hereof, which may be confirmed by documents sufficient to prove such prior possession of the Confidential Information; or

9.4.4. has been disclosed upon obtaining a prior written consent received from the disclosing Party.

9.5. The receiving Party may disclose the Confidential Information provided by the disclosing Party to the minimum extent required by either or all:

(a) any order of any court of competent jurisdiction or any regulatory, judicial, governmental, taxation or similar authority of competent jurisdiction. Upon the request and at sole expense of the disclosing Party, the receiving Party shall make commercially reasonable efforts to assist the disclosing Party in seeking an appropriate correspondent protective order; or

(b) the rules of any listing authority or stock exchange on which the shares of the receiving Party and its Affiliates are listed; or

(c) the laws or regulations of any country according to which the receiving Party is obliged to disclose the Confidential Information of the disclosing Party

provided that the receiving Party shall notify the disclosing Party (to the extent not prohibited by applicable laws) about the requirements listed in clauses (a)-(c) of Section 9.5 hereof within three (3) business days from the date such Party receives all and any correspondent order or becomes aware of such rules, laws and/or regulations.

9.6. The obligations provided in this Section 9 shall come into effect on the Effective Date and shall survive for three (3) years after expiration or termination of this Agreement.

9.7. Without prejudice to other provisions of this Section 9, the Customer and its Affiliates may disclose information regarding the existence of the contractual relationship under this Agreement for advertising and marketing purposes from the time of the commencement of the provision of the Services under the Agreement. Solely upon getting prior written consent of the Customer, the Contractor may make announcements for mass media, press releases, public announcements and advertisements, and other communications relating to this Agreement.

9. FORCE MAJEURE

9.1. The Parties shall be relieved of liabilities for full or partial nonperformance of their obligations under the Agreement if such nonperformance occurs after the Effective Date as a result of any flood, fire, earthquake and other acts of God, war, pandemic, military hostilities, blockage, prohibitive actions of authorities and acts of the government agencies, strikes, destruction of communications and electric power supply, explosions which occur during the term of the Agreement and could not be foreseen or prevented by the Parties (each, an “Event of Force Majeure”).

9.2. The Party affected by an Event of Force Majeure shall notify the other Party in writing about such Event of Force Majeure within five (5) business days from the moment of the its occurrence. If possible, the notice shall specify the nature of the Event of Force Majeure and shall contain a correspondent reference to an official document issued by a competent authority confirming the existence of such Event of Force Majeure and, if applicable, give evaluation of its effects on the Party’s ability to perform its obligations under this Agreement. Such documents shall be sent by the correspondent Party within reasonable time periods specified for such documents.

9.3. If the Party affected by an Event of Force Majeure fails to send the notice as specified in Section 9.2 of the Agreement, the Party shall have no right to refer to such Event of Force Majeure as an excuse for failure to perform its obligations and, upon a written request of the other Party, shall reimburse to such Party any proven damages incurred due to the effect of the Event of Force Majeure.

9.4. Upon occurrence of an Event of Force Majeure, the term for obligation performance under the Agreement by the affected Party shall be prolonged for the subsequent and equal period of time during which the Event of Force Majeure and consequences thereof continue as well as the reasonable terms required to redress such consequences.

9.5. The affected Party shall promptly (within five (5) business days) notify the other Party about the discontinuance of an Event of Force Majeure in writing. Such notice shall specify the period of time within which the Party expects to perform its obligations under the Agreement delayed due to such Event of Force Majeure. If the affected Party fails to send such notice in due time, such Party shall have no right to refer to the Event of Force Majeure as an excuse for nonperformance of its obligations and, upon a written request of the other Party, shall reimburse the other Party the losses incurred by the other Party in connection with the absence of timely notification and of the Event of Force Majeure effect.

9.6. Should an Event of Force Majeure continue for more than one (1) calendar month, the Parties should in good faith negotiate the future of the Agreement. If the Parties fail to reach an agreement within seven (7) calendar days from the request by one of the Parties to commence negotiations, either Party may terminate the Agreement unilaterally by giving the other Party a written notice with the immediate effect upon its receipt by the other Party.

10. PRIVACY AND PERSONAL DATA

10.1. If any personal data is processed under this Agreement, the Parties acknowledge and agree that each of them is independent controller of that personal data unless otherwise explicitly provided by this Agreement (including any Guidelines). As an independent controller, each Party shall comply with applicable data protection laws and ensure confidentiality and security of personal data received from the other Party.

10.2 The Party which discloses (or organizes the disclosure) personal data to the other Party in connection with the conclusion, execution, amendment or termination of the Agreement is obliged to ensure that there is: (a) a sufficient legal basis for the disclosure of personal data to the other Party and further processing of personal data by the other Party, its affiliates and partners; (b) a notification of data subjects on the disclosure of their personal data to the other Party and the subsequent processing of personal data by the other Party, its affiliates and partners

10.3 At the request of the other Party, each of the Parties shall, within a reasonable time, provide the other Party with sufficient evidence of the fulfillment of its obligations under this clause.

11. ANTI-BRIBERY AND ANTI-CORUPPTION COMPLIANCE

11.1. The Customer is committed to the highest standards of business ethics in all activities. The Customer expects their contractors to abide by the principles of business conduct set out in the Yango Supplier Code of Conduct. A copy of the Yango Supplier Code of Conduct is available in the corporate section of the Customer’s portal at: https://yango.com/legal/supplier_code_of_conduct.

11.2. The Parties adhere to the applicable anti-corruption laws.

The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments.

The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes.

This clause constitutes representations material for the Parties. The Parties rely on these representations when entering this Contract.

Either Party may unilaterally withdraw from the Contract in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Contract shall be terminated upon 10 calendar days from the date of the receipt of such written notice by the Party.

If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing.

The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause:

To notify the Customer: hotline@ethics.online

To notify the Contractor: address indicated in the contract details.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

12.2. Dispute Resolution. The Parties acknowledge and agree that all disputes, controversy or claims arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the provisions set forth under the arbitration rules (the "Rules") of the Dubai International Arbitration Centre ("DIAC"), by three (3) arbitrators appointed in compliance with the Rules, and:

the seat of the arbitration shall be the Dubai International Financial Centre;
the language of the arbitration shall be English;
the arbitration award shall be final and binding upon the Parties and not subject to any appeal in any Court; and
the arbitration shall deal with the question of the costs of the arbitration and all related matters.

12.2.1 The Parties agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the DIAC (save for the matters, provided in the clause 12.4 of the Agreement) and hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named arbitration, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such arbitration.

12.3 The Parties acknowledge and agree that any dispute and arbitral proceedings may take longer than six (6) months and that in the event that a dispute and/or arbitral proceedings takes longer than six (6) months, such circumstance shall not form the basis of a procedural challenge to any arbitral award that is subsequently delivered.

12.4 Nothing in this clause 12 shall prevent either Party from applying to a Court of competent jurisdiction for urgent interim relief.

13. TERM AND TERMINATION

13.1. The Agreement shall come into effect on the Execution Date and shall govern and apply to the relationships of the Parties arisen from the Effective date of the Agreement. The Customer’s notice of acceptance of the Contractor’s application-offer is recognized as acceptance of the offer by the Customer. The Agreement shall be in full force and effect for all the term of providing Services by the Contractor unless earlier terminated in accordance with the terms specified below.

13.2. The Agreement may be terminated:

13.2.1. by the mutual agreement of the Parties;

13.2.2. unilaterally by either Party pursuant to Section 9.6 hereof;

13.2.3. unilaterally by Customer by giving Contractor a prior written notice with the immediate effect upon its receipt, unless the notice indicates the termination date;

13.2.4. unilaterally by Contractor by giving Customer at least thirty (30) calendar days prior written notice;

13.2.5. unilaterally by Contractor by giving Customer at least five (5) business days prior written notice in cases where the Contractor disagrees with the changes of the Agreement made by the Customer;

13.2.6. unilaterally by Customer by giving Contractor a prior written notice with the immediate effect upon its receipt, if according to the Statistics for 3 (three) consecutive calendar months, the Contractor has not provided the Services.

13.3. Upon expiration or termination of this Agreement for any reason, the obligations of the Parties related to the provision of the Services and Fee payment shall be terminated, therefore the Customer shall not pay to the Contractor for any Services rendered after the effective expiration or termination date and the Contractor shall cease distributing the Customer Products.

13.4. The procedure for concluding the Agreement:

13.4.1. The Contractor initiates the conclusion of the Agreement(s) by performing the following cumulative actions:

1) selection of the Distribution Pack(s) for the distribution of which the Agreement(s) is/are concluded;

2) filling in all the required fields of the registration form (questionnaire) in the Partner Interface,

3) expressing consent with this document by sending to the relevant Customer(s) the application-offer(s) formed in the Partner Interface(s) by clicking the relevant button.

13.4.2. The execution by the Contractor of the actions provided for in Section 13.4.1 of the Agreement is recognized as the sending by the Contractor to the Customer of an irrevocable (except for the cases specified in Section 13.4.3 of the Agreement) offer to conclude the Agreement on the terms of this document and the application-offer.

13.4.3. Each of the Customers who received an application-offer addressed to it shall independently notify the Contractor of acceptance of the application-offer or of refusal to accept the application-offer at the email address indicated by the Contractor in the application-offer. Such notification shall be sent to the Contractor within 30 (thirty) business days from the date of receipt by the Customer of the Contractor's application-offer, if there is no need to clarify information. If the Customer or the Contractor discovers incorrect information in the application-offer, the Customer (including at the request of the Contractor) provides the Contractor with the opportunity to withdraw the application-offer in the Partner Interface and submit a new application-offer.

14. MISCELLANEOUS

14.1. Entire Agreement. This Agreement shall constitute the entire agreement between the Parties hereto, and supersede all other arrangements made by the Parties with respect to the subject matter hereof, whether oral or written. In the event of any inconsistency between the statements in the body of this Agreement and side letters, the statements in the body of this Agreement will prevail.

14.2 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

14.3 No Waiver. Any failure or delay by either Party to exercise any of its rights, powers, or privileges under this Agreement or to insist upon observance or performance by the other Party of the provisions of this Agreement shall not be construed as a waiver of the Party’s rights, claims, or remedies whether contractual, statutory or otherwise.

14.4 Assignment. No Party shall assign, transfer, or create any trust in respect of, or purport to assign, transfer or create any trust in respect of, any of its rights or obligations under this Agreement without the prior written consent of another Party. Notwithstanding the foregoing, the Customer may assign any of its rights and obligations under this Agreement, without the consent of the Contractor, to its Affiliate, or in connection with any merger, consolidation or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. This Agreement is not made for the benefit of any third party who is not a party hereto, and only the Parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Agreement.

14.5. Independent Contractors. The Parties to this Agreement are considered to be independent contractors. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

14.6. Changes of details. The Contractor shall immediately notify the Customer on any changes in its registered and correspondence addresses, the legal status (including the form of incorporation) and/or banking details. The Contractor failing to give notice to the Customer of such events in advance shall bear the risk of all consequences that may occur due to such failure to give notice.

14.10.Notices. A notice sent by either Party under this Agreement shall be made in writing and personally delivered or given by registered mail, return receipt requested, overnight courier, or e-mail, addressed to the other Party at its address given below (or any such other address as may be communicated to the notifying Party in writing) and shall be deemed to have been served if delivered in person, on the same day; if sent via e-mail, twenty four (24) hours after transmission; if sent by registered mail, ten (10) calendar days after deposit into the mail system, or if sent by overnight courier, the second (2) day after deposit with the courier.

14.11. E-mails. The Parties have agreed that any documents under the Agreement including invoices thereto may be signed via electronic document signing services that are approved by the Parties or created in form of electronic copy of the document signed by an authorized person in PDF format and sending it to the e-mail address specified in the Agreement. The date of signature shall be the date on which the document signed on the latest party was sent to the e-mail of the Party which originally sent the document.

14.12. Number of the Agreement. At the conclusion of the Agreement, it is automatically assigned a number, which is indicated in the Partner Interface.

14.13. Amendments. The Contractor understands and agrees that the terms of the Agreement can be changed by the Customer. By providing the Services, Contractor accepts the current version of the terms of the Agreement available under https://yandex.com/legal/distribution_agreement. Changes to the terms of the Agreement shall enter into force and become binding on the Parties from the moment of their placement at: https://yandex.com/legal/distribution_agreement.

15. ADDRESSES AND BANKING DETAILS OF CUSTOMERS:

15.1. Direct Cursus Technology L.L.C.

Company registration №: 1802868

Place of business: office No. 3F-78, AL KHAIMAH BUILDING II, Al Barsha First, Dubai, the UAE e-mail:

Partner Interface issues – partners-distrib-support@yandex-team.com
regarding the Agreements on distribution of “Yandex Market” (former name of the Distribution Pack is “Yandex.Market and Beru”), “Invite a partner to the Market affiliate network (Yandex.Distribution)” Distribution Packs, except for document management issues – market-distrib-info@yandex-team.com
regarding the Agreements on distribution of “Yandex.Games” Distribution Pack, except for document management issues – games-partners@yandex-team.com
regarding the Agreements on distribution of “Yandex.Browser and Yandex Extensions” Distribution Pack, except for document management issues – distribution-partners@yandex-team.com
regarding the Agreements on distribution of “Yandex Travel” Distribution Pack, except for document management issues – travel-distribution@yandex-team.com
document management issues for “Yandex Market” (former name of the Distribution Pack is “Yandex.Market and Beru”), “Invite a partner to the Market affiliate network (Yandex.Distribution)” Distribution Packs – market-distrib-partners@yandex-team.com
document management issues for “Yandex.Games” Distribution Pack, “Yandex.Browser and Yandex Extensions” Distribution Pack and “Yandex Travel” Distribution Pack – docs-project@yandex-team.ru
only outgoing e-mail of Customer – partners@distribution.yandex.com, info-noreply@support.yandex.com