DISTRIBUTION AGREEMENT

1. TERMS AND DEFINITIONS

“Affiliate” of an entity shall mean any legal entity or person that directly or indirectly controls, is controlled by, or under common control with, that entity, where “control” means direct or indirect ownership of more than 50% of voting shares, direct or indirect control over the majority of the votes in a general meeting, the ability to directly or indirectly appoint the majority of the board of directors and/or otherwise obtained right to direct or cause the direction of the management and policies of the controlled entity.

”Agreement” shall mean 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” shall mean 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.

“Claim against the Contractor” shall mean a third-party action, suit, claim or demand brought or made against the Contractor, 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.

“Claim against the Customer” shall mean a third-party action, suit, claim or demand brought or made against the Customer and promptly brought to the attention of the Contractor, alleging any infringement of any third party’s trademark, copyright, patent or other intellectual property right in or related to the Content used by the Contractor for 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.

”Code” shall mean 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” shall mean a person or an entity who has entered into Agreement in accordance with Section 10.5 hereof and who is not а) a currency resident of the Russian Federation, b) a citizen of Hong Kong or Netherlands, c) a legal entity organized under the laws of Hong Kong or Netherlands. 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” shall mean Devices, services, content, web-sites, 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 by Contractor by giving Customer a notice via the form available at: https://yandex.com/support/distr/support.html. Contractor shall stop distributing Customer Products through the Contractor Products indicated in the notice from the Customer immediately after its receipt.

”Customer” shall mean one of the entities listed in Section 11.14 hereof, by order and in whose interests the Services are provided in accordance with the terms of the Agreement.

”Customer Apps” shall mean software designed for use on mobile devices.

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

”Customer Service(s)” shall mean 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” shall mean the entities listed in Section 11.14 hereof, referred to collectively.

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

”Distribution Pack” shall mean 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” shall mean Execution Date or the date when the Contractor commenced the rendering the Services. Effective Date is indicated in the application-offer.

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

”Execution Date” shall mean 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.

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

“Guidelines” shall mean 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.

“Materials” shall mean 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” shall mean 50 Euro/50 US Dollars/3,000 Russian Rubles depending on the payment currency indicated in Contractor's application-offer.

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

“Partner Interface” shall mean 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.

“Reimbursable losses of the Contractor” shall mean all losses, damages, costs and expenses caused by Customer’s gross negligence and intent and arising out of or related to respective Claims against the Contractor limited by amount of any adverse final judgment or settlement minus the cost of legal and/or consulting services, incurred by the Customer in connection with the participation in resolving such Claim against the Contractor on the Contractor’s side.

“Reimbursable losses of the Customer” shall mean all losses, damages, costs and expenses (including without limitation reasonable legal fees and costs of proceedings) arising out of or related to Claims against the Customer.

Reporting Period” shall mean 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.

”Statistics”shall mean 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” shall mean 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” shall mean 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.

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 (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.Market and Beru Yandex E-commerce Limited

1) Integration Guidelines https://yandex.com/support/market-distr

2) Distribution Policy: https://yandex.com/legal/market_distr_policy

3) User license agreement for Content API Beru Service https://yandex.ru/legal/beru_api_content

Taxi widgets Yandex.Taxi B.V

1) Integration Guidelines https://tech.yandex.com/taxi/doc/dg/concepts/about-docpage

2) Terms of Use of “Yandex.Taxi Widget” Service https://yandex.com/legal/taxi_api

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. SERVICES

3.1. 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.

3.2. 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:

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

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

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

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

To avoid any misunderstanding, subject to this license under Section 3.2, 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, 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.

3.3. 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.

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

3.5. The Customer will provide the Contractor with the access to the Statistics through the Partner Interface, provided that:

3.5.1. Statistics is considered confidential by both Parties;

3.5.2. The Contractor accesses the Partner Interface with the use of unique login and password of the Contractor. The Contractor shall set and change the password used for access to the Partner Interface independently;

3.5.3. All actions performed with the use of login and password of the Contractor with regard to the account shall be deemed performed by the Contractor. The Contractor shall be independently held liable for the access security means to the Partner Interface (login and password) and shall undertake all measures to ensure their confidentiality. The Customer, its Affiliates and/or companies of Yandex group shall not be liable for an unauthorized access to the Partner Interface of the Contractor by the third persons performed with the use of its login and password;

3.5.4. 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 report and may differ from the amounts shown at the Partner Interface;

3.5.5. In order to restore login and password in case of loss the Contractor shall use the restoral form available at https://passport.yandex.com/passport?mode=restore.

3.6. 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.

3.7. 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 Revenue Share for fraud and motivated traffic.

3.8. 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.

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

3.9.1. 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

3.9.2. 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.

3.9.3. 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. FEES AND PAYMENT

4.1. 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”).

4.2. The Fee for Services for a calendar month is one (1) Euro/ one (1) US Dollar/ sixty (60) Russian Rubles depending on the payment currency indicated in Contractor's application-offer.

4.3. The Customer may revise the amount of Fee indicated in Section 4.2 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 report 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 reports shall be executed.

4.4. 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 Reports that include remuneration for such Services confirm the consent of the Parties to provision of this additional scope of Services.

4.5. Any taxes, fees and other levies or mandatory payments stipulated by legislation applicable to the Contractor shall be paid at his own expense. The amount of remuneration under the Agreement and/reports should not change and shall include all taxes, fees and other levies or mandatory payments stipulated by legislation applicable to the Contractor, including applicable income tax, Social Security tax, Unemployment Insurance taxes and any other taxes or business license fees as required.

4.6. 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.

4.7. The moment of performance of payment obligations by the Customer shall be considered as the date when the Customer’s bank transfers the Fee for the Reporting Period to the correspondent account of the Contractor’s bank.

4.8. 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. REPRESENTATIONS AND WARRANTIES

5.1. Each Party hereto represents and warrants to the other Party that 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.

5.2. Each Party hereto represents and warrants that 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.

5.3. Each Party hereto represents and warrants that 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.

5.4. The Contractor represents and warrants that:

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

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

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

5.4.4. 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);

5.4.5. 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.

5.5. 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.

6. CONFIDENTIALITY

6.1. 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, companies of Yandex group 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.

6.2. 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, their Affiliates or companies of Yandex group 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.

6.3. 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.

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

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

6.4.2. 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

6.4.3. 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

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

6.5. 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, its Affiliates or companies of Yandex group 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 6.5 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.

6.6. The obligations provided in this Section 6 shall come into effect on the Effective Date and shall survive for three (3) years after expiration or termination of this Agreement.

6.7. Without prejudice to other provisions of this Section 6, the Customer, its Affiliates and/or companies of Yandex group 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.

6.8. The receiving Party shall hereunder indemnify the disclosing Party (at the latter’s request) for the damages caused by violation of the terms specified in this Section 6 with regard to protection of the Confidential Information transferred hereunder under the applicable laws.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of law provisions.

7.2. Any claim or action by either Party against the other Party in connection with or regarding this Agreement, including but not limited to its existence, validity, performance or termination, shall be brought before the competent courts located in Luzern, Switzerland. The Parties hereby waive any venue objections against the named venue.

8. LIMITATION OF LIABILITY. INDEMNIFICATION

8.1. EXCEPT FOR GROSS NEGLIGENCE AND INTENT AND EXCEPT FOR SECTIONS 8.2 AND 8.3, 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 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.

8.2. The Contractor shall defend, indemnify and hold the Customer, its Affiliates and their respective employees, agents and contractors harmless from and against Reimbursable losses of the Customer. In case of a Claim against the Customer , the Contractor shall assist the Customer in resolving such Claim against the Customer.

8.3. The Customer shall defend, indemnify and hold the Contractor and its Affiliates harmless from and against Reimbursable losses of the Contractor. In case of a Claim against the Contractor, the Customer shall 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.

8.4. In each case the Parties shall consider the amounts of the Reimbursable losses of the Customer or the Reimbursable losses of the Contractor 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 8.2 or 8.3 hereof.

8.5. 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 a penalty 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.

8.6. In case the Contractor violates the terms provided in Section 3 of the Agreement (except Section 3.7) the Contractor shall pay the Customer a penalty in the amount of 10 % (ten percent) of the Fees due in the Reporting Period, when the violation occurred.

8.7.The Customer shall not accrue and pay the Contractor Revenue Share for fraud and motivated traffic (Section 3.7), thus, no invoices and reports for that Reporting Period shall be made. If such Revenue Share has already been accrued by the Customer, the Customer shall have the right to demand that the Contractor pay a penalty in the amount of the Revenue Share accrued for that Reporting Period.

8.8. In case the Contractor violates the terms provided in Guidelines, the Contractor shall pay the Customer a penalty in the amount of the Revenue Share accrued for that Reporting Period, thus, no invoices and reports for that Reporting Period shall be made. If such Revenue Share has already been accrued by the Customer, the Customer shall have the right to demand that the Contractor pay a penalty in the amount of the Revenue Share accrued for that Reporting Period.

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

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, 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. TERM AND TERMINATION

10.1.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.

10.2. The Agreement may be terminated:

10.2.1. by the mutual agreement of the Parties;

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

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

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

10.2.5. 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. Such notice shall be sent by the Contractor no earlier than 14 (fourteen) days before the changes enter into force and no later than the changes enter into force;

10.2.6. automatically, if according to the Statistics for 3 (three) consecutive calendar months, the Contractor has not provided the Services.

10.3. 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.

10.5. The procedure for concluding the Agreement:

10.5.1. 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 putting a mark (“checkmark”) in the line “I have read and agree to the terms of the Agreement”,

4) confirmation and sending to the relevant Customer(s) the application-offer(s) formed in the Partner Interface(s) by clicking the "Submit Offer" button.

10.5.2. The execution by the Contractor of the actions provided for in Section 10.5.1 of the Agreement is recognized as the sending by the Contractor to the Customer of an irrevocable offer to conclude the Agreement on the terms of this document and the application-offer.

10.5.3. 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 or to change information in the application-offer.

11. MISCELLANEOUS

11.1. 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. Customer informs Contractor of the changes of the terms of the Agreement by email not later than 14 (fourteen) days before such changes enter into force.

11.2. 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. The Section captions herein are made for convenience of reference only and do not constitute a part of this Agreement.

11.3. 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.

11.4. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect. The Parties agree to replace any invalid provision with a valid one, which most closely approximates the intent and economic effect of the provision held to be invalid. The waiver by either Party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

11.5. Rights and obligations of a Party under this Agreement may be assigned by either Party to a third party only upon prior written consent of the other 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, to any of the companies of Yandex group 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.

11.6. 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.

11.7. The Customer adheres to the principles and conditions of work set out in the YANDEX Code of Business Ethics and Conduct in all its activities. The Customer expects its contractors to abide by the principles of business conduct set out in the Code of Business Ethics and Conduct. A copy of the Code of Business Ethics and Conduct is available in the corporate section of the Yandex portal at http://ir.yandex.com/documents.cfm.

11.8. 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. During the performance of this Agreement the Parties, their Affiliates, employees, stakeholders and representatives (including agents, commission agents, customs brokers and other third parties directly or indirectly involved in the performance of this Agreement) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any assets (including intangible assets), 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 legislation, or pursuing other illegal purposes.

11.9. For the purpose of implementing provisions of this Agreement the Parties shall comply, use and carry out their activity in accordance with the following national and international legal acts:

  • Basic principles of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;
  • The Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.);
  • Other provisions of the Swiss legislation on corruption and corrupt business practices.

11.10. If a Party presumes that a breach of any provisions of this Agreement has occurred or may occur, such Party shall give the other Party the correspondent written notice within the reasonable period of time.

11.11. 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.

11.12. The Parties have agreed that any documents under the Agreement including reports thereto will be exchanged by the Parties in due course via e-mail.

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

11.14. ADDRESSES AND BANKING DETAILS OF CUSTOMERS:

11.14.1. Yandex E-commerce Limited

Company registration №: 2737825

Place of business: Level 09, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong

Account № in USD

IBAN: NL87INGB0020149816

Bank name: ING Bank N. V

Bank address: Amstelveenseweg 500, 1081 KL Amsterdam, the Netherlands

SWIFT: INGBNL2A

Account № in EUR

IBAN: NL44INGB0009040986

Bank name: ING Bank N. V

Bank address: Amstelveenseweg 500, 1081 KL Amsterdam, the Netherlands

SWIFT: INGBNL2A

Account № in RUB

IBAN: NL73INGB0020164327

Bank name: ING Bank N. V

Bank address: Amstelveenseweg 500, 1081 KL Amsterdam, the Netherlands

SWIFT: INGBNL2A

e-mail:

11.14.2. Yandex.Taxi B.V.

Company registration №: 64591069

Place of business: Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands

Account № in USD

Account № 0020160135 IBAN: NL58 INGB 0020 1601 35

in ING Bank NV (Amstelveenseweg 500 1081 KL, Amsterdam, The Netherlands)

SWIFT: INGBNL2A

Account № in EUR

Account № 0007189609 IBAN: NL19 INGB 0007 1896 09

in ING Bank NV (Amstelveenseweg 500 1081 KL, Amsterdam, The Netherlands)

SWIFT: INGBNL2A

tel.: +31(0)202066970 / +31(0)202066971 / +31(0)623505401

e-mail:

only outgoing e-mail of Customer – info-noreply@support.yandex.com

Date of publication: 02.06.2020.