Trial 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” of an entity means 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.

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

“Distribution Pack” means the list of Yandex Products that are to be distributed under one Trial Agreement. The initial list of Yandex Products is provided in Section 2.2 of the Trial Agreement. Yandex may change the content of Distribution Pack unilaterally with notification of the Partner 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 the date when the Partner accepted the terms and conditions of this Trial Agreement in accordance with Section 12.2 hereof.

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

“Guidelines” means documents, which are an integral part of this Trial Agreement. In case of any amendments to Guidelines, such amendments shall become an integral part of the Trial 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 corresponding Yandex Service and intended for display to End Users, including but not limited to advertising and information materials. The contents of the Materials may be changed by Yandex unilaterally and without prior notice to the Partner.

“Parties” means Yandex and the Partner, individually referred to as a Party.

“Partner” means a person or an entity who has accepted this Trial Agreement in accordance with Section 12.2 hereof and who is not a currency resident of the Russian Federation. Depending on the Distribution Pack, the Partner may be a legal entity, an individual entrepreneur and / or a natural person - information about the possibility of concluding Trial Agreement for a specific type / legal status of persons / entity is displayed in the Partner Interface.

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

“Partner Products” means Devices, services, content, web-sites, and software of the Partner or its partners that are used for the provision of or in connection with the distribution of Yandex Products hereunder. The current list of Partner Products and its changes are indicated in Partner Interface.

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

“Statistics” means the data of Yandex automated accounting systems, which may contain, among other information and functions, data related to the distribution of Yandex Products under this Trial Agreement, in electronic format.

“Territory” means the territory of the settlements of the countries where Yandex Service can be used and among the End Users of which the Partner distributes Yandex Products hereunder. An End User is considered to be within a particular settlement if, according to the information of Yandex, the IP address of the End User, who is using Partner Products, is within the range of the IP-addressed, allocated and distributed within that settlement. The list of countries can be changed by Yandex unilaterally with the notification of the Partner by email not later than 14 (fourteen) days before such changes enter into force.

“Trial Agreement” means this agreement available at https://yandex.com/legal/distribution_test_agreement.

“Yandex” means an entity provided in Section 2.2 of the Trial Agreement.

“Yandex Products” means software (including for mobile devices), links, browser settings or other products (including search form) owned or duly licensed by Yandex, which the Partner distributes hereunder.

“Yandex Service(s)” means service(s) of Yandex or its Affiliates.

“Widget” shall mean the software code, enabling the Partner to implement the widget, which is a unit for displaying Materials in a certain design, into the Partner 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 e-mail.

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 order to assess the possibilities for future cooperation between the Parties under a services agreement Yandex authorizes the Partner for a limited period of time to distribute Yandex Products by including them in the Partner Products.

2.2. The Partner distributes corresponding Distribution Pack in accordance with the terms of the Trial Agreement, including the following Guidelines depending on the Distribution Pack:

2.3. Yandex does not pay the Partner any remuneration under this Trial Agreement.

2.4. The Partner shall have the right to subcontract and otherwise engage third parties to distribute Yandex Products and/or to perform any other obligations of the Partner under this Trial Agreement.

3. LICENSES

3.1. Solely for purposes of the performance of this Trial Agreement, Yandex hereby grants to the Partner for the whole term of this Trial Agreement in the Territory a limited, royalty-free, fully paid-up, and non-exclusive right (license) to:

3.1.1. copy and reproduce Yandex Products on the Partner’s servers; and

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

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

3.2 The Partner 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 Partner 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, neither the closure of this Trial Agreement nor the distribution of Yandex Products or any other execution action under this Trial Agreement shall lead to a transfer or assignment of any rights or granting a implied license, in particular intellectual property rights, from Yandex to Partner. Any and all rights owned by Yandex in Yandex Products shall remain with Yandex.

4. CONDITION AND INTEGRATION

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

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

4.3. The Partner shall integrate Yandex Products in full compliance with Guidelines.

4.4. Yandex will provide the Partner with the access to the Statistics through the Partner Interface, provided that the Partner 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 Partner through the Partner Interface is provided for reference purposes only and cannot be considered as the price of distribution under the Trial Agreement. Any renumeration may be paid only under a services agreement the Parties enter into by signing a single document or by offering and accepting the terms and conditions posted at https://yandex.com/legal/distribution_agreement.

4.4.2 The clids specified in the Partner Interface are for the purposes of distribution during trial period only. The Partner agrees that the distribution of Yandex Products under this Trial Agreement will not result in unjust enrichment.

4.5. The Partner 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 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 Partner directly or indirectly and without the consent of the Yandex any material gain for performing these actions (motivated traffic), shall not be accounted for. Yandex shall not accrue and pay the Partner for fraud and motivated traffic.

4.6. If Yandex chooses to change the list and/or content of Yandex Products in the Distribution Pack and if changes to the list and/or content of Yandex Products require to update Partner Products, Yandex shall send to the Partner a Yandex 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 Yandex Products require to update the Partner Products, the Partner shall perform such updates in accordance with Guidelines within thirty (30) calendar days after the receipt of Yandex Product change notification, if such update is not critical; and within fourteen (14) calendar days if Yandex states that the update is critical. The changed list and/or content of Yandex Products is indicated in the Partner Interface from the moment of implementation of Yandex Products changes.

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

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

4.9. Special conditions for distribution of Promo Codes:

4.9.1. While distributing Promo Codes within the Partner's Products, the Partner 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 Partner.

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

4.9.3. If the Yandex provides an approved distribution format and/or rules for the distribution of a specific Promo Code, the Partner shall follow such format and/or rules.

5. WARRANTIES AND REPRESENTATIONS

5.1. The Partner represents and warrants to Yandex that it has the full power and authority to enter into and perform its obligations under this Trial Agreement. The Partner further represents and warrants that its signer is fully and completely authorized to execute this Trial Agreement. Each person who signs this Trial 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. The Partner represents and warrants that entering into this Trial 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. The Partner 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. The Partner hereto represents and warrants that it shall not bind Yandex to any agreement or obligation or give any representation, warranty or guarantee on behalf of and in respect to Yandex, except for those that are specifically authorized by Yandex in advance and in writing.

5.4. The Partner 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 Partner Products;

5.4.2. the Partner 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 Partner Products do not contain viruses and other malicious software;

5.4.4. the Partner 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 Trial Agreement by Partner will not lead to Yandex's violation of any applicable sanctions and/or export control laws and regulations;

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

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.

5.6. THIS TRIAL AGREEMENT DOES NOT CONSTITUTE OR IMPLY ANY COMMITMENT BY YANDEX WITH RESPECT TO THE FUTURE COOPERATION OF THE PARTIES, INCLUDING WITH RESPECT TO THE PAYMENT OF RENUMERATION TO THE PARTNER, OR ANY PROMISE OR INTENTION TO ENTER INTO ANY OTHER BUSINESS ARRANGEMENT.

6. LIABILITY

6.1. EXCEPT FOR INTENT OR SECTIONS 6.2, 7.1 AND 7.2, 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 TRIAL AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS TRIAL 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.

6.2. Nothing in this Trial 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.

6.3. 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.

6.4. In case of violation of the terms of payment stipulated by the Agreement, the Partner is entitled to send a written claim to Yandex demanding payment of liquidated damages. The liquidated damages shall be paid within 10 (ten) business days from the moment of provision of the invoice by the interested Party.

7. INDEMNIFICATION

7.1 IDEMNIFICATION OF THE PARTNER. The Partner shall defend, indemnify and hold harmless Yandex, 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 Yandex 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 Partner’s actions under this Trial Agreement hereunder, except cases when such alleged infringement arises solely from a breach of the Trial Agreement by Yandex;

(ii) applicable laws, made by Yandex, as the consequence of the Partner’s violation of the Trial Agreement.

7.2. 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 Section 7.1 hereof.

8. CONFIDENTIALITY

8.1. The Partner shall and undertake to keep secret and deem as confidential any and all information, received by the Partner from Yandex and/or its Affiliates during performance of the Trial 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 Partner under the terms of Trial Agreement that shall be bound by confidentiality obligations no less strict than the obligations of the Partner under this Trial Agreement) in any other way, except by obtaining the prior written consent of Yandex to do so.

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

8.3. The Confidential Information shall at all times remain the property of Yandex. No rights to Confidential Information are granted to the Partner or are to be implied from the provisions of this Trial Agreement save as expressly set out in this Trial Agreement. The Partner shall not copy or otherwise reproduce the Confidential Information without the prior written consent of Yandex otherwise than for the purposes of this Trial Agreement.

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

8.4.1. at the time of the disclosure is or subsequently becomes public without violation hereof by the Partner; or

8.4.2. is independently developed and/or received by the Partner without any use of the Confidential Information, which may be confirmed by documents sufficient to prove the source of such Confidential Information; or

8.4.3. has become known to the Partner prior to disclosure by Yandex 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

8.4.5. has been disclosed upon obtaining a prior written consent from Yandex.

8.5. 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 Trial Agreement.

8.6. Without prejudice to other provisions of this Section 9, the Yandex 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 execution action under this Trial Agreement. Solely upon getting prior written consent of the Yandex, the Partner may make announcements for mass media, press releases, public announcements and advertisements, and other communications relating to this Agreement.

9. PRIVACY AND PERSONAL DATA

9.1. If any personal data is processed under this Trial Agreement, the Parties acknowledge and agree that each of them is independent controller of that personal data unless otherwise explicitly provided by this Trial 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.

9.2 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 Trial 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

9.3 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.

10. ANTI-BRIBERY AND ANTI-CORUPPTION COMPLIANCE

10.1. The Yandex and Yandex Group companies are committed to the highest standards of business ethics in all activities. The Yandex and Yandex Group companies expect their Partners to abide by the principles of business conduct set out in the Yandex Group Supplier Code of Conduct. A copy of the Yandex Group Supplier Code of Conduct is available in the corporate section of the Yandex portal at: https://company-docs.s3.yandex.net/procurement/docs/Supplier_Code_ENG_2021.pdf.

10.2. 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 the Trial Agreement.

Either Party may unilaterally withdraw from the Trial Agreement 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 Yandex:

For anonymous reporting: https://yandex.hotline.b1.ru

For non-anonymous reporting: stop_corruption@yandex-team.com

To notify the Partner: address indicated in the application - offer.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. 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.

11.2. 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.

11.2.1 The Parties agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the DIAC and in regard to 10.4 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.

11.3 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.

11.4 Nothing in this clause 7 shall prevent either Party from applying to a Court of competent jurisdiction for urgent interim relief.

12. PROCEDURE OF CONCLUSION, PERIOD OF VALIDITY, AND TERMINATION

12.1. The Trial Agreement becomes effective once the Partner agrees to its terms and conditions as provided in Section 12.2 of the Trial Agreement.

12.2. The Partner initiates the conclusion of the Trial Agreement with respect to the certain Distribution Pack by clicking the relevant button in the Partner Interface.

12.3. The Trial Agreement may be terminated:

12.3.1. unilaterally by either Party by another Party a prior written notice with the immediate effect upon its receipt, unless the notice indicates the termination date;

12.3.2. by signing a service agreement between the Parties;

12.3.3. six (6) months after the Trial Agreement becomes effective.

12.4. Upon termination of this Trial Agreement the obligations of the Parties related to the distribution hereto shall be terminated and the Partner shall cease distributing Yandex Products.

13. MISCELLANEOUS

13.1. Entire Agreement. This Trial 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 Trial Agreement and side letters, the statements in the body of this Trial Agreement will prevail.

13.2 Severability. If any term or provision of this Trial Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Trial 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 Trial 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.

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

13.4 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 Trial Agreement without the prior written consent of another Party. Notwithstanding the foregoing, the Yandex may assign any of its rights and obligations under this Trial Agreement, without the consent of the Partner, to its Affiliate, or in connection with any merger, consolidation or sale of all or substantially all of its assets. This Trial Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. This Trial 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 Trial Agreement.

13.5. Independent Partners. The Parties to this Trial Agreement are considered to be independent Partners. 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 Trial 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.

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

13.10. Notices. A notice sent by either Party under this Trial 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.

13.11. E-mails. The Parties have agreed that any documents under the Trial 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 Trial 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.

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

13.13 Amendments. The Partner understands and agrees that Yandex may unilaterally change the terms and conditions of the Trial Agreement. By distributing Yandex Products, Partner accepts the current version of the terms of the Trial Agreement available under https://yandex.com/legal/distribution_test_agreement. Changes to the terms of the Trial Agreement shall enter into force and become binding on the Parties from the moment of their placement at: https://yandex.com/legal/distribution_test_agreement. Yandex informs Partner of the changes of the terms of the Trial Agreement by email not later than 14 (fourteen) days before such changes enter into force.

14. ADDRESSES OF YANDEX:

14.1. Direct Cursus Technology L.L.C.

Company registration №: 1802868

Place of business: UAE, Dubai, Trade Center Second, The Offices 5, Unit No. FLR06-06.04-1

e-mail:

• Partner Interface issues – partners-distrib-support@yandex-team.com
• only outgoing e-mail of Yandex – info-noreply@support.yandex.com

14.2. RideTechnology Global FZ-LLC

License number: 101640

Place of business: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE

e-mail:

• taxi-api-support@yandex-team.com
• Partner Interface issues – partners-distrib-support@yandex-team.com
• only outgoing e-mail of Yandex – info-noreply@support.yandex.com

Date of publication: 27.03.2024.

Previous version of the document: https://yandex.com/legal/distribution_test_agreement/14022024.

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