TERMS OF CONNECTING OF THIRD-PARTY ADVERTISING NETWORKS

Lucerne, Switzerland

Date of placement: December 01, 2022

Effective Date: December 01, 2022

This document is an offer by Yandex Europe AG, Lucerne, Switzerland, (hereinafter — «Yandex») to enter into an addendum to the Yandex Advertising Network Agreement on the terms set forth herein.

1. TERMS AND DEFINITIONS

1.1. For the purposes hereof, the following terms shall have the following meaning:

“Agreement” means Yandex Advertising Network Agreement concluded between Yandex and the Partner on the terms of the Offer.

“Offer” means the document “Yandex Advertising Network Terms of Offer” placed on the Internet at https://yandex.com/legal/yan_service_offer including all the documents referred to in this document.

“Rules of participation” means the document “Rules of participation in Yandex Advertising Network” available on the following Yandex site: https://yandex.com/legal/partner_ch, including all the documents referred to in this document.

“Addendum” means an additional agreement to the Agreement, constituting its integral part, with subject matter of provision by the Partner of the Services stipulated in these Terms, entered into in accordance with Clause 3.1. hereof.

“Terms” means this document published at: https://yandex.com/legal/simple_mediation.

“Partner” means i) a natural person/individual or ii) a legal entity who has entered into the Yandex Advertising Network Agreement in accordance with the Offer.

“Partner Interface” means software interface designed for (including, but not limited to) remote interaction of the Parties in order to fulfill the Agreement, exchange information and transmit notifications between the Parties. The definition of the “Partner Interface” as well as terms and conditions of its access are stipulated in the preamble and Clause 3.4 of the Offer.

“Third-party advertising network”, “Advertising network” means a legal entity which has entered in an agreement with Yandex for advertising distribution through Yandex Advertising Network.

“Mediation” means software and hardware tools which provides for the possibility to place Third-party advertising networks’ advertising code of on the Partner’s Resources and manage the settings and parameters of such placement through the functionality of the Partner Interface.

“Advertisements” means advertising materials in any format that may include text, images, video, audio, other types of media files, interactive elements, code, hyperlinks, or any combination thereof provided for placement by Third-party advertising network with whom Yandex has the appropriate agreements.

Terms not defined in Clause 1.1 hereof may also be used in the Terms. In this case, such terms shall be interpreted in accordance with the text of the Agreement concluded by the Parties on the terms of the document "Yandex Advertising Network Terms of Offer" published at: https://yandex.com/legal/yan_service_offer. In the absence of an unambiguous interpretation of a definition in the text of the Agreement, one should be guided by: in the first place - by the interpretation of the definition as specified by the applicable legislation, in the absence of such a definition in the applicable legislation - by the interpretation of the definition available on the relevant thematic section of the website https://www.yandex.сom (including https://yandex.com/support), and in the absence of such a definition on such section of the website - by the interpretation of the definition that is generally accepted on the Internet.

2. SUBJECT MATTER OF THE ADDENDUM

2.1. Under this Addendum the Partner agrees to render to Yandex the services related to the placement of Advertisements on Advertising Spaces (hereinafter referred to as the "Additional Services"). In particular, the Partner shall:

2.1.1. install the Ad Code, including the Ad Code of Third-party advertising networks, on the Partner Resources;

2.1.2. ensure the operability and correct hardware and software interaction of Ad Code with the Yandex System, Mediation, including interaction via API;

2.1.3. if applicable, configures and supports the performance of the Partner System, and performs all actions necessary for technical integration and correct software and hardware interaction between the Partner System and Yandex System and (if applicable) Third-party advertising network, and also Mediation;

2.1.4. ensure the display of Advertisements provided by Third-party advertising network on the Advertising spaces in compliance with the requirements set forth in the Agreement.

3. CONDITIONS AND PROCEDURE FOR FULFILLMENT OF THE ADDENDUM

3.1. These Terms shall be deemed accepted after cumulative fulfillment of the following conditions:

3.1.1. the Partner has accepted the Terms by checking the box "I have read and agree to the Terms of connecting of Third-party advertising networks” (or similar) in the corresponding form in the Partner Interface or on the webpage at https://ads.yandex.com/easy/form_en;

3.1.2. corresponding Partner Resources have been verified (moderated) by Yandex for compliance with the requirements of the Offer and the Rules of participation and have been approved for the purpose of execution of the Agreement by the Partner, of which the Partner is notified through the Partner Interface. Yandex has the right (but not obligation) to re-verify (moderate) the Partner Resources at any time at its sole discretion. Yandex shall be entitled not to perform the verification (moderation) of the Partner Resources when such verification has been already performed at the moment of conclusion of the Agreement or before the Partner accepts these Terms;

3.1.3. there is a valid Agreement entered between Yandex and the Partner;

3.1.4. Test Period under the Agreement (if applicable) completed.

3.2. Yandex shall be entitled to refuse entering into the Addendum in the cases stipulated by Clause 3.2 of the Agreement, as well as in the following cases:

3.2.1. the Partner Resources do not meet the requirements of the Agreement;

3.2.2. there is no valid Agreement between Yandex and the Partner;

3.2.3. Partner Resources do not meet the requirements of the Third-party advertising networks;

3.2.4. Test Period under the Agreement is not completed.

3.3. the Partner represents and warrants that:

3.3.1. the Partner has read the terms, rules and policies of the Third-party advertising networks, a list of which can be found on the webpage at: https://yandex.com/support/partner/inapp/adsources-offers.html, and undertakes to check from time to time amendments to them and ensure that the Partner Resources and System comply with such terms, rules and policies;

3.3.2. the Partner is duly authorized to enter into this Addendum according to these Terms and shall provide Yandex with the corresponding confirmation at any time at Yandex’s request.

4. REMUNERATION AND SETTLEMENT PROCEDURE

4.1. For the provision of the Additional Services hereunder Yandex shall pay a remuneration to the Partner. Within ten (10) business days after the last day of each Reporting Period Yandex shall send to the Partner by e-mail according to the Clause 4.1 of the Agreement an additional Electronic report that states the amount of remuneration to be paid to the Partner for the provision of the Additional Service. The amount of such remuneration is determined in accordance with Yandex Statistical data calculated in accordance with statistical data of the Third-party advertising networks.

4.2. Remuneration received from the Advertising network and payable to the Partner shall be transferred in the currency selected by the Partner when registering at https://partner.yandex.com and defined in accordance with the Yandex rules. Yandex’s obligation to pay the remuneration to the Partner shall be considered fulfilled from the moment of debiting the Yandex’s bank account. Payment is made by transferring the corresponding amount to the details specified by the Partner in the Partner Interface.

4.3. Yandex shall remunerate the Partner, provided that the total amount of remuneration payable for the Additional Services provided by the Partner in the Reporting Period is 100 EUR or 150 USD (depending on the currency of payment chosen by the Partner).

The remuneration which does not exceed the thresholds stated above shall be accrued and paid in the next Reporting Period, in which the total cost for the Additional Services provided by the Partner reaches the amounts specified above.

For the purposes of paying Partner's remuneration according to the additional Electronic report, only the cost of Additional Services is taken into account; the cost of Additional Services is not taken into account when calculating the total cost of Services in accordance with clause 4.5 of the Agreement.

4.4. Remuneration for Additional Services shall be paid by Yandex in the manner, within the time limits and on the terms defined in the Agreement for calculation and payment of remuneration for Services that do not contradict these Terms.

4.5. Any taxes, fees and other levies or mandatory payments stipulated by legislation applicable to the Partner shall be paid at his own expense. The amount of remuneration hereunder should not change.

4.6. The term of payment of the renumeration for the Additional Services may be extended by Yandex for the period of corresponding money transfer by the Advertising network without any prior notification to the Partner.

5. RESPONSIBILITY AND LIMITATION OF LIABILITY

5.1. Under no circumstances Yandex shall be liable before the Partner for Advertisements with moderation performed according to the rules and policies of the Third-party advertising networks, neither shall have any control over their content.

5.2. The Partner shall independently and at its own expense consider all the claims and resolve disputes related to the placement on the Partner Resources of Advertisements with moderation performed according to the rules and policies of the Third-party advertising networks.

5.3. Yandex shall not be obliged to reimburse any losses, damages and any other expenses the Partner may incur as a result of placing on the Partner Resources of Advertisements with moderation performed according to the rules and policies of the Third-party advertising networks.

5.4. Clauses 3.8.1. and 6.2. of the Agreement shall not be applicable to the placement on the Partner Resources of Advertisements with moderation performed according to the rules and policies of the Third-party advertising network.

5.5. Under no circumstances Yandex shall be liable before the Partner for a delay in payment of remuneration for Additional Services if such a delay occurred on the side of the Advertising Network. In case of non-receipt of remuneration from the Advertising network for the Reporting Period when the Advertisement was placed by the Partner, the period for payment determined in Section 4 hereof may be extended proportionally. In case of delay of payment by the Advertising network for more than four (4) months in a row, Yandex shall be entitled (but not obliged) to transfer to the Partner the right to demand payment directly from the relevant Advertising network. Yandex undertakes to assist the Partner in resolving such dispute.

5.6. The Partner hereby acknowledges and agrees that that it will not be paid the remuneration for the Additional Services for the Reporting Period, and Yandex shall be entitled to review the amount of remuneration in the current Reporting Period, as well as in unlimited number of previous Reporting Periods in which Fraud or any other non-compliance of the Partner Recourses with policies of a Third-party advertising network were detected by Yandex or the Advertising network.

6. TERM AND AMENDMENT OF THE ADDENDUM

6.1. The Terms become effective on the date specified in the "Effective Date" above and remain in effect until revoked by Yandex.

6.2. Yandex reserves the right at any time at its sole discretion to amend or supplement the Terms and/or revoke them. In case of changes to the Terms, such changes shall become effective upon publishing of the amended text on the Internet at the address, specified in Clause 1.1 hereof, if different effective date for such amendments is not defined at such publication.

6.3. The Partner acknowledges and agrees that amendments made to the Terms will result in corresponding amendments to the Addendum, and such amendments to the Addendum will take effect all at the same time with the amendments to the Terms.

6.4. If the Partner disagree with the amendments made by Yandex to the Terms, the Partner has the right to terminate the Addendum in accordance with the Agreement.

6.5. The Addendum shall become effective upon acceptance of the Terms in accordance with Clause 3.1. hereof and shall remain in effect until terminated as provided by the Agreement, and/or the Offer, and/or in accordance with the terms hereof, and/or applicable law. For the avoidance of doubt, termination of the Agreement results in automatically termination of the Addendum.

6.6. The Addendum is subject to immediate termination by sending a written notice by Yandex (including by e-mail) to the Partner if the Partner violates any provision of terms, rules and policies of Third-party advertising networks or at the request of an Advertising network.

6.7. The Addendum may be terminated by the either Party following a written notice to the other Party (including by e-mail) not later than within five (5) business days prior the termination date.

Termination of the Addendum shall not entail automatically termination of the Agreement which continues in full force on the terms and conditions of the Offer.

7. MISCELLANEOUS

7.1. The provisions of the Agreement not inconsistent with the Terms shall apply to the Parties' relations hereunder.

7.2. The Addendum constitutes an integral part of the Agreement.

8. YANDEX DETAILS

Name: Yandex Europe AG

Location: Werftestrasse 4, CityBay Business Center, CH – 6005 Lucerne

Сontact form: https://yandex.com/support/partner/support.html