Offer to Sign a Cooperation Agreement

Switzerland, Lucerne

The present document constitutes the offer of Yandex Europe AG (hereinafter – “Yandex”) to sign a cooperation agreement (hereinafter - “Agreement”) on the following terms and conditions.

1. TERMS USED IN THIS AGREEMENT

1.1. Offer shall mean this document located on the Internet at https://yandex.uz/legal/direct_promocode/.

1.2. Promotion is a joint marketing activity of Yandex and a Partner arranged as and when specified in this Agreement.

1.3. Partner means a person that accepted the Offer.

1.4. Client is a client of the Partner being a legal entity or an individual entrepreneur, to whom the Partner provides services and (or) sells goods and (or) with whom the Partner has legal relations other than the subject matter of this Agreement.

1.5. Advertiser is a customer requiring Yandex Services.

1.6. Promotional Code is an electronic link (a set of symbols and characters) that authorizes a Client to purchase Yandex Services on Yandex Website at a Discount.

1.7. Yandex Website means https://direct.yandex.uz and https://yandex.uz.

1.8. Yandex Service means a Yandex.Direct service Yandex renders.

1.9. Discount means additional funds provided to the balance of a Client’s advertising campaign in Yandex.Direct after the Client has cleared an invoice Yandex issued.

1.10. PC Terms mean the terms of use of Promotional Codes set forth online at https://yandex.uz/adv/actions/.

2. SUBJECT MATTER OF THE AGREEMENT

2.1. To attract a Partner’s Clients, for the Partner to extend the scope of services provided to the Clients and (or) goods sold to the Clients, and (or) to develop legal relations other than the subject matter of this Agreement as well as to attract Advertisers and to extend the scope of Yandex Services Yandex provides, the Parties have reached an agreement on mutual cooperation to be implemented in the manner and under the terms stipulated by this Agreement.

2.2. To arrange the interaction and cooperation of the Parties under the Agreement, the Partner shall perform the following actions during the Promotion period:

2.2.1. notify the Clients of the Promotion and provide Promotional Codes to the Clients with their consent;

2.2.2. post information on the Promotion on its website, which URL the Partner shall communicate to Yandex by e-mail.

2.3. To arrange the interaction and cooperation of the Parties under the Agreement, Yandex shall perform the following actions during the Promotion period:

2.3.1. post information on the Promotion on Yandex Website;

2.3.2. provide the Partner with Promotional Codes in the amount determined as per this Agreement;

2.3.3. provide Yandex Services to the Clients as per the PC Terms.

2.4. Yandex unilaterally determines, and communicates to the Partner by email, the Discount rate, the minimum value of an invoice for Yandex Services required to be granted the Discount, the duration of the Promotion, the activation period of Promotional Codes, and the number of Promotional Codes provided to the Partner.

2.5. By entering into this Agreement, the Parties will have no financial obligations to each other. This Agreement is only meant to determine the interaction of the Parties in implementing the cooperation referred to in cl. 2.1 of the Agreement. The Parties' obligations under this Agreement are estimated by the Parties at RUB 1,000 or equivalent of this amount in another currency. The Agreement is by no means intended to limit and/or eliminate competition, to violate any rights and legal interests of consumers, or to create discriminative conditions for activities of economic agents engaged in similar business. The relations between Yandex and the Client in providing Yandex Services, including payment for Yandex Services, will be governed by a separate agreement signed by and between the Client and Yandex under the terms they approve independently with no involvement and participation of the Partner.

3. RIGHTS, OBLIGATIONS, AND WARRANTIES OF THE PARTIES

3.1. Yandex undertakes to:

3.1.1. provide Yandex Services to the Clients as per the PC Terms.

3.1.2. be solely liable for the Promotion to the Clients and third parties.

3.2. The Partner undertakes to:

3.2.1. post the description of the Promotion and the PC Terms on its website, which URL the Partner shall communicate to Yandex by e-mail. Yandex shall pre-approve the description before posting it on the Partner’s website;

3.2.2. with the consent of the Client, provide a Promotional Code as per the PC Terms;

3.2.3.provide Yandex with information on the number of Clients informed of the Promotion and on the number of Promotional Codes provided to the Clients.

4. OFFER ACCEPTANCE AND EXECUTION OF THE AGREEMENT

4.1. The Advertiser accepts the offer by clicking to confirm that it has read the Offer and accepted the terms of the Offer at https://yandex.uz/promo/direct/promocody online.

5. LIABILITY, FORCE MAJEURE

5.1. The Parties will be held liable for failure to perform or improper performance of the terms of this Agreement under the current laws of Switzerland.

5.2. If the Clients or third parties file any demands / claims to the Partner regarding participation in the Promotion based on the PC Terms, Yandex shall, independently and at own expense, consider and settle such demands / claims. If the Partner incurs actual damage as a result of Yandex running the Promotion under the PC Terms, Yandex shall pay for such documented actual damage.

6. NOTICES

6.1. The Parties agree that all the notifications and notices related to the implementation of this Agreement may be mutually transferred in any way that makes it possible to unambiguously confirm the fact and time of dispatch and receipt of such notifications and notices unless otherwise stipulated by this Agreement. Other methods can also be used to exchange information rapidly, namely: e-mail, phone, and telefax without prejudice to the Parties' obligation to send a message timely in the manner described above.

7. SETTLEMENT OF DISPUTES

7.1. The Parties establish a pre-court dispute resolution procedure. A Party shall reply to a claim within seven (7) business days of receipt.

7.2. The Parties will make every effort to resolve arising disputes by means of negotiations. If it is impossible to resolve a dispute by means of negotiations within fifteen (15) business days from when a Party received the first claim, the said disputes shall be resolved in court with Lucerne being the place of jurisdiction.

7.3. The invalidity of a provision of this Agreement will not affect the validity of the other provisions of this Agreement.

8. DURATION AND MODIFICATION OF THE OFFER

8.1. The Offer becomes effective once posted online at https://yandex.uz/legal/direct_promocode/ and is valid until Yandex withdraws the Offer.

8.2. Yandex reserves the right to modify and/or withdraw the Offer at any time as it thinks fit. If Yandex modifies the Offer, such modifications shall become effective once the modified Offer has been posted online at https://yandex.uz/legal/direct_promocode/, unless any other effective date is additionally specified in such posting.

9. DURATION, AMENDMENT AND TERMINATION OF THE AGREEMENT

9.1. The Partner accepts the Offer under the terms of the Offer.

9.2. The Agreement shall become effective once the Advertiser has accepted the Offer and is valid until the Parties discharge their obligations under the Agreement.

9.3. Either Party may unilaterally repudiate the Agreement by notifying the other Party ten (10) business days before the date of termination. The notice can be sent by email.

10. DETAILS OF YANDEX:

Name: Yandex Europe AG

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

the feedback form at https://yandex.com/support/direct/troubleshooting/

Bank details:

1) CHF

ING BELGIUM, BRUSSELS, GENEVA BRANCH

Local structure account number (CHF): 1080377

IBAN (CHF) CH5708387000001080377

ING Belgium, Brussels, Geneva Branch

6, rue Petitot

P.O. Box 5613 CH-1211

Geneva 11, Switzerland

BC code: 8387 (for Swiss domestic payment)

SWIFT: BBRUCHGT

2) EUR

ING BELGIUM, BRUSSELS, GENEVA BRANCH

Local structure account number (EUR): 1180377

IBAN (EUR) CH5208387000001180377

ING Belgium, Brussels, Geneva Branch

6, rue Petitot

P.O. Box 5613 CH-1211

Geneva 11, Switzerland

BC code: 8387 (for Swiss domestic payment)

SWIFT: BBRUCHGT

Bank details for other applicable currency shall be fixed in the Invoices.

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URL: https://yandex.uz/legal/direct_promocode/

Effective Date: 24.05.2019