Agreement for Product Offer Placement and Provision of the Contract Execution and/or Pre-booking Service Functionality for Goods supplied from abroad

Contents

1. Terms and Definitions

“Yandex Market”, “Yandex Market Marketplace” (Service) means all websites (including, but not limited to, those on the Internet at: http://market.yandex.ru, as well as subsections of the specified marketplace, including application programs (including programs for mobile devices) of the Contractor or its affiliates providing access to the Yandex Market database.

“Yandex Market Database” means an information and reference system containing information about Goods, Digital Content Products intended for potential buyers (consumers) of goods.

“Personal Account” means software interface of interaction between the Customer and the Yandex Market system which contains information about the Customer, statistics and other information on the Services, as well as provides a capability of remote interaction between the Parties under the agreement. Personal Account shall be available to the Customer after authorization using the Customer’s login and password at the Yandex website, through application programs (including those for mobile devices), or API.

“Statistics” means data of the Contractor’s automated accounting system which in particular may contain data regarding the Services rendered as well as other data related to the Agreement presented in electronic form.

“Agreement” means this agreement executed by and between the Contractor and the Customer pursuant to the procedure provided for in Clause 2.6 of the Agreement available on the Internet at: https://yandex.ru/legal/market_agreement_crossborder (English version : https://yandex.ru/legal/market_agreement_crossborder_eng ).

“Carrier” — a legal entity/individual entrepreneur who has entered into an agreement with the Contractor for the provision of freight forwarding services/transportation agreement/other agreement, the subject of which involves the provision of services for the transportation of the Customer’s Goods.

“Customer” means an individual entrepreneur or a legal entity registered and established outside the Russian Federation that sent the Contractor an offer to execute this Agreement pursuant to the procedure and under the terms provided for in Clause. 2.6 of the Agreement, and that carries out activities on remote sale of goods to consumers / on rendering services in the form of providing Users with the Digital Content Products or access thereto / on providing Users with the right of access to the Digital Content Products.

“Contractor” means Yandex Market LLC (119021, Moscow, ext. ter., Khamovniki municipal district, Timur Frunze str., 11, room 2, INN (Taxpayer Identification Number) 9704254424).

“Product Page” means a set of information about the Goods offered for sale on the Service, Digital Content Product available for Ordering on the Service, containing, among other things, the Content, as well as other information about the Goods/Digital Content Product, its modifications, characteristics, and configuration. Product Page contains information about the Goods which the consumers must be made aware of under the legislation governing consumer right protection. Product Page represents a visual representation of the Customer’s Product Offer; the Product Offer found on the Product Page at any particular moment is determined in accordance with the rules established by the Contractor.

“Content” means any intellectual property items in particular those on the Product Page and/or in the Product Offers, including, but not limited to, descriptions of the Goods/Digital Content Products, images, including 3D images, and videos of the Goods/Digital Content Products.

“Customer Account Number” means a unique identifier of the Customer which is used for unified aggregate accounting of the Services rendered by Yandex, information about payments for the Services and the Customer’s debt in connection with the rendered but unpaid Services under the Agreement. The Customer Account is of technological nature and does not have the status of a settlement or a bank account. The Customer shall be assigned two Customer Account Numbers which shall be indicated in the Certificates issued in accordance with Clause 3.1 hereof.

“Consignor” means, within the framework of the Yandex Market Marketplace Services, a person that actually transfers the Goods/Consignment to the Contractor/Carrier/Warehouse Operator. The Customer may act as the Consignor; other persons engaged by the Customer to provide services on collection and transportation of Goods/Consignments and subsequent transfer thereof to the Contractor/Carrier/Warehouse Operator may also act as the Consignor.

“Consignment” means the Goods or a set of Goods duly assembled and prepared by the Customer or the Contractor on the basis of the Customer’s order for further delivery to the Consumer. Title to the Goods or a set of Goods assembled as the Consignment shall not transfer from the Customer to the Contractor either during delivery thereof to the Consumer or at any other moment during the term hereof.

“Reporting Period” means a calendar month.

“Payment by Installments” means User’s payment for the Goods and/or Digital Content Products by installments in accordance with Yandex Split Terms of Use (https://yandex.ru/legal/yandex_split) and/or the terms of a payment procedure agreement or other agreement similar in meaning executed with the Customer.

“User” means an individual using the Service and making Orders on the Service in accordance with the terms and conditions of Yandex Market Terms of Use posted at: https://yandex.ru/legal/market_termsofuse.

“Logistics Partners’ Services Terms and conditions” — agreement between the Customer and the Carrier, published at the link https://yandex.ru/legal/crossboard_3pl ( English version: https://yandex.ru/legal/crossboard_3pl_eng)

“Consumer” means a natural person who purchases Goods from the Customer on a remote basis by placing an order for the Goods in the Customer’s Store on the Service and/or placing an Order for the Digital Content Products on the Service.

“Payment system” means a legal entity that (a), within the framework of the agreement concluded with the Customer (further – Agreement with the Payment system) provides the Customer with the payment details specified by the Customer in the Personal account, (b) has technical integration with the Contractor, according to which the Contractor transmits the information necessary to the Payment system for crediting funds to the Customer’s account, opened on the basis of the Agreement with the Payment system for the purpose of fulfilling the Contractor’s obligation to transfer funds accepted by the Contractor from Consumers within the framework of the Order, as well as (c) is indicated as available method for involvement in settlements under the Agreement upon registration on the Services or in the Customer’s Personal account.

“Parties” means the Contractor and the Customer. The Contractor and the Customer shall individually be referred to as a “Party”.

“Goods” (or “Product”) means goods (objects of the tangible world) which are the subject of a sale and purchase agreements (SPA) executed by and between the Customer and the Consumer. The Customer shall be the owner and seller of the Goods. Any and all relationships connected with the purchase and sale of Goods on the Service arise directly between the Customer and the Consumer. The Contractor shall be neither the seller of the Goods nor the person authorized by the Customer to accept and satisfy the claims of the Consumers in respect of the Goods of improper quality. At the same time, to the extent provided for in the Agreement, the Customer may entrust the Contractor to perform certain actions related to acceptance and satisfaction of the Consumers’ claims in respect of the Goods on behalf and at the expense of the Customer.

“Digital Content Products” means information and products provided in digital (electronic) form and consumed using digital (electronic) devices. Digital content products include computer programs, intellectual property, activation codes, electronic certificates and other digital products available for Ordering on the Service provided by the Contractor in digital (electronic) form in the User’s personal account on the Service and/or to the User’s e-mail specified when placing the Order; use thereof ensures the User or the ultimate recipient of the Order the right to use the subscription, computer program, intellectual property, get access to the service under the terms provided for by the Customer/any persons specified by the Customer, etc.

“Product Offer” means an offer of the Customer’s Goods (the Customer’s offer to execute a SPA for the Goods) / Digital Content Product (the Customer’s offer to execute a SPA / Service Agreement / License Agreement / other agreement determined by the Customer) addressed to the Users, provided by the Customer to the Contractor in accordance with the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad and/or the Yandex Market Service Terms and Conditions, posted on the Service.

“Smart Offer” - additional functionality of the Service that allows analyzing the purchasing activity, popularity and/or seasonality of the Customer's Product Offers, a logistics component, if applicable, the purpose of which is to facilitate an increase in the Customer's income level as a result of the sale of the Customer's Products. The Customer is given the opportunity to refuse additional functionality using methods available on the Service.

“Services” means Yandex Market Marketplace services, Yandex Market Services, Yandex Market Promotion Services, services on providing a unique link to the Customer’s page on Yandex Market for external advertising, Services on Joining Loyalty Program

“Yandex Market Services” means services rendered under the terms available at https://yandex.ru/legal/cpa_service_agreement, and including:

Services on placement on the Service of the Customer’s Product Offers in respect of the Customer’s Goods and on provision to the Customer of the functionality enabling the User to execute SPAs and agreements on delivery of the Customer’s Goods represented on the Service (description and terms of rendering these services are given in Schedule 1 to the Yandex Market Service Terms and Conditions);
Services on information support in connection with consideration of the Users’ claims and provision of arbitration proceedings (description and terms of these services are given in Schedule 3 to the Yandex Market Service Terms and Conditions), as well as provision of additional functionality “Smart Offer” on the Service;
Services on placement on the Service of the Customer’s Product Offers in respect of the Customer’s Digital Content Products and on provision to the Customer of the functionality enabling the User to agreements in respect of the Customer’s Digital Content Products represented on the Service (description and terms of rendering these services are given in Schedule 5 to the Yandex Market Service Terms and Conditions);
Services on organizing the Users’ ability to pay in installments (description and terms of these services are given in Schedule 2.1 to the Yandex Market Service Terms and Conditions).

“Yandex Market Marketplace Services” means services provided on the terms published at the link https://yandex.ru/legal/marketplace_crossboard_terms, and including:

services for placing the Customer's Product Offers and providing the Customer with functionality that allows the User to conclude a purchase and sale agreement for the Customer's Goods on the Service (the description and terms of these services are given in Schedule No. 1 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad), as well as additional Service functionality "A smart suggestion";
services for the delivery of Goods to Consumers (a description and conditions for the provision of these services are given in Schedules 1.1, 1.2, 3 and 5 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad);
delivery services (a description and terms of these services are provided in Schedule No. 3 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad).
the service of organizing Payment in installments for Users (the description and terms of these services are given in Schedule No. 4.2 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad).

“Yandex Market Promotion Services” means services rendered in accordance with the terms and conditions available at: https://yandex.ru/legal/cpa_promo_agreement, and including promotion on Yandex Market of the Customer’s Product Offer marked as “Buy”, “To Cart” or connected with any other similar button and in respect of which (i.e. Product Offer) an opportunity to place an Order on Yandex Market is provided.

Points redemption conditions do not apply

“Services on Joining Loyalty Program” means the marketing services aimed at organization of accrual of points to the Program Participants in connection with their Purchases on the Service in order to increase the number of the Customer’s buyers, increase the buyers’ purchasing activity in respect of the Customer’s Goods/Digital Content Products, rendered under the terms and conditions available at: https://yandex.ru/legal/market_loyalty .

“In-transit Warehouse(-s)” means, within the framework of the Yandex Market Marketplace Services, any premises owned and used by the Subcontractor and intended for consolidation of Goods and their further delivery by the Contractor to the corresponding Warehouse. The location and other characteristics of the In-transit Warehouses are specified in the Table “List of Warehouses and Warehouse Operators” posted at: https://yandex.ru/legal/marketplace_services_warehouses.

“Services on providing a unique link to the Customer’s page on Yandex Market for external advertising” means services that include provision of a unique link by the Contractor to the Customer in the Personal Account that leads to the page describing the Customer’s Goods on the Service for its inclusion by the Customer in the promotional materials on the external advertising platforms.

“Warehouse(-s)” means, within the framework of the Yandex Market Marketplace Services, any premises intended for storage of Goods owned and used by the Warehouse Operator on legal grounds where the Goods are stored and serviced. The location and other characteristics of the Warehouses are specified in the Table “List of Warehouses and Warehouse Operators” posted at: https://yandex.ru/legal/marketplace_services_warehouses.

“Warehouse Operator” means, within the framework of the Yandex Market Marketplace Services, the Contractor and/or an organization that carries out activities on storage and warehousing in relation to the Goods at the Warehouse, engaged by the Contractor to provide the Customer with the services.

“Subcontractor(-s)” means, within the framework of the Yandex Market Marketplace Services, the persons engaged by the Contractor to fulfill its obligations to the Customer under the Agreement, including the Warehouse Operator and/or the Carrier.

Ultima Yandex Market — a section of the Service providing the User with the ability to place an order for a selective (chosen) assortment of Products and the Delivery of such Products.

Ultima Yandex Market Product — A Product from the Ultima Yandex Market Service section, marked as Ultima and meeting the criteria published at: https://yandex.ru/support2/marketplace/ru/marketing/ultima.

This Agreement (including any Schedules hereto) may contain terms not defined in this section of the Agreement. In this case, such terms shall be interpreted in accordance with the text of the Agreement (including any Schedules hereto). If there isn’t any unambiguous interpretation of the term in the text of the Agreement, the interpretation of the term shall be guided by: first of all, the legislation of the Russian Federation, secondly, the interpretation of the term established (commonly used) on the Internet.

2. Subject Matter and Obligations of the Parties

2.1. Under this Agreement the Contractor undertakes (for a certain fee) to render Services to the Customer, and the Customer undertakes to accept and pay for the Services in accordance with the terms and conditions of the Agreement, including Schedules hereto.

The procedure governing the Parties’ compliance with the terms hereof, as well as the relevant obligations of the Parties are described in the Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement), Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad (https://yandex.ru/legal/marketplace_crossboard_terms), Yandex Market Promotion Terms and Conditions (https://yandex.ru/legal/vendor_terms), Terms and Conditions of Services on Joining Loyalty Program (https://yandex.ru/legal/market_loyalty), Terms and Conditions for providing a Discount on the Service for Product Offers Placement from abroad and Bonuses (https://yandex.ru/legal/settlement_crossborder, English version: https://yandex.ru/legal/settlement_crossborder_eng). Schedules No.6 and No.6.1 in the Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement) under this Agreement do not apply.

2.2. In accordance with the terms of Schedule 2 to the Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement ), Schedules 4, 4.1 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad (https://yandex.ru/legal/marketplace_crossboard_terms), the Contractor shall (for a certain fee) perform (on its own behalf and at the Customer’s expense) actual activities connected with:

2.2.1. Receipt of non-cash payments made by Consumers in favor of the Customer as payment for the Customer’s Goods and Digital Content Products included in the Orders placed on the Service, and delivery thereof (if applicable).

2.2.2. Transfer of the funds refunded by the Customer to the Consumer in case of the Consumer’s withdrawal from the Goods SPA, return of the Goods, failure to provide the User with the Digital Content Product, as well as in other cases stipulated by the Agreement.

2.3. The Contractor shall have the right to engage third parties for the purposes of fulfillment of its obligations under the Agreement (in particular for fulfillment of the Assignment), and it shall be held liable for their actions to the Customer.

2.4. If the Consumers on the Service have access to the functionality ensuring their ability to pay for the Goods in installments by instructing a third party (Attorney) to conclude a SPA for the Goods and/or a Service Agreement / License Agreement / other agreement (in respect of Digital Content Products) with the Customer (on behalf and at the expense of the Consumer) and pay for the Goods, the Contractor shall be entitled to accept the payments provided for in sub-clause 2.2.1 of the Agreement from the Attorney acting as the Consumer’s representative on behalf of the Consumer.

The Contractor’s right provided for in this clause of the Agreement shall arise only if the Consumer enters into an engagement agreement under the terms and conditions set forth in the document available at: https://yandex.ru/legal/yandex_split. The fact of the engagement agreement being executed by and between the Consumer and the Attorney shall be considered as confirmation of the Attorney’s authority to act on behalf and at the expense of the Consumer.

2.5. If the Service provides the Consumers with access to the functionality specified in Clause 2.4 of the Agreement, the Contractor shall transfer to the Attorney the funds intended for refund in accordance with sub-clause 2.2.2 of the Agreement.

The Contractor’s right under this Clause of the Agreement shall arise only if the Consumer enters into an engagement agreement under the terms and conditions set forth in the document available at: https://yandex.ru/legal/yandex_split, under which the Consumer assigns to the Attorney all claims for refund of the cost of the Goods (in whole or in part) and/or of the cost of delivery, if such claims arise as a result of the Consumer’s withdrawal from the SPA for the Goods, return of the Goods, failure to provide the User with the Digital Content Product, as well as in other cases provided for in the Agreement. And any other claims that may arise as a result of the Consumer’s withdrawal from the SPA for the Goods, return of the Goods, failure to provide the User with the Digital Content Product, as well as in other cases stipulated by the Agreement, shall not be subject to assignment.

The Contractor’s right provided for in this clause of the Agreement shall arise from the moment of transfer to the Attorney of the right of claim for refund of the cost of the Goods (in whole or in part) and/or the cost of delivery.

2.6. Execution Procedure.

The Contractor’s offer to execute the Agreement which may be sent to the Customer upon consideration of its application for placement on the Service shall serve as grounds for execution hereof.

2.6.1. Having received the above offer, the Customer shall initiate execution of the Agreement in the Personal Account by filling in the application as per the form provided by the Contractor in the Personal Account (if it is technically possible).

The fact that the Customer filled in the application in accordance with the form provided by the Contractor in the Personal Account and clicked “Send application” or other similar button in the Personal Account accompanied by a warning about the need to read and accept the terms and conditions of the Agreement shall be considered as sending by the Customer sending to the Contractor of an irrevocable offer to execute the Agreement on the terms and conditions posted on the Internet at: https://yandex.ru/legal/market_agreement_crossborder.

The Contractor shall notify the Customer of acceptance of the offer or of refusal to accept the same by sending a relevant notice to the email address specified by the Customer in the Personal Account. The specified notice shall be sent to the Customer within seven (7) business days from the date of receipt by the Contractor of the Customer’s application in case the Customer properly fills in the application in the Personal Account and if there is no need for the information to be clarified or for the changes in the application to be made by the Customer.

The Agreement shall be deemed concluded by the Parties on the date the Contractor sends to the Customer a notice of acceptance of the offer application via the email address specified in the Personal Account and publication of the relevant information in the Personal Account. The specified notification is recognized as acceptance of the Customer's offer by the Contractor.

Transactions made by the Parties through actions in the Personal Account are recognized as made in a simple written form using a simple electronic signature. All actions of the Customer in the Personal Account during the period during which the Customer is successfully authenticated in the Personal Account have legal significance.

2.6.2. A prerequisite for the execution and performance of the Agreement by the Parties shall be the Parties’ compliance with the requirements of the following documents:

Privacy Policy, published at the link: https://yandex.ru/legal/confidential;
Yandex Market General Terms and Conditions of Service posted at: https://yandex.ru/legal/market_termsofuse;
Requirements to the Promotional Materials posted at: https://yandex.ru/legal/market_adv_rules ;
User Agreement posted at: https://yandex.ru/legal/rules ;
Yandex Market Terms of Use posted at: https://yandex.ru/legal/market_termsofuse ;
Terms and Conditions for providing a Discount on the Service for Product Offers Placement from abroad and Bonuses posted at: https://yandex.ru/legal/settlement_crossborder, English version: https://yandex.ru/legal/settlement_crossborder_eng;
As regards orders for the Yandex Market Services: Yandex Market Service Terms and Conditions posted at: https://yandex.ru/legal/cpa_service_agreement except Schedules No.6 and 6.1 in the Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement) ;
As regards orders for the Yandex Market Services: Requirements to the Partners Ordering Yandex Market Services posted at: https://yandex.ru/legal/cpa_partners_requirements ;
As regards orders for the Yandex Market Marketplace Services: Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad posted at: https://yandex.ru/legal/marketplace_crossboard_terms;
User Agreement for the Yandex.Market Analytics available at: https://yandex.ru/legal/yandex_market_analytics_forshops , if the Customer accesses and uses the Yandex.Market Analytics functionality through the Customer’s Personal Account or using the Customer’s login and password to access the Customer’s Personal Account.

As regards orders for the Yandex Market Marketplace Services:

Requirements to the Product Offers, Format and Method of Data Transfer posted at: https://yandex.ru/legal/marketplace_offer_requirements .

2.7. Upon execution this Agreement shall be assigned a number which will be displayed in Personal Account or communicated to the Customer by sending it to the Customer’s e-mail address specified in the Personal Account.

2.8. When submitting the offer, the Customer shall select the Services to be ordered via the Personal Account in accordance with the available functionality of the Personal Account. It may not be possible to order Yandex Market Services and Yandex Market Marketplace Services, Yandex Market Marketplace Services for Business simultaneously under one Agreement.

The Customer shall choose the Services and the Customer’s model of operation under the Agreement on its own, and shall notify the Contractor thereof via the Personal Account.

2.9. If the Customer orders the Yandex Market Marketplace Services, they choose one or more services under this Agreement, available for Goods delivered from abroad, related to the delivery of Goods to Consumers under the Agreement, namely related to the delivery of the Goods to the Consumers under the Agreement, namely: delivery organization services (Schedule 3 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad), at the same time services on placement of the Customer’s Product Offers and providing the Customer with the functionality enabling the User to execute a SPA for the Customer’s Goods represented on the Service (Schedule 1 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad), as well as fulfillment of the Assignment in accordance with Schedule 4, Schedule 4.1 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad shall be performed by the Contractor regardless of the type of services selected by the Customer in accordance with this clause.

2.10. If the Customer orders the Yandex Market Marketplace Services and chooses the delivery organization service (Schedule 3 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad), the service of placing the Customer’s Product Offers and providing the Customer with the functionality enabling the User to execute a SPA for the Customer’s Goods represented on the Service (Schedule 1 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad), as well as fulfillment of the Assignment in accordance with Schedule 4 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad shall be provided from the date of commencement of services determined in accordance with Clause 3 of Schedule 3 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad.

2.11. If the Customer orders the Yandex Market Marketplace Services, the Customer shall ensure that the Contractor’s Warehouses have in stock proper quality Goods accepted by the Contractor for storage and complying with the requirements to the shelf life (service life) of the Goods established by the Agreement or Schedules to the Agreement.

2.12. When ordering the Services, the Customer shall not have the right to create more than one store within each of the models under the Agreement, unless the Customer carries out sales from different Customer's Warehouses. When ordering the Services, the Customer shall not be entitled to create more than one business account with similar stores with duplicate Product Offers. In this case, before creating a new store, the Customer must receive confirmation of the possibility of creating another store from the Contractor by sending a request to the email address of the authorized representative of the Contractor.

2.12.1. The Contractor shall have the right to refuse, at its own discretion, to register an additional store that provides information on Product Offers in respect of the Goods offered in several stores and allows assuming affiliation, interchangeability or other close relationship between them, or shall be entitled to group the overlapping range so that to hide the duplicate Product Offers of such stores.

The Contractor shall decide to hide, reject or terminate placement of duplicate Product Offers, at its sole discretion, based on the information available to it.

The Customer’s stores on the Service may be considered alike regardless of their differences in the range, design, prices, structure and the fact that they are registered on the Service on behalf of different persons.

Product Offers of similar stores related to the one and the same product, including both Product Offers identical in description, and those having differences in certain characteristics (modifications) of the same product, shall be deemed duplicate.

Without diminishing the above, the Product Offers of two or more stores may be recognized as not duplicate if the Customer can confirm that the stores registered by the Customer on the Service carry out independent and unrelated activities, in particular by providing certificates for trademarks (service marks) under which such stores operate.

2.12.2. In case several stores of the Customer are registered in the Personal Account, and if its technically feasible within the Personal Account, the Customer shall have the right to apply certain settings and/or order certain Services and/or perform other actions in respect of several or all stores of the Customer simultaneously depending on the functionality of the Personal Account. Unless otherwise provided for by the functionality of the Personal Account, the said actions may be performed only using the login and password of the Customer’s primary representative (business account administrator or business account owner as defined in the document available at: https://yandex.ru/support/marketplace/tools/users/roles.html).

At the same time, if the Personal Account used by the Customer under the Agreement is simultaneously accessed by other person/persons authorized by the Customer in order to receive the services provided for herein https://yandex.ru/legal/market_agreement_crossborder, the actions specified in paragraph 1 of this sub-clause 2.12.2 of the Agreement and performed by the Customer simultaneously with respect to several or all of the stores shall also apply to the stores registered by such other person/persons. By performing the actions referred to in paragraph 1 of this sub-clause 2.12.2 of the Agreement, the Customer confirms that they received an instruction or other express consent from such other person(s) to perform such actions in respect of the stores registered by such other person(s).

In their turn, such other person(s), being also the Customer(s) within the meaning of this Agreement, in case the other Customer performs the actions specified in paragraph 1 of this sub-clause 2.12.2 of the Agreement, shall confirm their consent to such actions. In case of disagreement, such other person/persons shall immediately cancel the actions performed by the other Customer in the Personal Account, or shall notify the Contractor of their disagreement with the actions of the other Customer by sending a notice to the Contractor’s email address specified in Section 11 of the Agreement.

2.13. Services on providing a unique link to the Customer’s page on Yandex Market for external advertising include provision of a unique link by the Contractor to the Customer in the Personal Account that leads to the page describing the Customer’s Goods on the Service for its inclusion by the Customer in the promotional materials on the external advertising platforms.

The Customer shall copy the link and insert it into the promotional materials distributed by the Customer on external advertising platforms.

The Customer shall prepare and place the promotional materials using its own resources, and shall be solely liable for compliance of the distributed promotional materials containing the unique link included in them with the requirements of the applicable legislation.

If the fact that the Customer included a unique link provided by the Contractor in the Personal Account has served as grounds for claims, actions against the Contractor and/or orders for penalty payments delivered by the government agencies and/or any third parties (including the Rightholders and Consumers), the Customer shall immediately, at the request of the Contractor, provide the latter with all the required information (documents), assist the Contractor in settlement of such claims and suits as well as indemnify the Contractor for any documented losses (including court fees, penalty amounts) inflicted on the Contractor as a result of the said claims, actions, orders related to any third-party rights infringement and/or violation of the effective legislation of the Russian Federation.

2.14. The Contractor reserves the right to determine the conditions for displaying Product Offers on the Service and the conditions for ordering Goods by the Consumer. The Customer may get detailed criteria for determining the above conditions by sending a request to the Contractor’s e-mail address specified in Section 11 of the Agreement.

3. Service Acceptance Procedure

3.1. At the end of the Reporting Period, the Contractor shall prepare a unilateral Certificate of Services Rendered and Assignment Fulfilled (hereinafter referred to as the “Certificate”), an Assignment Fulfillment Report and Report on Set-off of Mutual Claims (hereinafter referred to as the “Report”) in Russian and English and send them to the Customer within 10 (10) business days from the end of the Reporting Period. In case of discrepancies between the Russian and English versions of reporting documents, the text in Russian shall prevail. The Customer shall have an opportunity to generate a detailed report on statistical data (including information on the Goods and Digital Content Products sold by the Customer, their cost, date of delivery to the User, amounts paid by the Consumers on the Service to the Customer for the respective Goods/Digital Content Products) in the Personal Account (not subject to sending by e-mail and mail).

The Act and the Report shall be sent to the Contractor by the Customer by mail with a copy of the relevant documents being concurrently sent by email pursuant to the procedure described in Section 5 hereof.

The Parties acknowledge that a copy of the Certificate and the Report sent by the Contractor to the Customer by email shall be used by the Customer in the process of acceptance of the Services and obligations under the fulfilled Assignment before the original copy of the specified document is received.

The business day following the date of sending shall be deemed the date of receipt of the copy of the Certificate and the Report sent by the Contractor to the Customer by e-mail.

The Parties have agreed that the Services shall be considered to be properly provided by the Contractor and accepted by the Customer in compliance with the scope specified in the Certificate, and the Assignment (Clause 2.2 of the Agreement) shall be considered as fulfilled by the Contractor in due manner and accepted by the Customer in accordance with the scope specified in the Certificate and the Report, if within thirteen (13) calendar days after the end of the Reporting Period the Customer has not received from the Contractor any reasoned written objections. Upon expiration of the above period, any claims regarding defects of the Service and Assignment, including their amount (scope), cost and quality, shall not be accepted.

3.2. If the Contractor, using its own resources, detects cases that may lead to the situation when the Customer receives reasoned written objections regarding the cost of the Services and/or the amount of remuneration upon the end of any Reporting Period (but not exceeding one calendar year from the date of detection), the Customer shall agree that the cost of the Services and/or the amount of remuneration for the Reporting Period in which such cases were detected by the Contractor may be revised downward or upward. The final cost of the Services agreed upon by the Parties shall be confirmed by the relevant Certificate for the Reporting Period. In case of reduction of the total cost of the Services, the Contractor shall pay compensation to the Customer in the amount by which the total cost of the Services has decreased, including VAT at the rate established by the effective laws of the Russian Federation (if applicable), on the basis of the Customer’s written claim, if the Contractor acknowledges it as reasonable and subject to satisfaction. The provisions of this Clause shall apply to the Parties’ relations arising from the date of execution of the Agreement.

3.3. If the Customer orders Yandex Market Services and Yandex Market Marketplace Services simultaneously under one Agreement (when the relevant functionality is available in the Personal Account), the Certificate and Report under the Agreement shall include:

one line containing information on the Services rendered in accordance with Schedule1 to the Yandex Market Service Terms and Conditions and Schedule 1 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad, and
one line concerning information on remuneration for fulfillment of the assignment - in the Certificate, and one line concerning information on fulfillment of the assignment regarding acceptance, refund, transfer and withholding of the funds - in the Report.

In this case, the procedure for rendering and the cost of the respective services/fulfillment of the Assignment shall be determined in accordance with the terms and conditions of the respective type of Services, i.e. Yandex Market Services and Yandex Market Marketplace Services.

4. Cost of Services. Contractor’s Remuneration. Payment Procedure

4.1. The cost of Yandex Market Services shall be determined in accordance with Schedule 1, Schedule 2.1, Schedule 5, to the Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement), taking into account the Terms and Conditions for providing a Discount on the Service for Product Offers Placement from abroad and Bonuses (https://yandex.ru/legal/settlement_crossborder, English version: https://yandex.ru/legal/settlement_crossborder_eng).

The cost of Yandex Market Marketplace Services shall be determined in accordance with Schedules 1-, 1.1, 2, 4.2, 6 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad https://yandex.ru/legal/marketplace_crossboard_terms), taking into account the Terms and Conditions for providing a Discount on the Service for Product Offers Placement from abroad and Bonuses (https://yandex.ru/legal/settlement_crossborder, English version: https://yandex.ru/legal/settlement_crossborder_eng).

The cost of the Yandex Market Promotion Services shall be determined in accordance with the Yandex Market Promotion Terms and Conditions (https://yandex.ru/legal/cpa_promo_agreement),and cost of the Yandex Market Promotion Services includes Russian VAT at a rate of 20%.

The cost of Services on Joining Loyalty Program shall be determined in accordance with the terms and conditions of Services on Joining Loyalty Program (https://yandex.ru/legal/market_loyalty), and cost of Services on Joining Loyalty Program includes Russian VAT at a rate of 20%.

The cost of Services on providing a unique link to the Customer’s page on Yandex Market for external advertising shall not be charged separately and shall be included in the cost of the Services on Product Offer placement and provision to the Customer with the functionality enabling the User to executed a SPA for the Customer’s Goods represented on the Service, rendered in accordance with Schedule 1 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad and Schedule 1, Schedule 5 to the Yandex Market Service Terms and Conditions.

4.2. The Customer shall accrue the Contractor’s remuneration for fulfillment of the Assignment under this Agreement in the amount and pursuant to the procedure determined in accordance with Schedule 2 to the Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement), Schedule 4 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad (https://yandex.ru/legal/marketplace_crossboard_terms).

4.3. The Customer shall pay the cost of the Contractor’s Services rendered during the Reporting Period and the Contractor’s remuneration for fulfillment of the Assignment on a monthly basis within the term not exceeding fifteen (15) calendar days from the date of issue by the Contractor of the Certificate and the Report for the relevant Reporting Period. When drawing up a payment order for payment for the Services, the Customer shall specify in it the Customer Account Number specified in the Certificate issued in accordance with Clause 3.1 of the Agreement, otherwise, the Contractor shall not guarantee that the received payment for the rendered Services will be put in its books and records in due time.

4.4. The Customer shall be deemed to have fulfilled its obligations to pay for the Services and to pay the Contractor’s remuneration for fulfillment of the Assignment when the funds are credited to the correspondent account of the Contractor's bank.

4.5. The Contractor shall transfer the funds accepted by the Contractor from the Consumers within the scope of fulfillment of the Assignment to the Customer pursuant to the procedure and within the term stipulated in Schedule. 2 to the Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement ), Schedule 4 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad (https://yandex.ru/legal/marketplace_crossboard_terms), subject to Clause 4.6 of the Agreement.

4.6. Also in order to receive from the Customer payment for the Services rendered in the Reporting Period and remuneration for fulfillment of the Assignment, the Contractor shall be entitled to, at its option:

4.6.1. Withhold the cost of the Services rendered in the Reporting Period and the amount of remuneration for fulfillment of the Assignment when transferring to the Customer the funds accepted by the Contractor from the Consumers in accordance with Schedule 2 to the Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement), Schedule 4 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad (https://yandex.ru/legal/marketplace_crossboard_terms), at any time, pursuant to the procedure provided for in sub-clause 4.6.5. hereof.

In this case mutual monetary obligations of the Parties shall be terminated by set-off of counter claims of identical nature.

4.6.2. Suspend transfer to the Customer of the funds accepted by the Contractor from the Consumers in accordance with Schedule 2 to the Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement), Schedule 4 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad (https://yandex.ru/legal/marketplace_crossboard_terms), until it receives from the Consumers in favor of the Customer the funds sufficient for withholding the cost of the Services rendered during the respective Reporting Period and amount of the remuneration for fulfillment of the Assignment in accordance with sub-clause 4.6.1 hereof.

4.6.3. In case the funds accepted by the Contractor from the Consumers in accordance with Schedule 2 to the Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement ), Schedule 4 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad (https://yandex.ru/legal/marketplace_crossboard_terms), are insufficient to make withholding in accordance with sub-clause 4.6.1 of this Agreement, the Contractor shall issue to the Customer an invoice for payment of the shortfall amount of the cost of the Services rendered during the Reporting Period and the Contractor’s remuneration for fulfillment of the Assignment in accordance with Clause 4.3 of the Agreement.

4.6.4. The Contractor’s actions specified in Clause 4.6 of the Agreement and aimed at receiving payment for the Services rendered during the Reporting Period and remuneration for fulfillment the Assignment from the Customer shall not affect the cost of the Contractor’s Services and the amount of remuneration for fulfillment of the Assignment, even if such actions result in the Customer’s inability to receive the funds received by the Contractor from the Consumers within the time periods chosen by the Customer in the Personal Account.

4.6.5. If it be will technically possible in the Yandex Market Marketplace the Customer shall have the right to choose the moment of withholding the cost of the Contractor’s Services and the amount of remuneration for fulfillment of the Assignment during the corresponding Reporting Period via their Personal Account. The settings selected by the Customer shall apply to the relations between the Parties starting from the 1st day of a new Reporting Period. In case the Customer repeatedly changes the settings, the settings set by the Customer as of 00:00 on the 1st day of the new Reporting Period shall be applied for the new Reporting Period.

4.7. When rendering Services under the Agreement, the Contractor shall provide the Customer with an opportunity to make itself aware of the Contractor’s Statistics in electronic form via the Personal Account using the Customer's login and password on Yandex Internet resources.

4.7.1. The Parties have agreed that in disputable situations the Contractor’s Statistics available to the Customer in real time mode according to Clause 4.7 of the Agreement shall be deemed sufficient evidence of the cost of the Services provided by the Contractor under the Agreement.

4.8. If the Customer orders only Yandex Market Services, the Contractor shall have the right to suspend provision of Services under the Agreement and/or terminate the Agreement unilaterally if the Customer fails to pay for the Services in due time and/or in case of non-payment of the Contractor’s remuneration for fulfillment of the Assignment.

5. Notices and Exchange of Information

5.1. Any notices and documents permitted and/or necessary under this Agreement shall be sent by the notifying Party to the notify Party by e-mail, fax, courier or mail. Unless otherwise specified in the Agreement, the notice or the document shall be deemed delivered from the moment of its receipt by the notified Party. The e-mail address specified in the Personal Account shall be used for sending information to the Customer.

5.2. In case of information exchange via the Personal Account, the relevant Party shall control and be liable for making itself aware of the information in the Personal Account, and such Party shall monitor appearance and change of information, notices and documents in the Personal Account, on its own.

5.3. The working languages for information exchange are Russian and English. When duplicating information in Russian and English at the same time and there are discrepancies between the texts, the text in Russian shall prevail.

5.4. Within the framework of interaction under the Agreement, the Customer may upload, send, transmit or in any other way post information about Goods/ Digital Content Products and Content. The Content shall be transmitted by the Customer under the following terms and conditions:

for the purposes of rendering the Services under the terms of a non-exclusive license, the Customer shall grant to the Contractor the right to use the Content posted by the Customer on the territory of all countries of the world during the entire term of the exclusive right to the Content (or in case of termination or cancellation of the Agreement - until the moment of receipt by the Contractor of a notice of revocation of the license from the Customer) by any means, including reproduction of the Content in the computer memory, distribution of the Content, processing, making the Content available to the public; granting third parties a right to use the Content under sub-license for the promotional purposes in accordance with sub-clause 5.5.1 hereof.

5.4.1. The Customer authorizes to use the Content in accordance with the terms of Clause 5.4 of the Agreement for promotional purposes, in particular to include the Content in the promotional materials aimed at promotion of the Contractor’s services and products, inter alia, by including it in a complex or composite work. Subsequently, the promotional materials with the Content included therein may be used by the Contractor by any means on the territory of all countries of the world during the entire period of validity of the exclusive right to the promotional materials (or in case of termination or cancellation of the Agreement - until the Contractor receives a notice of revocation of the license from the Customer).

5.4.2. If the Customer orders and is rendered the Yandex Market Marketplace Services, the Content shall be transferred under the terms and conditions set forth in Clause 1.8 of Schedule 1 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad (https://yandex.ru/legal/marketplace_crossboard_terms).

5.4.3. The Content shall be transferred by the Customer pursuant to the procedure and in compliance with the requirements specified in the document Requirements to the Product Offers, Format and Method of Data Transfer available at: https://yandex.ru/legal/marketplace_offer_requirements ,unless otherwise provided for in the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad (https://yandex.ru/legal/marketplace_crossboard_terms ) and Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement ) applicable to the Customer.

5.4.4. The Customer may be provided with a special account or given the opportunity to create a special profile on Yandex Market for posting Content about Goods/Digital Content Products in video format (hereinafter referred to as the “Profile”) if it is technically feasible. The Customer’s Profile shall be linked to their Personal Account and shall be managed by the Customer’s representative appointed via the Personal Account. The Customer confirms that all Content in the Customer’s Profile, including Content posted on Yandex Market, shall be provided by the Customer and shall be the Customer's Content (owned by the Customer and/or used by the Customer on a legal basis).

5.4.5. If it’s technically feasible to do so via the Personal Account, the Customer may have an opportunity to generate or change the information about Goods/ Digital Content Products and Content posted by the Customer on the Service using AI technology.

Information about the Goods/ Digital Content Products and Content shall be generated or modified through the use of the AI technology at the Customer’s request on the basis of open data or the Customer’s data taking into account the Customer’s request; the Customer understands that the Contractor may not be held liable for the content of the generated or modified information and Content, in particular, for its conformance to the effective laws of the Russian Federation. The Contractor shall not be liable for the precision, relevance, accuracy of the information in the generated or modified information and Content, as well as shall not guarantee smooth-running operation of the function. The Contractor shall not guarantee that any information on the Goods/ Digital Content Products and Content will be generated or modified at the Customer's request.

The Contractor shall not assess the legal validity and reliability of the content of the information on the Goods/ Digital Content Products and Content generated or modified with the use of the AI and cannot influence their content and placement by the Customer on the Service. The Customer shall verify the accuracy of the received information and Content on its own, and shall assess the risks associated with the use and distribution of the received information and Content, on the Service, in particular.

When using the AI technology, the third-party databases provided under open licenses and not subject to these terms will be used. The Customer shall be solely liable for compliance with the aforementioned licenses.

In all other aspects not covered by this sub-clause 5.4.5 of the Agreement, with regard to the information about Goods/ Digital Content Products and Content generated or modified with the use of the AI technology, the Parties shall be governed by the terms and conditions of this Agreement, including the terms and conditions of Clause 5.4. And Section 6 of the Agreement.

6. Liability of the Parties. Warranties

6.1. For failure to fulfill or improper fulfillment of their obligations hereunder the Parties shall be held liable in accordance with this Agreement (including any Schedules hereto) and the effective Russian laws.

6.2. Except as expressly provided for in the Agreement, the Contractor shall not be liable hereunder:

6.2.1. for any indirect/consequential losses and/or lost profit of the Customer and/or third parties, regardless of whether the Contractor could have foreseen the possibility of such losses in a particular situation or not

6.2.2. for any part of the work/services required for the performance of the Agreement performed by the Customer without any liability and/or control being implied on the part of the Contractor, as well as for any damage resulting from an act or omission or breach of the Agreement by the Customer or its clients, representatives, agents or subcontractor(s)

6.2.3. for any acts or omissions of the Customer which are considered as a violation of the current legislation of another state applicable to the actions or inaction of the Customer, as well as the current legislation of the Russian Federation, including, inter alia, the violation of customs legislation, of the requirement to sell goods from the territory of the Russian Federation, subject to mandatory labeling, including those related to the registration and operation in the Chestny ZNAK System, the requirements of the law of the Russian Federation On the Protection of Consumer Rights dated February 07.1992 No.2300-1, etc.

6.3. For the Customer’s failure to meet the deadlines of payment for the Services, the Contractor shall be entitled to demand from the Customer payment of a penalty of 0.1% of the outstanding amount, for each day of delay, but no more than 10% of the outstanding amounts.

6.4. The claim sent by one of the Parties shall serve as grounds for penalties or reimbursement of damages under the Agreement. Payment of penalties shall not release the Parties from proper fulfillment of their obligations under the Agreement.

6.5. The Customer shall guarantee that the Goods and Digital Content Products, placed and sold by the Customer on the Service, have been lawfully introduced into civil circulation (in particular, they are not deemed objects of cultural value and cultural heritage) within the territory of the state in which the Goods are located at the time the Consumer places the Order, and the territory of the Russian Federation, in particular, that the Goods and Digital Content Products placed and sold under the corresponding trademark have been introduced into civil circulation by the right holder of the corresponding trademark or with their consent on the relevant territory..

6.6. The Customer shall guarantee that the information about the Goods provided by them for placement in the respective Product Offers contains all the necessary information provided for by the Russian legislation on consumer right protection, and shall also guarantee that the Goods will be sold by the Customer only from the territory of a foreign state, and if the Customer sells Goods from the territory of the Russian Federation on the Service, then it guarantees that these Goods will comply with all the requirements of the legislation of the Russian Federation, including the legislation on technical regulation, the requirements of Decree of the Government of the Russian Federation No. 515 On the system of marking goods using means of identification and traceability of April 26, 2019, Decree of the Government of the Russian Federation No. 270 On some issues of control over the turnover of precious metals, precious stones and articles made of them at all stages of the turnover thereof and amendments to certain acts of the Government of the Russian Federation dated February 26, 2021, and that they are not adulterated and/or infringing goods.

The Customer shall guarantee that the information on Digital Content Products provided by it for placement in the respective Product Offers contains all necessary information stipulated by the applicable laws of the Russian Federation which the User must read and use to make a decision to purchase the respective Digital Content Product.

6.6.1. In the event that when ordering Yandex Market Services, the Customer failed to provide information about the Goods/Digital Content Products pursuant to the procedure stipulated by https://yandex.ru/support/marketplace/assortment/restrictions/digital.html, it shall be considered that the Customer agrees that the description of the Goods/Digital Content Products corresponds to the information contained on the Product Page on the Service. For the purposes of this clause, the “Product Page” means the page of the Service containing the description (characteristics) of the Goods/Digital Content Product with the identifier (offer_id) to which the Customer’s Goods/Digital Content Product added to the Service pursuant to the procedure provided for in https://yandex.ru/support/marketplace/assortment/restrictions/digital.htmlcorresponds.

6.6.2. In the event that when ordering Yandex Market Marketplace Services, the Customer failed to provide information about the Goods pursuant to the procedure stipulated by https://yandex.ru/legal/marketplace_offer_requirements, it shall be considered that the Customer agrees that the description of the Goods corresponds to the information contained on the Product Page on the Service. For the purposes of this clause, the “Product Page” means the page of the Service containing the description (characteristics) of the Goods with the identifier (offer_id) to which the Customer’s Goods added to the Service pursuant to the procedure provided for in https://yandex.ru/support/marketplace/assortment/restrictions/digital.html

6.7. If the Customer’s failure to comply with the requirements listed in Clauses 6.5, 6. 6 of the Agreement served as grounds for claims, lawsuits filed against the Contractor and/or orders to pay penalties issued by the public authorities and/or third parties (including right holders and Consumers) to the Contractor, the Customer shall immediately, at the request of the Contractor, provide the latter with all requested information (documents) relating to the relevant Order and the Goods, services, Digital Content Products sold under it, assist the Contractor in settling such claims and lawsuits, as well as indemnify the Contractor for any documented losses (including court fees, penalty amounts) inflicted on the Contractor as a result of the said claims, actions, orders related to any third-party rights infringement and/or violation of the effective legislation of the Russian Federation by the Customer.

6.8. The Contractor shall not be liable for transactions (SPAs/Service Agreements, License Agreements, other agreements) consummated by the Customer and the Consumers as part of the Customer’s performance of the agreements entered into with the Consumers; however, if the violation of the Consumer’s rights occurred through the fault of the Contractor, the Contractor undertakes to reimburse the Customer for the documented losses (only the actual damage) incurred by the Customer as a result of the claims, lawsuits, and orders filed, initiated and issued in connection with the violation of the Consumers’ rights, provided that the Customer shall immediately notify the Contractor of the relevant claims, lawsuits, requests of the public bodies and shall be governed by the legal reasoning agreed upon by the Contractor in respect of the relevant case.

6.9. Each Party represents and warrants to the other Party that for the purposes of compliance with the terms hereof:

(i) it has full power and authority to enter into and comply with the terms of this Agreement, as well as it has all necessary licenses and permits for the execution of the Agreement;

(ii) it has taken the corporate action necessary to authorize performance of this Agreement.

6.10. The Customer shall represent and warrant that within the scope of interaction with the Consumers the Customer acts as a seller of goods under a contract of retail sale and purchase of Goods concluded on the Service, and in case of ordering the Yandex Market Services the Customer also acts for the Consumers as a contractor under a n agreement on services for organization of delivery of the Goods (delivery contract), also concluded on the Service, as these terms are defined by the Law of the Russian Federation On the Protection of Consumer Rights dated February 07.1992 No.2300-1. At the same time, the Customer shall be entitled to engage third parties to provide delivery services to the Consumers, remaining liable to the Consumers for their actions.

6.11. The Customer undertakes to immediately notify the Contractor of any changes in the data specified in the offer and/or in the supplementary agreement to conclude an Agreement on the terms of the agreement posted on the Internet at https://yandex.ru/legal/market_agreement_crossborder and an Agreement for the provision of services for promoting the Yandex Market Marketplace, on the terms of the agreement posted on the Internet at link https://yandex.ru/legal/marketplace_marketing_agreement. By e-mail (sent to the address specified in Section 11 of the Agreement), and shall send the original copy of such notice by mail (or by courier) to the address specified in the Agreement.

6.12. The Customer shall be solely liable for the integrity and confidentiality of the credentials (login and password). All actions performed using the login and password of the Customer (Customer’s representative) in the Personal Account shall be considered to be performed by the Customer. The Customer shall be solely liable to third parties, including persons, that have been authorized concurrently with the Customer to access the same Personal Account to receive services provided for in https://yandex.ru/legal/market_agreement_crossborder, for all acts performed using the login and password of the Customer (Customer’s representative), including any actions performed in accordance with paragraphs 2 and 3 of Clause 2.15 of the Agreement, and undertakes to settle any possible claims of third parties related thereto on its own. The Contractor shall not be liable for the unauthorized use of the Customer’s credentials by third parties and/or absence of the Customer’s assignment or other express consent to perform actions in the Personal Account in relation to the stores registered by another person/persons that have been authorized concurrently with the Customer to access the same Personal Account to receive the services provided for in https://yandex.ru/legal/market_agreement_crossborder.

6.13. The Customer shall assist the Contractor in resolving disputes and settling orders, claims and lawsuits of third parties, state and/or municipal authorities received by the Contractor due to the fact that use of Content by the Contractor or third parties to whom the Customer has granted the right to such use in accordance with Clause 5.5 (and its sub-clauses) of this Agreement, Clause 1.8 of Schedule 1, Clause 1.13. of Schedule 5, Clause 1.8 of Schedule 6 to the Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement ), as well as Clause 1.8 of Schedule 1 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad (https://yandex.ru/legal/marketplace_crossboard_terms ), or use by the Contractor or third parties of the name and/or logo specified by the Customer in accordance with Clause 6.19 of the Agreement violates any intellectual rights of third parties, the applicable legislation or the current legislation of the Russian Federation; in particular, the Customer undertakes to provide the Contractor with all information immediately upon the Contractor's request. The Customer shall compensate all property losses of the Contractor resulting from such orders, claims and lawsuits. The amount of the compensation of such property losses shall be determined according to the documents confirming the corresponding payments of the Contractor in favour of third parties, public and/or municipal authorities while the Contractor settled such orders, claims and lawsuits, or the Contractor’s duty to make such payments (including, but not limited to, effective court decisions, writs of execution, decisions, orders and other administrative enactments of the public or municipal authorities).

6.14. The Customer shall be responsible for the accuracy and completeness of the materials, including The Content, publicity materials provided to the Contractor for the purpose of rendering services, and shall reimburse the Contractor for all property losses if the Contractor is held liable in connection with the placement of the Customer’s materials, including the amounts of fines imposed on the Contractor under an effective decision of an authorized body or court, or the amounts of compensations paid to third parties that have made their claims under the relevant grounds.

6.15. If the Customer violates the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad concerning the necessity to remove the Goods from the Contractor’s warehouses, and as a result the Contractor disposes of such Goods, the Customer shall be held liable and shall pay a fine in the amount established by the Agreement or any Schedules hereto.

6.16. The Customer guarantees that they have exclusive rights to the materials, including The Content, publicity materials provided by them to the Contractor and used by the latter for rendering the Services under this Agreement, and/or that the Customer has obtained the necessary right holders’ permissions/consents/etc. for the purposes of provision and use of the materials, including the Content, publicity materials, by the Customer and the Contractor under this Agreement.

6.17. With respect to the Agreement the Contractor represents and warrants as follows:

6.17.1. it shall comply with all applicable laws, including laws and regulations of the public authorities related to the jurisdiction of operation of each Party or jurisdiction relevant to the Agreement

6.17.2. while performing the Agreement, the Contractor shall not engage (directly or indirectly) in any activities prohibited by the applicable laws.

6.17.3. In case of changes in the applicable laws that may affect the Agreement, or if the Contractor assumes that it is unable to fulfill its obligations under the Agreement due to these changes, the Contractor shall be entitled to immediately terminate the Agreement on a unilateral basis. In this case the Customer shall release the Contractor from all obligations hereunder.

6.17.4. it does not place product offers for Goods that have been moved across the border of the Russian Federation (as well as have been put into circulation on the territory of the Russian Federation) until the Order is placed by the User.

6.17.5. it will place product offers for Goods that have been legally put into circulation in the territory of the country in which the Products are located at the moment of placing the Order.

6.17.6. the entry into and performance of the present Agreement, as well as of the transactions contemplated in regards to the Goods meet and comply with any applicable trade compliance and export controls regulations enacted, administered, imposed or enforced by governmental authorities as applicable to the Agreement and the Goods (collectively, “Regulations”), including, but not limited to, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce, The Council of the European Union and the Federal Service for Technical and Export Control of Russia. The Customer warrants and undertakes that it has obtained all necessary authorization and licenses as may need under the Regulations.

6.18. Customer represents, warrants and undertakes that the execution and performance of this Agreement and the transactions contemplated in respect of the Products are and will be in compliance with all applicable trade and export control regulations adopted, administered, imposed or enforced by government authorities, depending on the circumstances, applicable to this Agreement or the Products (collectively, the “Rules”), including inter alia the U.S. Department of Treasury ‘s OFAC , US Department of Commerce's Bureau of Industry and Security, the Council of the European Union, and the Federal Service for Technical and Export Control of the Russian Federation and the Council UN Security. The Customer warrants and undertakes that the Customer has obtained all necessary permits and licenses that may be required in accordance with the Rules. In the event of a violation by the Customer of the assurances and obligations provided herein, the Contractor has the right to immediately, in whole or in part, terminate the Agreement unilaterally without a court decision.

6.19. If the Customer specifies the name and logo of the Customer’s store on the Service in the Personal Account which other person/persons are authorized to access simultaneously with the Customer in order to receive services under this Agreement and/or the Offer for the provision of Yandex Market Services (https://yandex.ru/legal/oferta_market), the Customer shall agree that such name and logo may be used for the stores of such person/persons and shall warrant that such use does not infringe the rights of any other third parties. The name and logo shall conform to the requirements specified at https://yandex.ru/support/partnermarket/business/name-and-logo.html

6.20. The Customer shall guarantee and undertake that that the Goods for which Product Offers are posted on the Service will be moved to the territory of Russia as Goods for personal use of the Consumer and otherwise the Customer is obliged to notify the Contractor in advance that the Goods are supplied from the territory of Russia. With respect to the Goods subject to mandatory marking in accordance with Decree of the Government of the Russian Federation No. 515 On the system of marking goods using means of identification and traceability of April 26, 2019, Decree of the Government of the Russian Federation No. 270 On some issues of control over the turnover of precious metals, precious stones and articles made of them at all stages of the turnover thereof and amendments to certain acts of the Government of the Russian Federation dated February 26, 2021, the Customer shall guarantee and undertake that:

6.20.1. they participate in the turnover of Goods subject to mandatory marking using means of identification in accordance with the above mentioned Government decrees.

6.20.2. they will fulfill all the obligations set forth by the rules of marking and traceability of goods in relation to the supplier/manufacturer/participant of the Goods turnover which introduce the Goods into circulation and/or turnover and/or withdraw the Goods from circulation.

6.20.3. fulfillment of obligations to mark the Goods, control the presence of previously applied marking, including conformance of marking to the rules and requirements, entering up-to-date information about the Goods and their movement into the Honest Mark System, relabeling of the Goods, conformance to the rules of sale of Goods subject to marking to Consumers in accordance with the Law On the Protection of Consumer Rights.

6.20.4. sales and any introduction of the Goods into circulation meet the labeling requirements, and that the Customer is solely liable for the accuracy of the information on the labeled Goods submitted to the Contractor, timely submission to the Contractor of all documents for the Goods subject to labeling in accordance with the requirements of the legislation, as well as for the transfer of unlabeled products to the Contractor, as stipulated by the legislation of the Russian Federation

6.20.5. they will assume all other obligations not stipulated by this Agreement, but stipulated by the regulations governing the turnover of Goods subject to mandatory marking by means of identification and will be liable to the Contractor, Consumers, as well as controlling public authorities for fulfillment thereof.

6.21. Without prejudice to the provisions of the Customers's guarantees set out in clause 6.20 of the Agreement, published on the Internet at: https://yandex.ru/legal/market_agreement_crossborder, when selling the Goods subject to mandatory marking by means of identification on the Service:

6.21.1. When the Customer transfers the Goods subject to mandatory marking to the sorting facility, Contractor’s warehouse, delivery service and/or directly to the Consumer, the Customer shall transfer the Goods bearing identification marks with marking codes entered into turnover via the state information system for monitoring goods owned by the Customer, in accordance with the requirements established by the legislation of the Russian Federation.

In this case, the unmarked goods or goods with illegible markings, with non-unique marking code, which nomenclature is defined as “subject to marking”, shall not be accepted for storage. The aforementioned goods shall be stored as cargo packages (in pallets and/or boxes) in a separate place and shall remain there until written order of the Customer.

6.21.2. When transferring the goods subject to mandatory marking to the sorting facility, Contractor’s warehouse, delivery service and/or directly to the Consumer, the Customer shall also transfer to the Contractor the identification codes via API or Personal Account for their indication in the process of mutual settlements with Consumers. In case of absence of an identification code, provision of an incorrect identification code and/or failure to provide identification codes for the goods subject to mandatory marking shipped to the sorting facility, Contractor’s warehouse, delivery service and/or directly to the Consumer, or provision of unreliable codes, the Contractor shall be entitled to:

a. cancel such order, without any compensation, and the Customer shall pay a penalty of 100% of the order value, as well as compensate the Contractor for all losses, including those related to the Contractor’s receipt of a penalty for absence of such code in the receipt

b. if the Customer fails to comply with the obligation to provide the identification code for jewelry, the Contractor shall have the right, in addition to the measure specified in paragraph a, to hide the Product Offer for the Goods without the identification code until such code is provided, or to hide all the Customer’s Product Offers from the Jewelry and Jewelry Dinnerware categories until the identification code is provided for the Goods, in respect of which the Customer has committed a violation of obligations, but in any case for a period of at least 14 calendar days.

Depending on the violation of the Customer, the Contractor may apply either one of the measures specified in sub-clause 6.21.2 or both measures simultaneously.

6.21.3. The Customer, and in cases stipulated by the legislation - the Contractor, shall withdraw the Goods subject to mandatory marking from circulation in the national system of digital marking and traceability of goods when transferring such Goods to the ultimate Consumer. Withdrawal of the Goods from circulation shall be carried out with the use of the cash register equipment.

In case of return of the Goods, previously withdrawn from circulation, to the Contractor’s Warehouse, their entry into circulation shall be carried out with the use of the cash register equipment.

In case of return of any unsold Goods to the Warehouse by the delivery services, the Goods shall be re-introduced into circulation by the Customer on the basis of the Contractor’s request to put the Goods into circulation which the Contractor sends to the Customer via the Personal Account specifying the Goods identification codes, or by the Contractor if the legislation requires the Executor to be the person that introduces such Goods into circulation.

6.22. The Parties have determined that the Contractor is not a participant of the turnover of Goods subject to mandatory marking using the means of identification in the meaning of Decree of the Government of the Russian Federation No. 515 On the system of marking goods using means of identification and traceability of April 26, 2019, Decree of the Government of the Russian Federation No. 270 On some issues of control over the turnover of precious metals, precious stones and articles made of them at all stages of the turnover thereof and amendments to certain acts of the Government of the Russian Federation dated February 26, 2021, and that it shall be entitled not to comply with the obligations to be assumed by the participant of the Goods turnover except to the extent expressly provided for by the laws.

6.23. The placement of product offers with jewelry and sale of jewelry on the Service under the present offer is not allowed.

7. Force majeure

7.1. The Parties shall be released from the liability for failure to fulfill or partial fulfillment of their obligations hereunder if such failure is caused by force majeure which arose after execution of the Agreement due to any extraordinary circumstances which could not be neither foreseen nor prevented by the Contractor or the Customer.

7.2. The Party referring to the force majeure circumstances shall immediately inform the other Party of occurrence of such circumstances and confirm their existence. A document issued by an authorized authority in the relevant jurisdiction or a local branch of the Chamber of Commerce and Industry of Russia shall serve as a confirmation of existence of the force majeure circumstances.

7.3. If the force majeure circumstances occur, the term of the Party’s obligations hereunder shall be extended in proportion to the duration of these circumstances and their consequences.

7.4. Should force majeure continue for more than one month, either Party shall have the right to unilaterally terminate this Agreement without recourse to court, by giving a written notice of termination specifying the termination date.

8. Confidentiality

8.1. In the Agreement the term “confidential information” shall mean any information transferred by one Party to the other Party in any possible form (oral, written, electronic, other) when such information has actual or potential commercial value due to the fact that it’s unknown to third parties, when it cannot be freely accessed on legal grounds and when it is marked as confidential in any form at the moment of disclosure by the Disclosing Party, in particular when such information is marked as follows: “CONFIDENTIAL”, “NDA”, or has any marks similar in meaning, or should be reasonable considered as confidential based on the content of the information and/or circumstances of disclosure thereof (hereinafter referred to as the “Confidential Information”). Confidential Information shall include, among other things, personal data of individuals transferred to the Contractor. The Parties shall take measures to prevent disclosure of Confidential Information to third parties or dissemination of Confidential Information without the consent of the Disclosing Party, except as provided for by the applicable law.

8.2. Each Party shall take all necessary measures to protect the Confidential Information with at least the same degree of care as it applies to protect its own confidential information. Access to the Confidential Information shall be granted only to those employees of each of the Parties who reasonably need such access to fulfill their duties related to the performance of the Agreement. The Contractor shall be entitled to use any means provided for in Clause 5.1 of the Agreement to send messages to the Customer, in particular those containing Confidential Information, including sending by e-mail via unprotected communication channels; the Contractor shall have the right to engage third-party services and/or organizations (chosen by the Contractor) to send such messages and/or provide related services. The Parties acknowledge that this procedure of handling the Customer’s Confidential Information shall be deemed proper.

8.3. The Confidential Information shall at all times remain the property of the Disclosing Party and shall not be copied or otherwise reproduced without the Disclosing Party’s prior written consent.

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

at the time of disclosure was or later came within the public domain other than as a result of a violation by the Receiving Party; or
becomes known to the Receiving Party from a source other than the Disclosing Party, provided that the Receiving Party does not violate the provisions of the Agreement, which may be evidenced by documents that suffice to confirm that the source of such Confidential Information is a third party; or
has been known to the Receiving Party prior to its disclosure under the Agreement, which is evidenced by documents that suffice to ascertain the fact of such prior possession of the Confidential Information; or
has been disclosed under written consent of the Disclosing Party.

8.5. The Customer undertakes to ensure confidentiality and security of the personal data of natural persons (Consumers) received from the Contractor in connection with the Agreement during their processing, to store such personal data for no longer than required by the purposes of their processing and to destroy them upon achievement of the purposes of processing, or in case there is no longer any necessity in their achievement, if required, to confirm (at the request of the Contractor) that the said personal data have been destroyed.

8.6. The Customer shall be entitled to use the personal data of the User/Consumer that has placed an Order on the Service transferred to it by the Contractor exclusively for the purposes of performance of the agreement executed by and between the Customer and the Consumer when the latter placed an Order on the Service.

8.7. Any other use of the User’s/Consumer’s personal data by the Customer shall be prohibited unless the User’s/Consumer’s consent is given to the Customer for such use under the current legislation. If the Customer fails to meet this requirement, the Contractor shall have the right to terminate the Agreement from the date of sending the relevant notice to the Customer, and in case the Customer orders Yandex Market Services, the Contractor shall also have the right to suspend provision of Services under the Agreement.

8.7.1. If the Customer orders Yandex Market Services, the Customer shall not be entitled to request personal data from the User/Consumer in course of the Customer’s performance of the contract concluded with the User/Consumer who has placed an Order on the Service. If the Customer fails to meet this requirement, the Contractor shall have the right, at its discretion: to suspend the provision of services under the Agreement or to terminate the Agreement executed with the Customer from the date of sending the relevant notice to the Customer.

9. Term and Termination

9.1. This Agreement is concluded for an indefinite term and shall become effective from the moment specified in Clause 2.6 of the Agreement.

9.2. The Agreement may be terminated at the initiative of the Contractor in absence of technical capability to provide the Services. In this case, the Contractor shall send the Customer a notice of termination of the Agreement to the Customer’s e-mail address specified in the application (Clause 2.6 of the Agreement) or in the Personal Account. The Agreement shall be deemed terminated from the day following the date of sending such notice by the Contractor.

9.3. The Agreement may be terminated both by mutual agreement of the Parties and at the request of one of them. The Party intending to unilaterally terminate the Agreement shall notify the other Party thereof:

9.3.1. If the Customer ordered only the Yandex Market Services, the Party intending to terminate the Agreement unilaterally shall notify the other Party thereof not later than fifteen (15) calendar days prior to the expected date of termination hereof.

If the Contractor ordered Yandex Market Marketplace Services, and the Services were not actually rendered under the Agreement, the Party intending to terminate the Agreement unilaterally shall notify the other Party thereof not later than thirty one (31) calendar days prior to the expected date of termination hereof.

9.3.2. If the Contractor ordered only Yandex Market Marketplace Services, and the Services were actually rendered under the Agreement, the Party intending to terminate the Agreement unilaterally shall notify the other Party thereof not later than six (6) calendar days prior to the expected date of termination hereof. In such case termination of the Agreement shall be governed by Clause 9.5. hereof.

The Contractor shall have the right to send the notice specified in Clause 9.3 of the Agreement to the Customer’s email address specified in the Personal Account or in the application (Clause 2.6 of the Agreement).

9.4. The Contractor may terminate the Agreement early, on a unilateral basis, without recourse to court, in case the Customer violates its obligations under the Agreement or those under the agreement specified in sub-clause 2.6.1 of the Agreement. In this case the Contractor shall suspend rendering of the Services under the Agreement and email a notice to the Customer on termination of the Agreement taking into account the provisions of sub-clauses 9.3.1, 9.3.2 of the Agreement.

9.5. In case the Customer orders the Yandex Market Marketplace Services and terminates the Agreement by agreement of the Parties, provided that the Services were actually rendered under the Agreement, as well as in the case stipulated in sub-clause 9.3.2 of the Agreement, the Parties shall be governed by the following procedure:

9.5.1. The Agreement, all Schedules and Addenda hereto shall terminate upon expiration of six (6) calendar months from the date of notice of unilateral withdrawal/signing by the Parties of the agreement on termination hereof.

9.5.2. Within three (3) business days from the date of sending the notice of unilateral withdrawal/signing of the agreement on termination by the Parties, the Contractor shall cease to provide the Customer with the Services on placing the Customer’s Product Offers and providing the Customer with the functionality enabling the User to conclude a SPA for the Customer's Goods on the Service. Upon expiration of the specified term, the Contractor shall complete the picking and packing of the Goods into Consignments and hand them over to the carrier. The orders of the Service Users and Consignments assembled before the end of the term specified in this clause shall be delivered by the Contractor and/or the carrier to the Consumers under the terms and conditions of the Agreement and in accordance with the established rates.

9.5.3. From the date of sending the notice of unilateral withdrawal/execution by the Parties of the agreement on termination, the Customer may not issue orders for delivery of Goods to the Contractor’s Warehouses.

9.5.4. Until expiration of the term specified in sub-clause 9.5.1 of the Agreement, the Contractor shall accept and process the returned and unclaimed Consignments in accordance with Schedules 5, 5.1 to the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad, as well as perform actual actions under the Customer’s Assignment, on its own behalf and at the expense of the Customer, in accordance with Schedules 4, 4.1 of the Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad. At the end of the specified term, the Contractor shall complete the search for the Consignments in case of their loss after they have been handed over for dispatch.

9.5.5. If any Goods of the Customer are stored at the Contractor’s Warehouse, the Customer undertakes to pay the cost of storage of the Goods at the Contractor’s Warehouse in accordance with the rates specified in the Agreement until their removal from the Contractor’s Warehouses or until their disposal by the Contractor (without transfer of ownership of the Goods to the Contractor) in accordance with the terms of the Agreement.

9.5.6. The organization of storage, transfer and disposal of Goods that are returned or not accepted by the Consumer is carried out in accordance with the Logistics Partners’ Services Terms and conditions.

9.5.7. After the transfer of the Goods to the Carrier, i.e. at the moment of assigning the status "Issued" to the Goods in the "Returns and Non-redemptions" section of the Customer's Personal Account, or if the Consumer refused the Order at the moment the Goods are in the Order at the Carrier, then after the moment of assigning the status "Cancelled" to the Order, the relevant Carrier is responsible for the safety of such Goods. in accordance with the Procedure for the Logistics Partners’ Services Terms and conditions.

In the event of any claims regarding the quality and safety of the Goods delivered to the Customer (representative of the Customer) by the Carrier in accordance with the Logistics Partners’ Services Terms and conditions, such claim must be submitted directly to the Carrier. For all claims regarding the quality of the goods, which at the time of refusal from them by the Consumer have not yet been transferred by the Carrier to the Contractor and/or the Consumer, the Customer shall contact the Carrier. If the Customer provides evidence along with the claim that the Goods were damaged due to the fault of the Contractor, such claim may be submitted by the Customer directly to the Contractor no later than 45 (forty-five) days from the moment the Goods are assigned the status "Issued" in the "Returns and Non-Redemptions" section of the Customer's Personal Account. The claim is subject to consideration by the Contractor only with the simultaneous attachment of evidence (photos and video footage of the acceptance of the Goods by the Customer, etc.) confirming the guilt of the Contractor. The Contractor shall consider the claim within 35 (thirty-five) calendar days.

9.5.8. The Contractor shall notify the Customer not later than fourteen (14) calendar days before the date specified in clause 9.5.1 of the Agreement by any method specified in clause 5.1, 5.2 of the Agreement, of the returned and unclaimed Consignments received by the Contractor from the Consumers (Users) at the Contractor's Warehouses. In case of receiving a returned Consignments from Consumers (Users) the Customer assign the Contractor to accept ownership of the specified Consignments on behalf of the Customer.

9.5.9. If new returned and unclaimed Consignments arrive at the Contractor’s Warehouses after the date of notice specified in sub-clause 9.5.8 of the Agreement, in particular after termination of the Agreement, the Parties shall be governed by sub-clause 9.5.10 of the Agreement.

9.5.10. The Parties have agreed that after the date of the notice specified in sub-clause 9.6.8 of the Agreement, in particular after termination of the Agreement, the Customer shall have no and will have no future claims against the Contractor, if it becomes known that the Consumers (Users) that have concluded a SPA with the Customer on the Service contacted the Contractor, including the cases when such contact resulted in the return of the Goods to the Contractor’s Warehouse. The Contractor, at its discretion, shall have the right to settle the Consumer’s/Users claim for refund or compensation, at its own expense, in order to maintain customer loyalty to the Service. Goods sent by the Consumer/User to the Contractor’s Warehouse after the date of notice specified in sub-clause 9.6.8 of the Agreement, in particular after termination of the Agreement, shall remain at the disposal of the Contractor without transfer of title thereto.

9.5.11. If after the date of termination of the Agreement the Parties become aware of cases when the Contractor discovers the Customer’s Goods in its warehouses, the Contractor shall have the right to dispose of such Goods at its own discretion without transfer of the title thereto. At the same time, the Customer shall not have any claims to the Contractor in connection therewith, as all claims related both to settlements and return of Goods shall be satisfied by the Parties in full in accordance with the Reconciliation Report.

9.5.12. From the date of termination of the Agreement, the Customer shall accept and consider claims of the Consumers on its own, as well as shall accept the returned and unclaimed Consignments from the Consumers (Users), for which purpose the Customer shall communicate the relevant information to the Consumers specifying the address to be used by the Consumer to return the Goods and submit claims.

9.5.13. The Parties undertake to sign the Reconciliation Report upon termination of the Agreement, but not earlier than on the fourteenth (14th) day of the month following the last reporting month, sign the Reconciliation Report and discharge the existing debt within fourteen (14) business days from the date of issue of the Reconciliation Report.

9.5.14. The Parties have agreed that after the debt repayment in accordance with the Reconciliation Report, the Parties shall have no claims to each other as regards mutual settlements, consignments and Goods under the Agreement.

9.6. The Parties confirm that as of the day of termination of the Agreement the Services shall be considered as rendered by the Contractor to the fullest extent and shall be deemed of proper quality in accordance with the terms Agreement. The Client has no claims with respect to the scope, quality and period of the services rendered under the Agreement.

9.7. Upon termination of the Agreement, the Parties shall perform final mutual settlements taking into account the cost of obligations actually performed by the date of termination.

9.8. Termination of the Agreement shall not release the Parties from any obligations, claims and demands in respect of any previous violations of the terms and conditions of the Agreement or failure to fulfill the conditions under the Agreement.

9.9. All the Parties’ obligations hereunder that should remain in force due to their nature (including, but not limited to, obligations of confidentiality and mutual settlements) shall survive the expiration of the Agreement.

9.10. In case of termination of this Agreement, all obligations of the Customer to the Consumer shall remain in force after expiration of the Agreement, in particular the Customer shall deliver the Orders placed on the Service, provide the Users with the Digital Content Products on its own or with the help of the Contractor, and/or provide the Contractor with information about its inability to deliver the Orders placed on the Service due to the Customer’s fault assigning them status “Store cannot fulfill the order”, via the Personal Account.

10. Final Provisions

10.1. Any and all disputes and controversies arising between the Parties shall be settled through negotiations. Pre-action dispute settlement procedures shall be binding upon the Parties. A claim shall be made in writing and signed by the authorized representative of the Party filing the claim. A copy of the claim shall be sent to the e-mail addresses of the receiving Party (the Customer’s e-mail address shall be specified in the Personal Account). The original copy of the claim shall be sent to the address of the Party specified in Section 11 of the Agreement (the Contractor’s address) or in the Personal Account (the Customer’s address) by registered/certified letter with return receipt or delivered against a receipt to the persons authorized under the Agreement to receive claims. The receiving Party shall review the claim and give an answer to the other Party within thirty five (35) business days as of receipt.

In case of failure to settle any disputes through negotiations, all disputes under this Agreement or in connection herewith shall be subject to consideration in accordance with the effective Russian legislation in the Moscow City Court of Arbitration (commercial court) (unless another procedure is stipulated by the Schedules to the Agreement).

10.2. This Agreement and performance hereof shall be governed by Russian law.

10.3. The Contractor reserves the right to amend the terms and conditions of the Agreement which are posted on the Internet at https://yandex.ru/legal/market_agreement_crossborder, as well as the Yandex Market Service Terms and Conditions (https://yandex.ru/legal/cpa_service_agreement), Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad (https://yandex.ru/legal/marketplace_crossboard_terms), Yandex Market Promotion Terms and Conditions (https://yandex.ru/legal/cpa_promo_agreement), the Terms and Conditions for providing a Discount on the Service for Product Offers Placement from abroad and Bonuses (https://yandex.ru/legal/settlement_crossborder , English version: https://yandex.ru/legal/settlement_crossborder_eng) at any time at its own discretion with prior notice to the Customer at least ten (10) calendar days before the changes become effective, unless any other notice period is provided for certain amendments by the Schedules to the Agreement. In case the Contractor makes amendments to the Agreement, Yandex Market Service Terms and Conditions, Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad, Yandex Market Promotion Terms and Conditions, such amendments shall come into effect from the moment of posting the amended text of the documents on the Internet at the links specified in this clause, unless another later date of coming into effect of the amendments is determined additionally at such posting.

The Contractor shall notify the Customer of the above changes by any of the following methods: via the Personal Account and/or by e-mail to the address specified in the Personal Account.

In case the Agreement, Yandex Market Service Terms and Conditions, Yandex Market Marketplace Service Terms and Conditions for Customers placing offers for Products from abroad for Customers placing offers for Products from abroad,Yandex Market Promotion Terms and Conditions are amended without imposing any additional Customer’s obligations or reducing the scope of the Customer’s obligations under the Agreement and/or without restricting its rights, as well as without reducing/restricting the functionality of the Service, the Customer need not be notified of such amendments to the said documents.

10.4. In case the Customer does not agree with the amended terms of the Agreement, it shall have the right to terminate this Agreement by notifying the Contractor thereof within the time period specified in Clause 9.4 of the Agreement by sending the completed application form for termination of the Agreement indicated by the link https://forms.yandex.ru/surveys/13685420.907a5790ec5b87e9d538acde899287ba9c7f09a8. The Agreement is terminated within the time limits specified in clause 9.4. of the Agreement.

10.5. All Exhibits hereto shall constitute an integral part hereof.

10.6. If one or more provisions of this Agreement are invalid for any reason, the validity of any other provision of the Agreement shall remain unaffected, and the Agreement shall be construed as if it does not contain such invalid provision.

10.7. In all other matters not stipulated by this Agreement, the Parties shall be guided by the “Mandatory Terms and Conditions At Execution of the Agreement” available at: https://yandex.ru/legal/provisos (hereinafter referred to as the “Mandatory Terms and Conditions”). The Customer confirms that it was made aware of and agrees with the Mandatory Terms and Conditions. In case of any inconsistency between the terms and conditions of this Agreement and the Mandatory Terms and Conditions, the latter shall prevail.

The Contractor reserves the right to amend the Mandatory Terms and Conditions, as well as to terminate the said document at any time at its own discretion. In case the Contractor amends the Mandatory Terms and Conditions, such amendments shall come into force and apply to the relations of the Parties from the moment of posting the amended text of the Mandatory Terms and Conditions on the Internet at: https://yandex.ru/legal/provisos , unless any other term of entry into force of the amendments is determined additionally at such posting.

10.8 This Agreement is made in Russian and English. Documents and any Schedules to the Agreement can also be drawn up in Russian and English. In case of discrepancies between the Russian and English versions of this Agreement, as well as if any discrepancies between the Russian and English versions of other related to the Agreement documents and Schedules, the Russian version shall prevail. Some documents and schedules are written exclusively in Russian.

11. Contractor’s Information

YANDEX MARKET LLC

Registered office address: Russia 119021, Moscow, Timur Frunze str., 11, b. 2

Mailing address (for documents and correspondence): Floor 9, premises 9.03, bld. 8, Novinsky Boulevard, Moscow 121099 Russia

INN (Taxpayer Identification Number) 9704254424

Date of publication: 31.03.2025.

Previous version of the document: https://yandex.ru/legal/market_agreement_crossborder_eng/02102024

Previous version of the document: https://yandex.ru/legal/market_agreement_crossborder_eng/01102024

Previous version of the document: https://yandex.ru/legal/market_agreement_crossborder_eng/09092024

Previous version of the document: https://yandex.ru/legal/market_agreement_crossborder_eng/30072024

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