Yandex Advertising Network Terms of Offer

This document is a translation of Yandex Advertising Network Terms of Offer in English. In case of conflict between the Russian version of Yandex Advertising Network Terms of Offer and this translation - the Russian version of Yandex Advertising Network Terms of Offer shall be deemed as legally binding. The Russian version of Yandex Advertising Network Terms of Offer can be found here: https://yandex.ru/legal/yan_service_offer.

Moscow, Russia

Published: 01.03.2024

Effective date: 04.03.2024

This document constitutes an offer (hereinafter — the “Offer”) by YANDEX LLC (registration number: 1027700229193, 16 Lva Tolstogo st., Moscow, 119021, Russia, hereinafter — “Yandex”) to enter into an agreement of participation in Yandex Advertising Network on the terms and conditions specified below.

1. TERMS AND DEFINITIONS

1.1. For the purposes of this document, the following terms have the following meanings:

Offer — this document, the "Yandex Advertising Network Terms of Offer", posted on the Internet at https://yandex.ru/legal/yan_service_offer including all documents that are an integral part thereof.

Offer acceptance — actions provided by clauses 3.1 - 3.2 of the Offer, which implies unconditional acceptance of all terms and conditions stipulated by the Offer and the documents, which are an integral part thereof.

Agreement — an agreement of participation in Yandex Advertising Network, the subject of which is the provision by a Partner of the Services provided for in the Offer, but not limited to the above, concluded in accordance with the procedure provided for in clauses 3.1 — 3.2 of the Offer.

Parties — Yandex and Partner.

Partner — a natural person/individual or a legal entity who carries out the Offer acceptance.

YAN — Yandex Advertising Network (https://partner.yandex.ru), which includes various Resources, as well as other advertising networks.

Services — services described in section 2 of the Offer provided by the Partner to Yandex under the terms and conditions of the Offer.

Reporting Period — one calendar month or several calendar months in which the Partner cumulatively rendered Services to Yandex for the amount not less than specified in clause 4.4. of the Offer.

Statistical Data — data and information in electronic form compiled and/or provided by Yandex to the Partner, including via API, which may contain information on the number of Clicks, Displays, other parameters of interaction between the Parties, as well as the amount of the Partner's remuneration.

Click — the User's clicking (click-through) on the hyperlink contained in the Advertisement, including, but not limited to, installing an application from the mobile app store, opening a placemark on a web page containing an online map, opening an application.

Display — placement/display of Advertisements at the Advertising spaces.

Target Action — interaction between the User and the website, website page, website section, mobile application and/or computer program, to which the User proceeds after the Click, including but not limited to: ordering goods/services, moving to other pages, filling out forms, using chats or content.

Partner Interface — software interface designed for (including, but not limited to) remote interaction of the Parties in order to fulfill the Agreement, exchange information and transmit notifications between the Parties. The Partner Interface may contain Statistical Data, information about the Partner, the Partner's Resources, the amount of the Partner's remuneration, as well as other information determined by Yandex. The procedure and terms of access to the Partner Interface are described in clause 3.4. of the Offer.

User — any person visiting Resources, including Partner's Resources.

Advertising — advertising materials in any format that may include text, images, video, audio, other types of media files, interactive elements, code, hyperlinks, or any combination thereof. For the purposes of the Offer, Advertising means advertising materials described above that are provided for placement by Yandex and/or Advertisers.

Advertising Space — a space allocated in the design (code) of the corresponding Resource, and intended for displaying Advertising.

Advertisers — third parties that have entered into an agreement with Yandex and/or Yandex's affiliates, the subject and/or result of which is the placement of Advertising on the Resources that are part of the Yandex Advertising Network, on the Resources of the Partner.

Ad Code — a software module (including a software development kit (SDK), software settings and their configurators, adaptive and server modules) that is built by the Partner into the code of the Partner Resources or connected using the Resource interface (if such the Resource provides for such an option) and is intended to appeal to the Yandex System for the purpose of providing display of Advertising on the Partner Resources.

Resources — websites on the Internet (including desktop, tablet and/or other mobile device versions), computer programs, mobile apps, other digital media, as well as their content and components (information, files and other data included in the Resources).

Partner Resources — Resources connected by the Partner to the Yandex Advertising Network by agreement with Yandex. In particular cases, including those specified in clause 2.2. of the Offer, Partner's Resources, as well as elements thereof, may be provided by the Partner to Users by means of Yandex software and technical means.

Yandex System — a set of software and technical means owned by Yandex and/or used by Yandex, intended for interaction with the Partner System, ensuring display of Advertising on Advertising Spaces (if applicable), as well as for accounting of Yandex Statistical Data.

Partner System — a set of software and technical means owned by the Partner and/or used by the Partner, intended for interaction with the Yandex System and ensuring display of Advertising on Advertising Spaces (if applicable).

Test Period — a period of interaction between the Partner and Yandex, preceding the first Reporting Period, during which the Partner configures and tests the Ad Code. The Test Period terminates at the moment of Partner's actions described in clause 3.1. of the Offer and representing the Offer Acceptance. Until the moment of Offer Acceptance, this period is non-fare. If the Partner accepts the Offer, Yandex takes the balance amount into account when forming the Statement for the first Reporting Period. Prior to the termination of the Test Period, the sums of the Partner's account balance are purely technical and informational in nature. After the Partner performs the actions described in clause 3.1. of the Offer and representing the Offer Acceptance, the Test Period is not provided.

API — a special technical interface provided by Yandex and/or the Partner and ensuring interaction between the Yandex System and the Partner System for the purposes of execution of the Agreement.

Fraud — including, but not limited to (i) spam, invalid requests, invalid Displays or invalid Clicks by any person, query optimization technology, automatic program or similar device, including through Clicks or Displays originating from IP addresses or computers operated by the Partner; (ii) Clicks conditioned on the payment of money, the provision of false information or requests to perform Clicks on Ads or other actions, as well as the Displays received in this manner; (iii) Clicks or Displays, which resulted in the imitation of Targeted Actions on the Advertiser's websites; (iv) intentional or unintentional actions of the Partner related to the use and/or taking advantage of errors, vulnerabilities and/or flaws in the Ad Code, the Partner Interface and/or the Yandex System, if such actions result in harm to Yandex, Advertisers and/or other third parties, including, but not limited to, if as a result the Partner's remuneration will increase disproportionately to the income that Yandex receives through the placement of Advertising on the Partner Resources; (v) Clicks or Displays that are unfair due to other factors determined by Yandex at its discretion.

1.2. The Offer may contain terms not defined in clause 1.1. hereof. Such terms shall be interpreted in accordance with the text of the Offer. In the absence of an unambiguous interpretation of the term in the text of the Offer, one should be guided by the definition of the term as determined: in the first place — by applicable legislation, in the second place — on Yandex resources (including, but not limited to. https://yandex.ru/support, https://yandex.ru/support/partner and https://yandex.ru/adv), in the third place — as established (commonly used) on the Internet.

2. SUBJECT MATTER

2.1. This Agreement relates to the Partner providing various services to Yandex, including those related to the placement of Advertising by Yandex on the Partner Resources. In particular, during the entire term of the Agreement, the Partner shall:

2.1.1. Place the Ad Code on the Partner Resources;

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

2.1.3. If applicable, configure and support the performance of the Partner System, and performs all actions necessary for technical integration and correct software and hardware interaction between the Partner System and Yandex System, including, but not limited to, interaction in accordance with the OpenRTB protocol, Prebid.js library, server-to-server integration;

2.1.4. Ensure the display of Advertising on Advertising Spaces in compliance with the requirements set forth in the Agreement.

2.2. Placement of the Ad Code and/or display of Advertising by other technical means can be carried out on the Partner Resources (including their constituent elements), which are provided by the Partner to Users by means of Yandex software and hardware. These technical means include without limitation any of the following

2.2.1. Yandex provides the Partner with a technical possibility to provide Internet users with access to the Partner's resource (or its particular elements) through the Yandex website(s), its (their) components and services; or

2.2.2. the Partner Resource (or its particular elements) is placed on a software and/or hardware platform provided by Yandex; or

2.2.3. the Partner Resource (or its particular elements) is displayed by technological export of data, content, elements or other components of the Partner Resource to the corresponding service or to the corresponding Yandex website, either through technical integration or by other means.

2.3. An obligatory condition for Partner's provision of Services to Yandex is Partner's acceptance of and compliance with the terms of the following documents, which are an integral part of the Offer:

• «Rules of Participation in the Yandex Advertising Network» (https://yandex.ru/legal/partner) (hereinafter referred to as the Rules of Participation);

• «User Agreement for Yandex Services» (https://yandex.ru/legal/rules) (hereinafter referred to as the User Agreement);

• «Privacy Policy» (https://yandex.ru/legal/confidential);

• «ADFOX Service Access Terms» (https://yandex.ru/legal/adfox_terms) (if applicable);

• «Player Access Conditions» (https://yandex.ru/legal/yan_player_terms) (if applicable);

• «Terms and Conditions for submission of advertising information to the Unified Online Advertising Register» (https://yandex.ru/legal/ord_terms) (hereinafter«Terms of data reporting to Unified Register of online advertising»).

2.4. Services provided to Yandex by the Partner may be related to the placement by Yandex on the Partner's Resources of audience surveys in the Yandex.Surveys online service.

3. ACCEPTANCE OF THE OFFER. TERMS OF AGREEMENT EXECUTION ACCEPTANCE OF THE OFFER

3.1. Acceptance of the Offer shall be deemed to be carried out after the Partner performs all the following actions:

3.1.1. The Partner has created or has an account on Yandex resources, registered in accordance with the procedure stipulated in Section 2 of the User Agreement;

3.1.2. The Partner filled out the registration form (questionnaire), by providing Yandex with up-to-date and accurate information to the extent specified in the registration form, including:

• information about the Partner;

• Partner's contact details;

• Partner's details (including payment details);

• documents to the extent specified in the registration form.

3.1.3. The Partner Resources have been verified (moderated) by Yandex for compliance with the requirements of the Offer and the Rules of Participation and have been approved for the purposes of execution of the Agreement by the Partner, of which the Partner is notified through the Partner Interface. Yandex has the right to re-verify (moderate) the Partner Resources at any time at its sole discretion.

3.1.4. The Partner has accepted terms and conditions of the Offer by putting a "tick" in the box "I have read and agreed with the terms of the Offer" and clicking the button "Submit application for participation" (or similar).

3.2. A Partner with the status of Self-Employed shall start providing Services to Yandex only after the Partner performs all the actions specified in clause 3.1 of the Offer, as well as subject to the following condition:

3.2.1. Yandex confirms to the Partner possibility to render Services to Yandex in the status of Self-employed.

3.2.2. Partner confirms the validity of the special tax regime "Professional Income Tax" within the experiment in accordance with Federal Law No. 422-FZ of 27.11.2018 "On conducting an experiment to establish a special tax regime "Professional income tax", in particular, by entering in the registration form (questionnaire) a phone number that is used by the Self-employed in a mobile application "My tax" for the purposes of applying the special tax regime "Professional Income Tax".

3.2.3. The use of numeric, alphabetic, symbolic or combined codes generated by Yandex and received by the Self-Employed with a message to the phone number entered during registration in accordance with clause 3.2.2 of the Offer. Such codes are the electronic signature key.

3.2.4. Confirmation of the possibility of information exchange between Yandex and the tax authorities, in particular: the Partner confirms by his/her own in the taxpayer's account (or in the "My Tax" application) that he/she works with Yandex as self-employed.

3.3. Yandex has the right to refuse to conclude the Agreement with the Partner in the following cases:

3.3.1. The Partner has not provided and/or provided inaccurate information when filling out the registration form (questionnaire) in accordance with clauses 3.1 — 3.2 of the Offer, as well as the documents specified in the registration form have not been provided and/or not provided in full;

3.3.2. The Partner Resources do not meet the requirements of the Offer and/or the Rules of Participation;

3.3.3. The previous agreement concluded between Yandex and Partner in relation to the subject matter of the Agreement stipulated by the Offer was terminated due to violations of the terms of such agreement by the Partner;

3.3.4. Yandex has previously terminated an Agreement of participation in Yandex Advertising Network in respect of Partner Resource(s) with a third party due to violations of the terms of such Agreement by the said third party.

3.3.5. Parties represent, warrant and undertake before each other to comply with the provisions of Article 18.1 of the Law No. 38-FZ of 13.03.2006 of the Russian Federation "On Advertising" (hereinafter – "Advertising law") and the provisions of the applicable regulations of the Russian Federation governing the accounting and labelling of advertising on the Internet. The Partner hereby instructs and Yandex undertakes to provide information on distributed advertising materials to the unified online advertising register (hereinafter – "UOAR") of the federal executive authority responsible for control and supervision in the field of mass media, mass communications, information technology (hereinafter – "Roskomnadzor") through the advertising data operator (hereinafter – "ADO") in accordance with the procedure and terms established by the current legislation of the Russian Federation in the unchanged form received from the Partner and (or) its counterparty (if applicable) (changes are allowed due to technical requirements only; hereinafter – "Provision of information to the UOAR").

3.3.5.1. The Parties have agreed that the above requirements in terms of confidential information shall be fulfilled through Yandex Advertising Data Operator Limited Liability Company (OGRN 1227700413962; hereinafter referred to as "Yandex ADO") in accordance with the Terms and Conditions for submission of advertising information to the UOAR posted at: https://yandex.ru/legal/ord_terms/?lang=en. For the avoidance of doubt, under no circumstances Yandex is responsible for the actions or omissions of Yandex ADO, UOAR and (or) Roskomandzor. In case the Partner has any claims and/or comments on the fulfillment of the requirements provided for in Article 18.1 of the Advertising law, which are the responsibility of Yandex ADO, UOAR and/or Roskomnadzor, the Partner undertakes to send such claims, comments and questions directly to the relevant persons and/or government agencies.

3.3.5.2. For the avoidance of doubt, Yandex assumes no obligation to verify the information provided by the other Party and/or its counterparty (if applicable), and is not responsible for its accuracy, relevance, completeness, compliance with the current legislation of the Russian Federation and the Terms and Conditions for submission of advertising information to the UOAR. At the same time, the Partner undertakes to provide the necessary information in a timely manner and exclusively using the appropriate interface in such a way that Yandex is able to fulfill its obligations in full. This, in particular, means that the Partner guarantees the completeness, reliability, relevance and timeliness of their provision to Yandex of information about the advertising distributed under the Agreement, its advertisers, advertising distributors, advertising system operators and other persons involved in advertising (if applicable), as well as that the Partner has the right to transmit information to Yandex about the specified persons, as well as instruct Yandex to Provide information to the UOAR in the part related to the specified persons (if applicable). The Partner also undertakes to respond to Yandex's requests within 1 (one) calendar day in connection with Yandex receiving requests from Yandex ADO, UOAR and (or) government agencies of the Russian Federation regarding compliance with the requirements provided for in Article 18.1 of the Advertising law..

3.3.6. The Partner agrees that for the purposes of fulfilling the requirements set forth in Article 18.1 Advertising law, the phone number specified by the Partner when creating an account in Yandex ID (https://passport.yandex.com) may be included in the advertising information reported to UOAR.

PROCEDURE FOR USING THE PARTNER INTERFACE

3.4. For the purposes of execution of the Agreement, Yandex shall provide the Partner with access to the Partner Interface, and:

3.4.1. The information available through the Partner Interface shall be the Confidential Information of the Parties;

3.4.2. Access to the Partner Interface, and access to the Partner Interface shall be carried out using the Partner's unique login and password, which the Partner shall define independently;

3.4.3. All actions performed using the Partner's login and password in the Partner Interface shall be recognized as performed by the Partner. The Partner shall be solely responsible for the security of the login and password and undertakes to take measures to ensure their confidentiality. Yandex shall not be liable for unauthorized access of third parties to the Partner Interface carried out using the Partner's login and password.

3.5. The list of the Partner's Resources shall be agreed upon by the Parties on a mandatory basis. Approval of each Partner Resource shall be made by placing an application through the Partner Interface and its verification (moderation) by Yandex. Information about the status of each Partner Resource (approved/rejected) will also be posted in the Partner Interface.

3.6. When providing the Services, in particular when installing the Ad Code, setting up the Advertising Spaces, as well as during technical integration between the Partner System and the Yandex System, the Partner shall comply with the technical requirements and rules, about which Yandex may notify the Partner in the Partner Interface, by e-mail and/or in the reference information published at https://yandex.ru/support/partner.

RIGHTS AND OBLIGATIONS OF THE PARTIES

3.7. The Partner undertakes:

3.7.1. Not to interfere in the process of placing Advertising, including not to place on the Partner's Resources any information that may affect the perception of Advertising by Users, or calls to make Clicks on Ads.

3.7.2. To grant Yandex the right to access, index and cache the Partner's Resources or any part thereof, including through automated means owned by Yandex.

3.7.3. To take commercially reasonable measures aimed at increasing the popularity of the Partner Resources among Users, including, but not limited to, increasing the number of Users of the Partner Resources.

3.7.4. Not to carry out any actions leading to Fraud either independently, or with the involvement of third parties, manually and/or using relevant programs, scripts, code, but not limited to the specified.

3.7.5. Not to use the Ad Code except for the purposes of execution of the Agreemen.

3.7.6. Unless otherwise provided by the Agreement, not to perform any actions that lead to any changes in the placed Advertising and/or consequences of Users' clicks on the Ads, including, but not limited to, not to overlay the Advertising or part thereof with the content of the Partner Resources, not to overlay the content of the Partner Resources with the Advertising or part thereof (except for cases when Yandex has agreed upon such actions), not to change hyperlink addresses contained in the Advertising, not to prevent Users from accessing web pages (websites) of Advertisers;

3.7.7. Not to change the parameters of Advertising Spaces in a way that will significantly reduce the visibility of Advertising, including, but not limited to, not to place Advertising Spaces at the bottom of the web pages or mobile application pages of the Partner Resources, or in other parts of the Partner Resources that are difficult to access or rarely visited under normal user scenarios of interaction of Users with the Partner Resources.

3.7.8. Not to change any characteristics of Partner Resources, their content, elements or other components, resulting in non-compliance of the format of Advertising Spaces with the requirements of the terms of the Agreement, as well as complicating the interaction provided for in clause 2.2 of the Offer. If the Partner changes the subject matter of any of the Partner's Resources, it is obliged to notify Yandex thereof on the day the changes are made.

3.7.9. To take all necessary measures to ensure that the Ad Code belonging to the Partner (if applicable), the Partner System (if applicable), and the Partner Resources are able to function uninterruptedly and error-free, subject to reasonable interruptions for technical maintenance, of which the Partner undertakes to notify Yandex in advance.

3.7.10. To notify Yandex immediately of any emergency interruptions and errors in the operation of the Partner's Ad Code (if applicable), the Partner System (if applicable), and the Partner Resources, if such emergency interruptions and errors may affect the Partner's proper execution of the terms of the Agreement.

3.7.11 For the purposes of placing, Displays and/or tracking Users' Clicks on Ads (but not limited to the above), cookies may be enabled in the browser (or other program used by the User to access Partner Resources) and/or other means of tracking user activity may be used that allow Yandex to obtain information about Displays, Clicks, Target Actions of Users (but not limited to the specified). In this case, the Partner undertakes:

3.7.11.1. To transmit to Yandex information about the means of tracking as part of the call of the Ad Code to display Ads (if applicable).

3.7.11.2. To provide Users with all necessary information about the enabling of cookies and/or the use of other means of tracking user activity, about the use by Yandex of data obtained using cookies and/or when using other means of tracking user activity, as well as, if provided for by applicable laws, the Offer and/or the Rules of Participation — to obtain the proper and informed consent of each User for the activation of cookies and/or the use of other means of tracking user activity, as well as the use of data obtained by Yandex with their help.

3.7.12 For the purposes specified in paragraph 3.7.11.2 of the Offer, the Partner undertakes to post on the Partner Resources a clearly marked and easily accessible privacy policy (or other similar document), which will contain all the information specified in paragraph 3.7.11.2 of the Offer, as well as information about the User's management of cookies and/or other means of tracking User activity via User's device (including but not limited to "Do not track" options in web-browsers).

3.7.13. The Partner is obliged to notify Yandex immediately in cases where the Partner's resource is blocked by the provider, hosting provider, the Federal Service for Supervision of Communications, Information Technology and Mass Media with an indication of the reasons for the blocking.

3.7.14. During the Test Period, to comply with all requirements and conditions of the Offer and the Rules of Participation, provided for the fulfillment of the terms of the Agreement by the Partner.

3.7.15. Starting to use the ADFOX Service or its any functions, the Partner is deemed to have accepted the Terms https://yandex.ru/legal/adfox_terms in full, without any reservations and exceptions, regardless of whether the Offer has been accepted or not.

3.8. The Partner has the right:

3.8.1. To send Yandex a reasonable request to terminate or suspend the placement of such Advertising until Yandex settles disputes with third parties in the event that the content or placement of Advertising contradicts the requirements of applicable laws, or has entailed or may entail claims for violation of the legal rights of third parties.

3.8.2. (relevant to the Self-employed). The Self-employed have the right to engage Yandex as an authorized operator of an electronic platform within the experiment in accordance with Federal Law No. 422-FZ of 27.11.2018 "On conducting an experiment to establish a special tax regime "Professional Income Tax"" to submit information about the performed calculations to the tax authority, generate a receipt and ensure its transfer to Yandex. At the same time, control over the submission of information about the performed calculations to the tax authority, the formation of a receipt and ensuring its transfer to Yandex is carried out by the Self-employed on his/her own with the “My Tax” mobile application.

3.8.3. As part of the execution of the terms of the Agreement for the purposes of placing Advertising, the Partner has the right to use the search results of the Yandex search engine in XML format for placement on the Partner's Resources by sending automatic XML search queries to the Yandex search engine and receiving the results of processing such queries at: http://xmlsearch.yandex.ru/xmlsearch, http://xmlsearch.yandex.com/xmlsearch, http://xmlsearch.yandex.com.tr/xmlsearchwith mandatory compliance with the technical requirements and conditions of such use, established by the Terms and Conditions of Participation, as well as the Yandex.XML Service License (https://yandex.ru/legal/xml). In this case, the Partner undertakes not to use the search results of the Yandex search engine for any purpose, in any way or manner not stipulated by the Offer and the Rules of Participation, and not to provide third parties with the opportunity to send automatic XML queries and receive search results.

3.9. Yandex has the right:

3.9.1. to refuse to place Advertising on any of the Partner Resources, including, but not limited to, due to Partner's violation of the terms of the Agreement, in case Yandex receives claims and/or complaints from advertisers or other third parties that any of the Partner Resources does not comply with the provisions of laws and/or requirements of the Agreement, due to low efficiency of placement of Advertising on any of the Partner Resources, as well as in case of other non-compliance of the Partner Resources with the requirements of the Offer and/or the Rules of Participation without explanation, notifying the Partner of such refusal by e-mail and/or through the Partner Interface.

3.9.2. to refuse to place Advertising on any of the Partner Resources if the Partner has not performed the actions necessary for the Acceptance of the Offer after the expiration of 2 (two) consecutive calendar months of the Test Period or if the balance of the account of the Partner within the Test period reaches 10 000 Russian Rubles or 100 EUR or 150 USD (depending on the currency of payment chosen by the Partner) whichever is earlier.

To terminate interaction with the Partner and refuse to conclude the Agreement on the terms of the Offer if, after the expiration of 12 (twelve) consecutive calendar months of the Test Period, the Partner has not performed the actions necessary for the Acceptance of the Offer.

3.9.3. To make changes to the design, display method and/or appearance of Advertising placed on Advertising Spaces at its sole discretion, both as part of experiments and on a permanent basis. Wherever applicable, Yandex will notify the Partner of such changes and/or of the corresponding experiments.

3.9.4. (relevant to the Self-employed). If, based on the results of the audit, Yandex becomes aware of the Partner's loss of the right to apply a special tax regime within the experiment in accordance with Federal Law No. 422-FZ of 27.11.2018 "On conducting an experiment to establish a special tax regime "Professional Income Tax", Yandex has the right to change the Partner's tax status without additional notification to the Partner. In this case, the Partner continues to provide Services to Yandex without the status of Self-employed.

3.9.5. To mention the Partner in presentations and marketing materials of Yandex without obtaining a special consent from the Partner.

3.9.6. To perform the check of the documents and information provided by the Partner when filling out the registration form in accordance with clause 3.1.2. of the Offer for up to 30 (thirty) days from the date of occurrence of the event specified in clause 3.1.4 of the Offer. To request information confirming the accuracy of the data provided by the Partner. The full list of documents to be provided by the Partner is indicated in the registration form (questionnaire), as well as in the Partner Interface.

3.10. Solely for the purpose of execution of the Agreement, the Parties grant to each other a non-exclusive, non-sublicensable, worldwide and for the duration of the exclusive right (but in any case for a period not exceeding the duration of the Agreement) license to use the Ad Code (depending on which Party owns the rights to the Ad Code), Yandex System and Partner System, by any means that do not violate the terms of the Agreement, including technical requirements regarding the use of any of the above, and the provisions of applicable laws. Revocation of the above-described license can be effected only by termination of the Agreement.

3.11. Information and documents under the Agreement shall be exchanged by the Parties through the Partner Interface, by e-mail, by mail, by couriers. Unless otherwise expressly provided in the Offer, any notice shall be deemed to have been duly given if sent by email. The notice shall be deemed received by the Party: if sent by e-mail — on the next business day after sending; if sent by mail — on the date specified in the acknowledgment of receipt; if sent by courier — on the date of delivery; if sent through the Partner Interface — on the date the notice is posted. In the case of information exchange through the Partner Interface, familiarization with the information in the Partner Interface is within the control and responsibility of the Partner, who must independently monitor the appearance and change of information, notifications and documents contained in the Partner Interface.

4. REMUNERATION AND SETTLEMENT PROCEDURE

4.1. Yandex shall pay a remuneration to the Partner for Partner’s provision of Services under Agreement. In all cases the amount of remuneration to be paid to the Partner shall be determined in accordance with Yandex Statistical exclusively.

4.2. The Parties have agreed on the following procedure for calculation of the amount of the Partner’s remuneration:

4.2.1. the Partner’s remuneration for one calendar month equals to ten (10) Russian Rubles.

4.2.2. The Parties have the right to revise the amount of remuneration specified above by approval of new amount of remuneration in the Act of Services acceptance for the Reporting Period (hereafter – the “Act”), which shall be formed according to the procedure specified in clause 4.3. below.

4.3. The Parties agreed on the following procedure for delivery and acceptance of Services under the Agreement:

4.3.1. for partners - residents of the Russian Federation (as defined according to the currency legislation of the Russian Federation):

4.3.1.1. In the event the Partner is a natural person, an individual entrepreneur or a legal entity whose Services are not subject to VAT:

Within seven (7) business days after the end of the Reporting Period Yandex shall form and issue a unilateral Act that states the amount of the Partner’s remuneration and place it in the Partner Interface.

Within ten (10) business days after the issuance of the Act the Partner shall familiarize himself with it and, in case of any objections, send Yandex a motivated written (including by e-mail) refusal to approve the Act. In the event that within the specified period Yandex does not receive Partner’s motivated written refusal to approve the Act, the latter shall be deemed approved by the Parties, and the cost of Services, if being revised in this Act, shall be deemed agreed. Such Act shall be treated as the basis for settlements, and further claims under this Act are not accepted by Yandex.

4.3.1.2. In the event the Partner is an individual entrepreneur or a legal entity whose Services are subject to VAT:

Within seven (7) business days after the end of the Reporting Period Yandex shall form and issue an Act that states the amount of the Partner’s remuneration and place it in the Partner Interface as well as send to the Partner by e-mail. The Partner agrees that a copy of the text of the Act placed in the Partner Interface will be used by the Parties in the process of Services acceptance until the Act in original is received.

Within ten (10) business days after the issuance of the Act the Partner shall familiarize himself with it and send to Yandex by e-mail the Act signed by the Partner together with VAT invoice. At the same time the Partner shall send by post (or with the courier) the Act signed by the Partner in two (2) wet copies together with VAT invoice. Or the Partner may send Yandex a motivated written (including by e-mail) refusal to approve the Act.

After Yandex receives the Act it shall sign the Act from its side and submit to the Partner one of wet copies by post (or with the courier).

4.3.2. for partners - non-residents of the Russian Federation (as defined according to the currency legislation of the Russian Federation):

4.3.2.1. In the event the Partner is a natural person, an individual entrepreneur or a legal entity:

Within seven (7) business days after the end of the Reporting Period Yandex shall form and issue an Act that states the amount of the Partner’s remuneration and place it in the Partner Interface and(or) send it to the Partner by e-mail. The Partner agrees that a copy of the Act placed in the Partner Interface or sent by e-mail will be used by the Parties in the process of Services acceptance until the Act in original is received.

Within ten (10) business days after the issuance of the Act the Partner shall familiarize himself with it and, in case of any objections, send Yandex a motivated written (including by e-mail) refusal to approve the Act. In the event that within the specified period Yandex does not receive Partner’s motivated written refusal to approve the Act, the latter shall be deemed approved by the Parties, and the cost of Services, if being revised in this Act, shall be deemed agreed. Such Act shall be treated as the basis for settlements, and further claims under this Act are not accepted by Yandex.

4.4. The accrual and payment of the Partner’s remuneration shall be made on the basis of the Act for the Reporting Period subject to all the following conditions:

4.4.1. the total cost of the Services rendered during the Reporting Period is not less than three thousand (3 000) Russian Rubles, not including VAT (if applicable) - for partners - residents of the Russian Federation (as defined according to the currency legislation of the Russian Federation); one hundred (100) Euro or one hundred and fifty (150) USD (depending of the currency chosen in the Partner Interface) - for partners - non-residents of the Russian Federation (as defined according to the currency legislation of the Russian Federation).

The total cost of Services is calculated by summing up the cost of Services rendered by the Partner in each particular calendar month when the Partner provided Services under the Agreement.

4.4.2. The Partner has provided up-to-date, reliable information in accordance with clause 3.1.2 of the Offer and to the extent specified in the registration form.

4.4.3. The amount of the remuneration of the Partner for the first Reporting Period after the Offer acceptance shall be calculated including the Partner’s balance account accrued within the Test period and at the moment of Offer acceptance.

4.5. For partners - residents of the Russian Federation (as defined according to the currency legislation of the Russian Federation): all taxes, duties, other fees or mandatory payments stipulated by the legislation of the Russian Federation, as well as bank commissions are paid by the Partner independently at his own expense, and the amount of remuneration is not subject to adjusting.

If applicable, the cost of Services shall not include VAT, which shall be charged in excess of the specified amount at the rate established by the Tax Code of the Russian Federation.

4.5.1. For partners - non-residents of the Russian Federation (as defined according to the currency legislation of the Russian Federation): the Partner's remuneration and other amounts due under the Agreement shall include all applicable taxes, fees, duties and other mandatory payments levied in accordance with the tax legislation of the Partner's country (if any). The Partner's remuneration shall be paid by Yandex in full and without withholding any taxes, fees, duties and/or other payments payable in accordance with the tax legislation of the Russian Federation.

For partners – non-residents of the Russian Federation (as defined according to the currency legislation of the Russian Federation), being an individual entrepreneur or a legal entity, Yandex, acting as a Partner's tax agent, shall charge Russian VAT in excess of the Partner's remuneration in the amount and in accordance with the tax legislation of the Russian Federation and transfer it to the budget of the Russian Federation.

4.5.2. For Partners who are natural person and a resident of the Russian Federation (as defined according to the currency legislation of the Russian Federation (save for the Self-employed): according to the Tax Code of the Russian Federation, Yandex shall calculate personal income tax and insurance premiums and transfer them to the budget of the Russian Federation in accordance with the procedure and conditions provided for by the tax legislation of the Russian Federation. At the same time, personal income tax will be deducted by Yandex from the cost of Services specified in the Partner Interface and the Act when paying remuneration to the Partner.

4.6. Provided that the Partner fulfills its obligations specified in clause 4.4 of the Offer, Yandex shall pay the accrued remuneration for each Reporting Period within the following term:

4.6.1. within twenty (20) business days form the end of the Reporting period on the basis on the Act for this Period - in the event the Partner is a resident of the Russian Federation (as defined according to the currency legislation of the Russian Federation) and a natural person, an individual entrepreneur or a legal entity registered in the Russian Federation whose Services are not subject to VAT.

4.6.2. within ten (10) business days from the day Yandex receives by e-mail the Act signed by the Partner together with VAT invoice, subject to the Partner has submitted wet copies of the Acts for each preceding Reporting Period - in the event the Partner is a resident of the Russian Federation (as defined according to the currency legislation of the Russian Federation) an individual entrepreneur or a legal entity registered in the Russian Federation whose Services are subject to VAT.

4.6.3. within twenty (20) business days form the end of the Reporting period on the basis on the Act for this Period - in the event the Partner is a non-resident of the Russian Federation (as defined according to the currency legislation of the Russian Federation).

4.7. For partners - residents of the Russian Federation (as defined according to the currency legislation of the Russian Federation): all settlements under the Agreement shall be made in the Russian Rubles.

For partners – non-residents of the Russian Federation (as defined according to the currency legislation of the Russian Federation): all settlements under the Agreement shall be made in the currency chosen by the Partner in the Partner Interface during the registration.

The currency of settlements shall be specified in Acts.

Yandex's obligation to pay the Partner's remuneration shall be considered fulfilled once the amount has been debited from Yandex bank account. Payment shall be made by transferring the appropriate amount to the details specified by the Partner in the Partner interface.

4.8. Unless otherwise specified in the Offer, a change in the amount of accrued Partner's remuneration is possible only by an additional written agreement of the Parties. Without prejudice to the foregoing, Yandex has the right to revise the accrued amount of remuneration based on the results of the Reporting Period, as well as an unlimited number of previous Reporting Periods as a result of an audit of Clicks, Displays and Target Actions, if the results of such an audit reveal fraudulent (unfair) Displays, Clicks or Target Actions performed either by the Partner in violation of clauses 3.7.1 and 3.7.4 of the Offer, or by any third party within one or an unlimited number of previous Reporting Periods.

4.9. (relevant to the Self-employed). If the Partner loses the status of Self-Employed, including in connection with exceeding the income limit of two million four hundred thousand (2,400,000) rubles, and continues to provide Services to Yandex without the status of Self-Employed, the accrual and payment of remuneration is made in accordance with clause 4.5.2 of the Offer.

4.10. The Partner agrees that in case of breach by the Partner of the provisions of clause 3.8.2. of the Offer and/or actions (acts of omission) Partner, which results in violation of the requirements of the tax legislation of the Russian Federation, legislation on cash register equipment, as well as if such actions (acts of omission) are aimed at abuse of the rights provided for in clause 3.8.2. of the Offer, Yandex shall be entitled to suspend any payments to the Partner (including payment of remuneration), as well as to suspend the accrual of such payments from the moment when Yandex became aware of the violations by the Partner, actions (acts of omission) specified in this clause. Yandex shall resume payments, as well as accrual of remuneration, from the moment of settlement of violations, as well as the cease and desist the corresponding actions (acts of omission) by the Partner.

4.11. In accordance with Federal Law No. 27-FZ of April 1, 1996 "On individual (personalized) accounting in the compulsory pension insurance system", Yandex shall provide on a daily basis information about a natural person (for residents of the Russian Federation, as defined according to the currency legislation of the Russian Federation) to the Pension Fund of the Russian Federation, namely: the insurance number of an individual personal account; surname, first name and patronymic; taxpayer identification number (if the policyholder has data on the taxpayer identification number of the insured person)

The Partner - natural persons acknowledges and agrees that rendering Services under the Agreement may affect the possibility of receiving various social payments (pensions, allowances, subsidies, etc.) if such payments are subject to absence of job, taking into account that the performance of obligations under civil contracts (which includes the Agreement) and/or receiving remuneration under such contracts, regardless of the amount, may be recognized as job for the purposes of receiving such payments. Prior to the conclusion of the Agreement, one is recommended to clarify with the administrative authorities or organizations used to assign or provide him with payments whether payments will be kept if he/she commences to receive remuneration under the Agreement.

4.12. For the purposes hereof Yandex Statistical Data and remuneration payable to the Partner may be indicated, exclusively for informational purposes, in the Partner Interface in the currency chosen by the Partner and converted from Russian Rubles to the selected currency at the rate of the Central Bank of the RF on the date of the corresponding Click or Display.

5. WARRANTIES

5.1. Except for the warranties expressly stated in the text of the Offer Yandex makes no other express or implied warranties and expressly disclaims warranties or conditions regarding non-infringement of rights or expectations related to the Services or attainability of certain Partner's purposes, including, but not limited to, the amount of remuneration expected by the Partner for the provision of Services, the operability of the Yandex System, Partner Interface and/or Ad Code.

5.2. Partner represents and warrants to Yandex that:

5.2.1. the Partner has the appropriate legal status and capacity to conclude and execute the Agreement, and the provision of Services by the Partner does not contradict the provisions of applicable laws, or the obligations of the Partner to third parties, and that the Services in no way constitute a violation of the rights and legitimate interests of third parties;

5.2.1.1. the Partner-foreign citizen provides Services only outside the territory of the Russian Federation;

5.2.2. the Partner owns the Partner Resources legally and/or has the right to use them in accordance with the terms of the Offer, and also bears full responsibility for the content, code and/or any other information posted by the Partner on the Partner Resources.

5.2.3. The Partner Resources will comply with the requirements of the Offer and the Rules of Participation during the entire term of the Agreement.

5.2.4. the Partner has provided Yandex with valid and reliable information, including personal data, contact information and other data provided for in the Offer when performing the Acceptance of the Offer, as well as when executing the Agreement.

5.2.5. the Partner has fully read the Offer, the Rules of Participation, fully understands the subject matter of the Offer and the Agreement, fully understands the meaning and consequences of its actions on the conclusion and execution of the Agreement.

5.2.6. The placement or use of cookies by Yandex and/or the use of other means of tracking user activity does not contradict the provisions of the legislation governing its relationship with Users, or that it has taken all necessary actions provided for by such legislation to grant Yandex the right to enable cookies and/or use other means of tracking user activity, as well as to use data obtained with their help.

6. LIABILITY AND LIMITATION OF LIABILITY

6.1. Under no circumstances shall either Party be liable under the Agreement for: (i) indirect losses and/or lost profits by the Party or third parties, regardless of the ability of the other Party to foresee the possibility of such losses; (ii) force majeure circumstances (hereinafter referred to as “Force Majeure”).

6.1.1. Force Majeure includes all events which did not exist (or which the Parties could not foresee) at the date of the Agreement, which are beyond the control of either Party, and the occurrence and impact of which cannot be prevented by means and methods that in a particular situation may reasonably be required or expected, and as a result (for the reason) of which the Agreement cannot be executed in accordance with its terms and conditions. Force Majeure includes the following events: fires, earthquakes, floods and other natural disasters, epidemics and pandemics, man-made accidents, strikes (except for strikes of employees of any of the Parties), the imposition of sanctions by state authorities of any of the countries against a Party to the Agreement, actions of state authorities (except for actions caused by a violation of the requirements of applicable laws by a Party to the Agreement), significant changes in applicable laws, accidents, failures and other disruptions in the operation of the Internet, communication service providers, data centers, power outages, but not limited to the above.

6.1.2. The Party for which it has become impossible to execute the Agreement as a result of Force Majeure shall immediately notify the other Party of the nature of Force Majeure preventing the execution of the Agreement in writing, with the copies of the relevant documents attached.

6.1.3. For the duration of Force Majeure, the Parties shall be released from liability for improper execution of the Agreement.

6.1.4. If the period of Force Majeure exceeds 6 (six) months, each of the Parties has the right to terminate the Agreement, and the Partner has the right to demand payment for the Services actually rendered, but not paid for.

6.2. All disputes arising as a result of placement of Advertising, including claims of third parties whose interests are violated as a result of such placement, as well as proceedings initiated by courts or authorized state bodies, are resolved by and at the expense of Yandex, provided the Partner observes the following conditions:

6.2.1. The Partner shall notify Yandex immediately, but in any case not later than three (3) business days of receipt by the Partner of the relevant claim, court order, notice, summons, as well as the document issued by the authorized state body;

6.2.2. The Partner shall provide Yandex with copies of the relevant claim, court order, notice, summons, document issued by an authorized state body, as well as other information requested by Yandex and reasonably necessary for Yandex to settle the relevant claims or proceedings;

6.2.3. The grounds for filing a claim and/or initiating proceedings did not arise as a result of the Partner's actions.

6.3. The aggregate amount of Yandex's liability under the Agreement, including the amount of penalties and/or recoverable damages from a claim or lawsuits regarding the Agreement or its execution, is limited to 10% of the cost of Services under the Agreement for the period of one (1) calendar year preceding the date of occurrence of the corresponding Yandex liability.

6.4. In case of repeated violations of the terms of payment under the Agreement, the Partner may require Yandex to pay a fine of 0.1% of the outstanding amount for each day of delay, but not more than 10% of the outstanding amount.

6.5. In case of violation by the Partner of the requirements of clauses 3.7.1, 3.7.5, 3.7.6, 3.7.11.2, 3.7.12 of the Offer, the warranties specified in clause 5 of the Offer or the requirements of the Rules of Participation, Yandex has the right to withdraw from the Agreement unilaterally out of court and/or immediately terminate the Agreement unilaterally out of court. In this case, the Services in respect of which Yandex has recognized such a violation, are considered as not provided by the Partner and are not subject to payment by Yandex. In this case, the Agreement is considered terminated from the moment Yandex sends a notice of termination of the Agreement by e-mail.

6.6. If the provision of Services by the Partner under the Agreement results in a claim, action, lawsuit by a third party and/or an order by state or municipal authorities to Yandex related to violation of third parties’ rights and/or applicable legislation as a result of the provision of Services by the Partner under the Agreement, the Partner shall immediately, upon Yandex's request, provide it with all requested information related to the provision of the Services, assist Yandex in settling such claims, lawsuits and/or orders, as well as in accordance with Article 406.1. of the Civil Code of the Russian Federation, shall compensate all Yandex losses defined as damages (including court costs, amounts of damages paid in favor of third parties, compensations and/or amounts of paid fines) incurred by Yandex as a result of such claims, actions, lawsuits and/or orders, as well as those related to additional tax charges, refusal to refund taxes and/or bringing Yandex to tax liability in terms of relations between Yandex and the Partner in connection with the conclusion, execution or termination of the Agreement and in connection with circumstances that were beyond the direct control of Yandex. In particular, such circumstances may include: non-payment of taxes and fees by the Partner, failure to submit to the tax authorities tax returns, statements and other documents, tax evasion, understatement of the taxation base, appointment of nominee employees (including the position of the sole executive body), admission of a situation in which the documents of the Partner and/or its counterparties (including Subcontractors) include persons who later refuse to confirm their relationship with the Partner or counterparty (including Subcontractor), failure by the Partner to observe due diligence in selecting third parties to perform its obligations under the Agreement (including Subcontractors), violation of the form and content of documents (failure to sign or signing by an unauthorized employee of the Partner, failure to affix a seal or affixing a fake seal when the use of a seal is mandatory for the Partner) and other circumstances that create adverse tax effects for Yandex due to the actions of the Partner and/or its counterparties (including Subcontractors).

6.6.1. The Parties have agreed that the amount of Yandex's losses to be compensated upon the occurrence of a ground for compensation shall be deemed equal to the amount of Yandex's losses confirmed by a court decision or a competent state/municipal authority that has entered into force, or a settlement agreement approved by a court decision, including, but not limited to:

• amounts of losses, compensations and/or fines paid in favor of third parties;

• amounts of additional taxes, payments or fees, as well as fines and penalties, compensations and other payments in favor of state/municipal bodies;

• legal and other expenses incurred by Yandex to protect its rights and interests in connection with the occurrence of the circumstances specified in clause 6.6 of the Agreement, including expenses for legal and consulting services.

7. DURATION AND AMENDMENTS TO THE TERMS OF THE OFFER AND THE AGREEMENT

7.1. The Offer shall come into force from the date specified in the "Effective Date" above and shall remain valid until revoked by Yandex.

7.2. Yandex reserves the right at any time and at its sole discretion to make amendments and supplements to the Offer and/or withdraw the Offer, as well as to make amendments and supplements to the Rules of Participation. If Yandex makes amendments to the Offer and/or the Rules of Participation, such amendments shall become effective at the moment of publishing of the amended text of the Offer and/or Rules of Participation online, unless a different effective date for such amendments is specified at the time of publication thereof.

7.3. The Partner acknowledges and agrees that amendments to the Offer and/or the Rules of Participation entail such amendments to the Agreement, and such amendments to the Agreement shall take effect simultaneously with the amendments to the Offer and/or the Rules of Participation.

7.4. If the Partner does not agree with the amendments made by Yandex to the Offer and/or the Rules of Participation, the Partner has the right to terminate the Agreement in accordance with the procedure provided for in the Offer.

7.5. The Agreement shall become effective upon Acceptance of the Offer and shall remain in effect until terminated as provided by the Offer and/or applicable legislation.

8. TERMINATION

8.1. The Agreement may be terminated:

8.1.1. upon agreement of the Parties at any time;;

8.1.2. by Yandex with immediate effect by sending a written notice (by e-mail) to the Partner:

• in case of violation of the terms of the Agreement by the Partner;

• in case of violation by the Partner of the Rules of Participation, «ADFOX Service Access Terms» (https://yandex.ru/legal/adfox_terms) (if applicable), «Player Access Conditions» (https://yandex.ru/legal/yan_player_terms) (if applicable), other terms and conditions stipulated by the Offer and documents that are an integral part thereof.

8.1.3. by either Party after sending the other Party a prior written notice (by e-mail) five (5) business days before the expected date of termination;

8.1.4. on other grounds specified in the Offer and/or the provisions of applicable laws.

8.2. The obligations of the Parties under the Agreement, which by their nature must remain valid (including, but not limited to, obligations relating to confidentiality, payment procedure, use of information, protection of personal data), shall remain valid after termination of the Agreement.

8.3. Termination of the Agreement for any reason shall not release the Parties from liability for violation of the terms and conditions of the Agreement arising during its validity period.

8.4. 8.4. The Agreement may be terminated immediately through written notification by Yandex (via e-mail) to the Partner if the Services were not provided by the Partner to Yandex within six (6) consecutive calendar months.

9. CONFIDENTIALITY

9.1. The Parties agree to keep confidential and treat as confidential all information received by one Party from the other Party in the course of execution of the Agreement and designated by the transmitting Party as confidential information of such transmitting Party (hereinafter referred to as “Confidential Information”). The Parties undertake not to disclose such information by any means whatsoever to any third party without the prior written consent of the transmitting Party.

9.2. Each Party will take all necessary measures to protect Confidential Information with at least the same degree of care as it protects its own confidential information. Access to Confidential Information will be provided only to those employees of each Party who reasonably need it to perform their job duties related to the execution of the Agreement. Each Party will obligate such of its employees to accept the same obligations with respect to Confidential Information as those imposed by the Offer on the relevant Party. If any Yandex Confidential Information is to be provided by the Partner to an authorized state body and/or court, the Partner shall notify Yandex of such provision in advance, or in the shortest possible time after providing such information.

9.3. Confidential Information shall always remain the property of the transmitting Party and shall not be copied or otherwise reproduced without the prior written consent of such transmitting Party, unless required for purposes of execution of the Agreement.

9.4. The obligation to protect and keep private the Confidential Information of the disclosing Party shall not apply to information that:

9.4.1. at the time of the disclosure was or has been in the public domain, otherwise than as a result of a breach by the Receiving Party; or

9.4.2. becomes known to the receiving Party from a source other than the disclosing Party, without the receiving Party violating the terms and conditions of the Agreement, which can be evidenced by documents sufficient to prove that the source of receipt of the Confidential Information is a third party; or

9.4.3. was known to the receiving Party prior to its disclosure under the Agreement, as evidenced by documents sufficient to establish the fact of possession of Confidential Information; or

9.4.4. has been disclosed with the written permission of the disclosing Party.

9.5. The obligation to maintain confidentiality of Confidential Information shall take effect upon disclosure of such information and shall remain in effect for a period of three (3) years after termination of the Agreement.

10. MISCELLANEOUS

10.1. The Offer and the Agreement, the conclusion and performance of the Agreement shall be governed by the legislation of the Russian Federation. The disputes regarding the conclusion, performance and interpretation of the Agreement shall be resolved through negotiations between the Parties. Before the dispute is submitted to the court, the Parties must comply with the claim procedure for dispute settlement. If the dispute is not resolved through claim procedure, it is subject to thejurisdiction of the Arbitration Court of Moscow, and if the Partner is a natural person or Self-employed - in the Khamovnichesky District Court of Moscow.

10.2. The Parties hereby agree that the terms of confidentiality in respect of registration data and terms of data protection (including personal data) specified by the Partner at the conclusion of the Agreement do not apply to the use of such data by Yandex for the purposes of payment of the remuneration.

10.3. If one or more of the terms hereof are declared invalid for any reason, such invalidity shall not affect the validity of any other terms of the Offer, which shall remain in full force and effect.

10.4. The Parties shall promptly notify each other of all changes in their legal and mailing addresses, legal status and bank details if such changes may affect the execution of the Agreement.

10.5. The Partner with the status of Self-Employed gives his consent to the transfer and processing of personal data by YANDEX LLC and the tax authority by any means provided for in paragraph 3 of Article 3 of Federal Law No. 152-FZ of 27.07.2006 "On Personal Data", for the purpose of concluding and executing a Agreement, as well as for the purpose of fulfilling by Yandex the requirements of the legislation, regulating the relationship of organizations and the tax authority with the Self-employed, during the term of the Agreement and within five (5) years after its termination.

10.6. The rights and obligations of a Party under the Agreement or any substantial part thereof may be assigned and/or subcontracted by the Partner to a third party subject to prior approval by Yandex. The rights and obligations of Yandex under the Agreement, the entire Agreement or any substantial part thereof may be assigned and/or subcontracted by Yandex to third parties without any approval from the other Party. Yandex will notify the Partner prior to the assignment of any right or obligation under the Agreement at least five (5) days before the assignment date. The Partner shall be entitled to terminate the Agreement in accordance with the procedure provided for in the Offer in case the Partner does not agree with the assignment.

11. ANTI-CORRUPTION CLAUSE

11.1. YANDEX and Yandex Group companies are committed to the highest standards of business ethics in all activities. Yandex and Yandex Group companies expect their contractors to abide by the principles of business conduct set out in the Yandex Group Supplier Code of Conduct. A copy of the Yandex Group Supplier Code of Conduct is available in the corporate section of the Yandex portal at:

https://company-docs.s3.yandex.net/procurement/docs/Supplier_Code_ENG_2021.pdf.

11.2. The Parties adhere to the applicable anti-corruption laws.

The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments.

The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes.

This clause constitutes representations material for the Parties. The Parties rely on these representations when entering this Contract.

Either Party may unilaterally withdraw from the Contract in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Contract shall be terminated upon 10 calendar days from the date of the receipt of such written notice by the Party.

If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing.

The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause:

To notify Yandex: https://yandex.hotline.b1.ru

To notify the Partner: e-mail indicated during registration in Partner Interface.

12. YANDEX DETAILS

Name: YANDEX LLC

Place of business: 16 Lva Tolstogo st., Moscow, 119021, Russia

Postal address: 82 Sadovnicheskaya str., bld.2, Business Center "Aurora", entrance No. 6, Moscow, 115035

Registration number: 1027700229193

Tax number: 7736207543 / KPP: 997750001

Contact form: https://yandex.ru/support/partner2/support.html

Previous version of the document: https://yandex.ru/legal/yan_service_offer/27122023

Previous version of the document: https://yandex.ru/legal/yan_service_offer/17072023

Previous version of the document: https://yandex.ru/legal/yan_service_offer/02022023

Previous version of the document: https://yandex.ru/legal/yan_service_offer/29122022