Offer for publishers

Date of publication: October 31, 2024

Effective date: October 31, 2024

This document ("Offer") is issued by Company. It is an official proposal to enter into a services agreement between you or your company (“Publisher”) and the Company on the terms set out in this present Offer. Company and Publisher (“Parties”).

1. PROCEDURE FOR CONCLUSION OF THE AGREEMENT. ACCEPTANCE OF THE OFFER

1.1. The Agreement, under the conditions of the present Offer (“Agreement”), is concluded between the Parties at the time of the Publisher’s acceptance of all the conditions of the present Offer. Acceptance of the Offer with reservations is not allowed.

1.2. Unless otherwise agreed by the Parties the Publisher accepts the Offer by aggregate performance of the following conditions: (a) by ticking a checkbox to confirm that the Offer was read and the terms are accepted during the process of registering in VK Ad Network, (b) by commencement of the Services (as defined below).

1.3. The specific way in which acceptance of the terms of the Offer is expressed by ticking a checkbox is determined by the interface of VK Ad Network. The Publisher cannot register in VK Ad Network and receive access to the Account without confirming acceptance of the terms of the Offer.

1.4. By accepting the Offer, the Publisher acknowledges and confirms that it has read and fully agreed to the “Terms and Conditions for Publishers” available at https://help.mail.ru/legal/terms/adsvk/partners-doc-terms-for-nonresidents which are an integral part of the present Offer (“Terms”). All terms used in the Agreement, the contents of which are not disclosed, and are used with the meanings specified in the Terms/ Relap Terms.

1.5. In operating the System, the Company processes data as a controller (as such terms are defined in the GDPR) on the terms of the Data Sharing Agreement found at https://legal.my.com/us/mytarget/DSA (“DSA”). Company publishes its privacy practices at: https://legal.my.com/us/mytarget/privacy/ (“Privacy Policy”). The Publisher by using the Company Systems confirms its consent to the Privacy Policy and DSA and shall avoid any act or omission that would violate Company’s Privacy Policy and/or DSA.

1.6. The Offer also regulates the rights and obligations of the Company and the Partner arising in connection with the Partner’s use of the Relap found at: https://relap.io/ and the provision of the services specified in the Relap Terms. If the Partner registers on the Relap, the Partner acknowledges and confirms that, in addition to the Terms specified in clause 1.4. hereof, read and fully agrees with the Terms and conditions of the Relap for publishers found at: https://relap.io/privacy/terms-for-nonresidents (“Relap Terms”). For the avoidance of doubt, the terms of the Offer regarding the use of the Relap apply only to those Partners who have collectively performed the following actions: registered in the Relap, accepted the Relap Terms and accepted the Offer. All terms and conditions not regulated by the Offer in relation to the services specified in clause 2.1.2 hereof are regulated by the Relap Terms.

2. SUBJECT OF THE AGREEMENT

2.1. The Publisher undertakes to provide the Company with the following services:

2.1.1. related to the placement of Advertising materials provided by VK Ad Network on the Publisher Media and/ or

2.1.2. related to the placement of Advertising materials provided by Relap on the Publisher Media ("Services"), in exchange for a remuneration, the amount and procedures of which are determined in accordance with the terms of the Agreement.

2.2. The Parties confirm that VK Ad Network shall be the only facility for them to set the algorithm and conditions for the Services, specified in clause 2.1.1 hereof.

3. PAYMENTS AND SETTLEMENT PROCEDURE

3.1. The Company will pay the Publisher a percentage of the Net Revenue as defined below arising from such Publisher Media for each Reporting period as solely determined by the Company (“Remuneration”). The Remuneration for the services specified in clause 2.1.2. hereof is solely determined by the Company and indicated in the Relap Partner Account on the Relap. “Net Revenue” means the total cost for the Advertising materials placement on the Publisher Media in the Reporting period and minus deductions for the cost of the Services rendered in violation of the Agreement, bad debt, chargebacks and refunds and any taxes (if applicable).

3.2. The Remuneration and the Services rendering period of the Services, provided according to clause 2.1.1. hereof, shall be determined based solely on Statistics data reported in VK Ad Network. If the Remuneration stated in the Statistics section differs from the Remuneration stated in the Finance section, the latter shall prevail. Remuneration, as well as the Reporting period of the services provided in accordance with clause 2.1.2. hereof are determined solely on the basis of Relap Advertising Statistics available through the Relap. The Company shall provide the Publisher a report or will enable the Publisher to access such reports through VK Ad Network, showing the bases for calculating the Remuneration for such Reporting period (“Report”). The Remuneration shall be determined and paid to the Publisher in currency selected by the Publisher when registering in VK Ad Network.

3.3. The Publisher shall invoice the Company according to the Report.

3.4. The Company shall pay the Remuneration within forty-five (45) calendar days after receiving the invoice with the seal and signature of the Publisher by bank transfer to the bank account specified by the Publisher in the Account. If the amount due is less than five hundred (500) of the selected currency according to clause 3.2 hereof, payment of the Remuneration shall be transferred to the following Reporting period until accumulation of the stated threshold amount.

3.5. Each Party shall be responsible for the payment of its own taxes and tax liabilities arising from the Agreement. For the avoidance of doubt, if the Publisher is a resident of United Arab Emirates (UAE), then the payment for the Services is subject to VAT 5%.

3.6. The Company’s obligation to pay the Remuneration shall be considered fulfilled from the moment of debiting the Company’s bank account.

3.7. Unless otherwise specified in the Offer or the Terms or Relap Terms, the amount of the Remuneration may be changed only by an additional written agreement of the Parties. Without detracting from the above, the Company has the right to review the amount of remuneration in current Reporting Period, as well as in unlimited number of previous Reporting periods as a result of an audit of clicks, impressions and actions, if such audit reveal Prohibited Activities or Prohibited Content performed by Publisher or any third parties in violation of sub-clause 2.6.7 and clause 2.7 of the Terms.

3.8. The Partner acknowledges and agrees that the Company accrues and pays the Remuneration for the provision of services provided according to clause 2.1.2. hereof, only if the Partner is registered (has a valid Account) in the VK Ad Network linked to the Relap Partner Account.

If the Partner does not have a valid Account in the VK Ad Network and/or a valid Account in the VK Ad Network is not linked to the Relap Partner Account, the Remuneration for these services is not accrued and paid by the Company, while the Company is released from the obligation to accrue and pay such Remuneration to the Partner, which is not considered as a breach of the Agreement. The Company does not bear any responsibility in case of the consequences specified in this clause.

4. TERM AND TERMINATION. AMENDMENT OF THE AGREEMENT

4.1. The current version of the Agreement is available at https://help.mail.ru/legal/terms/adsvk/partners-doc-offer-for-nonresidents . The Company shall be entitled to add, to delete from or to modify the Agreement (including the Terms and/ or Relap Terms) at any time. The Publisher should look at the Agreement regularly. The changes will become effective immediately after posting with notice to the Publisher through VK Ad Network, Relap or by email or by any other means available.

4.2. If the Publisher disagrees with the new version of the Agreement (including the Terms/ Relap Terms), the Publisher shall notify the Company of its unilateral withdrawal from the Agreement, in writing, within seven (7) calendar days from the date the revised Agreement enters into force. Otherwise, the revised Agreement shall be deemed accepted by the Publisher.

4.3. Either Party shall be entitled to terminate the Agreement subject to the written notice to the other Party in ten (10) calendar days prior to the expected date of termination.

4.4. In case of breach of the Agreement by the Publisher, the Company shall be entitled to unilaterally terminate the Agreement without any compensation to the Publisher for losses resulting from such termination, by notifying the Publisher of the termination by email.

5. MISCELLANEOUS

5.1. Invalidity of any of the provisions of the Agreement shall not cause invalidity of other provisions or the Agreement as a whole.

5.2. The Agreement shall remain valid in case of change of the Parties’ details, amendments to the foundation documents thereof, change of form of incorporation, ownership of one or both Parties.

5.3. In the event of a change in the details or data specified by the Publisher in the Account, the Publisher undertakes to notify the Company within 3 (three) business days by sending an official letter confirming the change in the details, with supporting documents attached. The Company has the right to request the Publisher to provide additional supporting documents, if necessary. The processing of a request to change the details is carried out by the Company within 14 business days. All risks associated with late notification or provision of supporting documents shall be borne by the Publisher.

5.4. The Agreement, its conclusion and performance shall be construed and governed by law of UAE . Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the UAE law. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Dubai, UAE . The language to be used in the arbitral proceedings shall be English.

5.5. All capitalized terms herein shall have the meaning set forth in the Terms.

5.6. The Agreement (including the Terms) together with any Addendums, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings and communications, oral or written, between the parties related to such subject matter (other than any such made fraudulently).

5.7. The Company may transfer, novate and/or assign any of its rights and obligations under this Agreement including the right to demand payment, as well as delegate them to third parties without the Publisher’s consent upon an official email notice to the Publisher.

5.8. Unless otherwise provided herein all notices shall be sent by the Parties via registered mail with delivery confirmation, while respective expenditures shall be paid by a sender. The said documents may be additionally transmitted via e-mail and/or fax.

5.9. The current version of the Agreement is published at https://help.mail.ru/legal/terms/adsvk/partners-doc-offer-for-nonresidents. The changes of the Agreement will become effective immediately after posting, unless otherwise specified by the date of their posting. For the avoidance of doubt, should the Agreement be entered into prior to October 31, 2024 the relations of the Parties shall be governed by the Agreement based on the current version hereof from October 31, 2024.