Yandex Advertising Network Terms of Offer

Published: August 25, 2023

Effective date: September 01, 2023

This document constitutes the terms and conditions which apply to all offers made by Air Smart Advertising Solutions FZ-LLC (hereinafter — «Yandex») regarding Yandex Advertising Network. If your Yandex Advertising Network agreement is concluded with Yandex Europe AG, the terms and conditions which apply to your agreement is covered by document that can be found here: https://yandex.com/legal/yan_service_offer. If your Yandex Advertising Network agreement is concluded with Yandex LLC, the terms and conditions which apply to your agreement is covered by document that can be found here: https://yandex.ru/legal/yan_service_offer. If your Yandex Advertising Network agreement is concluded with Tech Services LLC, the terms and conditions which apply to your agreement is covered by document that can be found here: https://yandex.com/legal/yan_service_offer_arm. If your Yandex Advertising Network agreement is concluded with Yandex Advertising LLC, the terms and conditions which apply to your agreement is covered by document that can be found here: https://yandex.by/legal/yan_service_offer. If your Yandex Advertising Network agreement is concluded with Yandex.Kazakhstan LLP, the terms and conditions which apply to your agreement is covered by document that can be found here: https://yandex.kz/legal/yan_service_offer.

1. TERMS AND DEFINITIONS

1.1. For the purposes of this Agreement, the following terms shall have the following meaning:

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 Materials on the Resources that are part of the Yandex Advertising Network, on the Resources of the Partner.

Advertising/Advertising Materials — 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.

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 and is intended to appeal to the Yandex System for the purpose of providing display of Advertising Materials on the Partner Resources.

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

Agreement/Yandex Advertising Network 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.

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.

Click — the User's clicking (click-through) on the hyperlink contained in the Advertising Materials, 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 Advertising Materials in Advertising Spaces.

Electronic Report — has the meaning given to it in Clause 4.1.

Force Majeure Event — an event or circumstance which is beyond the reasonable control of that party and which is: (a) an act of God, flood, drought, earthquake or other natural disaster; (b) an epidemic or pandemic (not including the Covid-19 pandemic); (c) a terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) a nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; and (f) collapse of buildings, fire, explosion or accident, except to the extent that such event or circumstance is caused by: a Party’s own default, misconduct or negligence (or that of its personnel); or events or circumstances that could have been prevented, overcome or mitigated by that Party as a result of exercising reasonable care.

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 Advertising Materials 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 Materials on the Partner Resources; (v) Clicks or Displays that are unfair due to other factors determined by Yandex at its discretion.

Offer — this document “Yandex Advertising Network Terms of Offer” placed on the Internet at https://yandex.com/legal/oferta_yan_ae including all the documents referred to in this document, as may be updated from time to time.

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.

Partner — i) a natural person/individual or ii) a legal entity who carries out the Offer acceptance and owns the Partner Resources legally and/or having the right to use the Partner Resources for the purposes envisaged under this Agreement.

Partner Resources — Resources connected by the Partner to Yandex Advertising Network as permitted by Yandex. In certain cases, including those specified in Clause 2.2. of the Offer, Partner Resources, as well as elements thereof, may be provided by the Partner to Users by means of Yandex software and technical means.

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 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.

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).

Parties — Yandex and Partner.

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).

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.

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.

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 Acceptance of the Offer. Until the moment of Acceptance of the Offer, 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 Acceptance of the Offer, the Test Period is not provided.

User — any person visiting Resources, including Partner Resources.

YAN — Yandex Advertising Network (https://partner.yandex.com), which includes various Resources, along with other advertising networks.

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 Materials on Advertising Spaces (if applicable), as well as for accounting of Yandex Statistical Data.

1.2. The Offer may use terms, not defined in Clause 1.1 of the Offer. 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 laws, in the second place — on Yandex resources (including, but not limited to, https://yandex.com/support, https://yandex.com/support/partner and https://yandex.com/adv), in the third place — as established (commonly used) on the Internet.

2. SUBJECT OF THE AGREEMENT

2.1. This Agreement relates to the provision of the various services by the Partner to Yandex related to placement by Yandex of Advertising Materials in Advertising Spaces 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; and

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

2.1.3. if applicable, configure and support the performance of the Partner System, and perform 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; and

2.1.4. ensure the display of Advertising Materials 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 Materials 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 Users with access to the Partner Resource (or its particular elements) through the Yandex website(s), its (their) components and services; or

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

2.2.3. 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.com/legal/partner_ch) (hereinafter referred to as the Rules of Participation);
• «User Agreement for Yandex Services» (https://yandex.com/legal/rules) (hereinafter referred to as the User Agreement);
• «Privacy Policy» (https://yandex.com/legal/confidential)
• «ADFOX Service Access Terms» (https://yandex.com/legal/adfox_terms_ch) (if applicable);
• «Player Access Conditions» (https://yandex.com/legal/yan_player_terms_ch) (if applicable).

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

3. TERMS AND ORDER OF EXECUTION OF THE AGREEMENT

ACCEPTANCE OF THE OFFER

3.1. Acceptance of the Offer shall be deemed to be carried out after the Partner performs all of 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) at https://partner.yandex.com, 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.

3.1.2.1. for individuals – full name, surname, patronymic (if applicable), registration (postal) address, full bank details, date of birth, e-mail address and mobile phone number;

3.1.2.2. for legal entities – full business name, registered and postal address, full name of a person authorized to enter into the Agreement on behalf of and for the benefit of such legal entity;

and technical details of Partner’s Resources;

3.1.3. the individual Partner has verified its identity by putting a code, which will be sent automatically by Yandex to a telephone number provided by the Partner;

3.1.4. the legal entity Partner has provided, upon Yandex request, a scanned copy of its Certificate of Incorporation or an extract from the Trade Register of the country of residence of such Partner;

3.1.5. 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;

3.1.6. the Partner has duly executed Offer acceptance by putting a tick and clicking at the bottom “agreed” at the end of the registration form.

3.2. At the completion of registration procedure Yandex will review the application (which may take up to 30 business days) and – if such application is granted – Yandex provides the Partner with a registration number (Partner’s registration number) that is specified in the Partner Interface and in the Electronic reports. Yandex has the right to refuse the application of the Partner if the balance of the account of the Partner (notwithstanding its residence) within the Test period is less than: one hundred (100) EUR or one hundred fifty (150) USD (depending on the currency of payment chosen by the Partner) – for Partners who have chosen settlement currency in EUR or USD.

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 if 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 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.

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 shall be carried out using the Partner's unique login and password independently defined by the Partner;

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 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.com/support/partner.

RIGHTS AND LIABILITIES OF THE PARTIES

3.7. The Partner represents, warrants and undertakes:

3.7.1. not to interfere in the process of placing of 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, either manually, or using appropriate 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 Agreement;

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 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. Reasonable interruptions for technical maintenance shall be allowed subject to the Partner’s notifying Yandex of them 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 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:

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

b) 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 to post on the Partner Resources, for the purposes specified in paragraph 3.7.11 (b) of the Offer, a clearly marked and easily accessible privacy policy (or other similar document), which will contain all the information specified in paragraph 3.7.11 (b) 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. to immediately notify Yandex of cases when the Partner Resource is blocked by the provider, hosting provider or the authorized government body indicating of the reasons for the blocking;

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

3.7.15. When Advertising materials displayed on the Partner Resources are geo targeted to the Russian Federation, the Partner appoints, and Yandex undertakes to submit certain data about Advertising in accordance with the procedure provided for in the applicable legislation of the Russian Federation.

The Partner has read and agrees that the information about the Advertising will be submitted in accordance with the Terms of data reporting to Unified Register of online advertising published at: https://yandex.ru/legal/reporting_rules/?lang=en.

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 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. to use, as part of the execution of the terms of the Agreement for the purposes of placing Advertising, the search results of the Yandex search engine in XML format for placement on the Partner 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, subject to 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.com/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 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 terminate interaction with the Partner and refuse to conclude the Agreement on the terms of the Offer if after the expiration of twelve (12) 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. to mention the Partner in presentations and marketing materials of Yandex without obtaining a consent from the Partner;

3.10. Subject always to the Partner complying with the terms and conditions of this Agreement, Yandex hereby:

3.10.1 grants to Partner for the duration of the exclusive right (but in any case for a period not exceeding the duration of the Agreement) a non-exclusive, revocable, non-transferable, non-sublicensable, worldwide license to use the Ad Code (including SDK, if applicable, depending on which Party owns the rights to the Ad Code) and Yandex System by 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 and for the sole purpose of complying with its obligations under this Agreement; and

3.10.2 procures the grant thereof to Partner for the duration of the Agreement, a non-exclusive, revocable, non-transferable, non-sublicensable, worldwide license to reproduce and/or otherwise display the Advertising Materials solely for the purposes outlined in the Agreement.

Revocation of the above-described license shall be effected only by termination of the Agreement.

3.11. The Partner hereby grants, and shall procure the grant thereof to Yandex, a non-exclusive, transferable, sublicensable, worldwide, fully paid-up license to use to use the Ad Code (depending on which Party owns the rights to the Ad Code) and the Partner Resources for Yandex to perform Yandex's obligations hereunder for the duration of the Agreement. Revocation of the above-described license shall be effected only by termination of the Agreement.

4. REMUNERATION AND SETTLEMENT PROCEDURE

4.1. Yandex shall pay a remuneration to the Partner for its provision of Services under the Agreement. Within ten (10) business days after the last day of each accounting period Yandex shall send to the Partner an electronic report that states the amount of remuneration to be paid to the Partner which is determined in accordance with Yandex Statistical data (the “Electronic report”). Yandex shall send the Electronic report by e-mail according to the Clause 11.3. of the Offer.

4.2. Payment of remuneration referred to in Clause 4.1 of the Offer for each Reporting Period shall be made by Yandex based on the Electronic report upon completion of such Reporting Period. Yandex shall pay the remuneration according to the Electronic report within sixty (60) banking days after the Electronic report is sent, by bank transfer to the details of the payment system operator and / or credit institution from those available and meeting requirements of the applicable law, which was specified by the Partner during the registration procedure.

4.3. All settlements under the Agreement shall be made in the currency selected by the Partner when registering at http://partner.yandex.com and defined in accordance with the Yandex rules.

4.4. Any taxes, remunerations and other levies or mandatory payments stipulated by applicable laws shall be paid in full by the Partner at his own expense. The amount of remuneration under the Agreement shall not be adjusted to account for such taxes, fees and other levies.

4.5. Remuneration is subject to payment to the Partner provided that the total amount of remuneration payable for the Services provided in an Reporting Period by the Partner is one hundred (100) EUR or one hundred and fifty (150) USD (depending on the currency of payment chosen by the Partner).

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

4.5.1. The amount of the Partner’s remuneration for the first Reporting Period after the Offer Acceptance shall include the balance accrued within the Test period.

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

4.7. Unless otherwise specified in the Offer, changes to the amount of accrued Partner's remuneration shall be performed 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 for 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 parties during any of previous Reporting Periods.

4.8. Yandex Statistical Data and remuneration payable to the Partner may be indicated in the Partner Interface in the currency chosen by the Partner and converted from rubles to the selected currency at the rate of the Central Bank of the RF on the date of the corresponding Click or Display, but for informational purposes only. For purposes of calculating of remuneration payable to the Partner, remuneration is converted from the rubles of the RF to the currency selected by the Partner in the Partner Interface at the exchange rate set by the Central Bank of the RF on the last day of the Reporting Period for which payment is made or the last day of rendering of Services under the Agreement.

5. WARRANTIES

5.1. Except for the warranties expressly set forth in the Offer Yandex makes no other express warranties and, to the fullest extent permitted under applicable laws, hereby disclaims any implied warranties with respect to its performance of its obligations under the Agreement, including but not limited to:

5.1.1. any implied warranties in connection the performance of the API, the Ad Code, the Partner Interface and/or Yandex System; and

5.1.2. any implied warranties regarding the infringement of third party rights (including intellectual property rights) in connection with the Advertising Materials, the API, the Ad Code, the Partner Interface and/or Yandex System;

5.1.3 any implied warranties that the Advertising Materials comply with applicable laws.

5.2. The Partner acknowledges and agrees that:

5.2.1. any technology, tools, services, software, functionality, materials or information provided by Yandex under the Agreement are provided “as-is” and expressly acknowledges and agrees that Yandex does not warrant that any of the aforementioned will meet the Partner’s requirements or be available, uninterrupted, defect free, error free, and that Yandex will not be liable for the consequences of any interruptions or errors.

5.3. Partner represents and warrants to Yandex that:

5.3.1. 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;

5.3.2. Partner owns 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;

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

5.3.4. Partner has provided Yandex with valid and reliable information, including personal data, contact information and other data required according to the Offer when performing Offer Acceptance, as well as when executing the Agreement;

5.3.5. 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;

5.3.6. 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, and Partner undertakes 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. RESPONSIBILITY AND LIMITATION OF LIABILITY

6.1. Subject always to Clause 6.5 and to the fullest extent permitted under applicable law, under no circumstances shall Yandex be held liable (whether in contract, tort (including negligence), misrepresentation, restitution or any other form of liability) under the Agreement for:

6.1.1. any lost profits, lost business, lost revenue, or any special, incidental, indirect, punitive, or consequential damages, however arising, even if the Parties have knowledge of the possibility of such damages and whether or not such damages are foreseeable;

6.1.2. any losses resulting from the use of, or inability of the Partner to access the Partner Interface for whatever reason; and

6.1.3. any losses suffered in connection the Display of Advertising Materials on the Partner Resources, including: (a) any fines, penalties or other sanctions issued by an authorized government body or court as a result of the Display of such Advertising Materials; (b) any losses suffered as a result of a third party intellectual property rights claim brought against the Partner in connection with the Advertising Materials.

6.2. Subject always to Clause 6.5, the aggregate amount of Yandex's liability under the Agreement, including the of penalties and/or recoverable damages from a claim or lawsuits regarding the Agreement or its performance, 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.

6.3. Parties are not responsible for the partial or total failure to perform obligations under the Agreement, if this failure was due to Force Majeure Event which arose after the conclusion of the Agreement, or if the failure by the Parties under the Agreement was the result of extraordinary events which the Parties could not foresee or prevented by reasonable measures.

6.4. The Partner is fully responsible for a) compliance with all legal requirements when providing the Services under the Agreement (including placing the necessary notes and disclaimers to the Users of Partner Resources, i.e. the use of cookies (http://tune.yandex.ru/adv/?ncrnd=4498) etc.); and b) the validity and reliability of the information specified during registration of the account on Yandex resources and on http://partner.yandex.com.

6.5. Notwithstanding the foregoing, nothing in this Agreement seeks to exclude either Party's liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation or for any other loss which cannot be excluded by applicable laws.

6.6. In case of repeated violations of the terms of payment under the Agreement which are directly and solely caused by Yandex and cannot be attributed (whether in part or whole) to any third parties and/or any events beyond the control of Yandex, the Partner may require Yandex to pay a fine of 0.1% of the outstanding amount for each day of delay, or the maximum rate allowed by law, but not more than 10% of the outstanding amount.

6.7. In case of violation by the Partner of the requirements of paragraphs 3.7.1, 3.7.5, 3.7.6, 3.7.11.2, 3.7.12 of the Offer, including 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 corresponding violation are considered as not provided by the Partner and are not subject to payment by Yandex. The Agreement is considered terminated from the moment Yandex sends a notice of termination of the Agreement by e-mail.

6.8. If the provision of Services by the Partner under the Agreement was the basis for a claim, action, lawsuit of a third party and/or orders from state or municipal authorities to Yandex in connection with the violation of the rights of third parties and/or provisions of applicable law as a result of the provision of Services by the Partner under the Agreement, the Partner shall immediately, upon Yandex's request, provide Yandex with all requested information related to the provision of the Services, assist Yandex in settling such claims, lawsuits and/or orders, and shall compensate all Yandex losses. Such losses shall be defined as losses (including court costs, amounts of damages paid in favor of third parties, compensations and/or amounts of fines paid) 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).

6.8.1. The Parties have agreed that the amount of Yandex's losses to be compensated 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 Сlause 6.8 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 the amended text online, unless a different effective date for such amendments is specified at the time of publishing thereof.

7.3. The Partner acknowledges and agrees that amendments made 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 Offer Acceptance and shall remain in effect until terminated as provided by the Offer and/or applicable law.

8. TERMINATION OF AGREEMENT

8.1. The Agreement may be terminated:

8.1.1. upon mutual 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 Agreement by the Partner;

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

8.1.3. by either Party by sending the other Party a prior written notice (by e-mail) not later than 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 law.

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. The Agreement may be terminated by Yandex with immediate effect by a written notification (via e-mail) to the Partner if the Services are not provided by the Partner to Yandex within 6 (six) consecutive calendar months.

8.5 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.

8.6. The Parties hereby agree that no court order shall be required to give effect to the valid termination or expiry of this Agreement.

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 certified 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. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. The Agreement, its conclusion and performance (including any question regarding the Agreement's existence, validity, interpretation, implementation or termination thereof) and any non-contractual obligations arising out of or connected with it, shall be governed by and construed in accordance with English law.

10.2. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to the Dubai International Arbitration Centre and finally resolved by arbitration under the DIAC Arbitration Rules in force on the date of the submission of the request for arbitration (the “Rules”), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators, to be appointed in accordance with the Rules, shall be one arbitrator. However, if the amount of dispute exceeds US $ 20 000 000 (Twenty million) the tribunal shall consist of three arbitrators. The legal seat of the arbitration shall be Dubai and the language of the arbitration shall be English. The parties undertake and agree that all proceedings conducted with reference to this clause shall be kept strictly confidential and all information disclosed in the course of such proceeding shall be used solely for the purpose of those proceedings.

11. MISCELLANEOUS

11.1. The Parties agree that the provisions of confidentiality and of data protection (including personal data) specified by the Partner during registration at Yandex website and/or at the conclusion of the Agreement do not apply to the use of such data by Yandex for the purposes of Electronic Reports. The data (including personal) and details presented by the Partner shall be specified in the mentioned documents.

11.2. The Partner is obliged to immediately notify Yandex about changes of registered (postal) address, legal status and/or banking details via e-mail together with the copies of certain documents confirming such changes.

11.3. Any notifications, information and document under the Agreement may be sent by one Party to the other Party using the following methods: 1) by e-mail a) if the recipient is the Partner - at the Partner's email address specified during registration on Yandex website from Yandex e-mail address, and b) to the email address of Yandex indicated in Clause 13 below strictly from the email address of the Partner, specified during registration on Yandex website; or 2) through the Partner Interface if the recipient is the Partner; or 3) by fax; or 4) by registered courier with delivery notification; 5) by post with delivery confirmation.

The notice shall be deemed received by the Party: if sent by e-mail — on the next business day after sending; if sent by post — on the date specified in the acknowledgment of receipt (delivery confirmation); if sent by courier or fax — on the date of delivery according to delivery notification; if sent through the Partner Interface — on the date the notice is posted. Familiarization itself with the information in the Partner Interface shall be 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.

11.4. The rights and obligations of a Partner under the Agreement or any part thereof may not be subcontracted to or assigned by the Partner to a third party without Yandex’s prior approval. The Partner expressly and irrevocably consents that (i) the rights and obligations of Yandex under the Agreement, the entire Agreement or any part thereof may be assigned and/or subcontracted by Yandex to third parties without any approval from the Partner; and (ii) upon any such assignment, all rights and obligations of Yandex so assigned shall become rights or obligations of the transferee, and that any rights of Yandex so assigned may be enforced by the transferee against the Partner.

Shall any applicable law require an approval from other party for assignment or transfer of one’s rights and(or) obligations under the Agreement, this clause shall be deemed as such approval by the Partner.

Yandex will notify the Partner prior to the assignment of any right or obligation hereunder at least five (5) days before the assignment date. The Partner is entitled to terminate this Agreement by providing of a written notice (including by e-mail) within (5) days from the notification in case the Partner does not agree with the assignment.

11.5. If one or more provisions hereof shall for any reason appear invalid, void, such invalidity shall not affect the validity of any other provision of the Offer which remain in force.

11.6. The Parties hereby agree that this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

12. ANTI-CORRUPTION CLAUSE

12.1. 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.

12.2. 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:

For anonymous reporting: https://yandex.hotline.b1.ru

For non-anonymous reporting: stop_corruption@yandex-team.com

To notify the Partner: address indicated during registration on Yandex website.

13. YANDEX DETAILS

Name: Air Smart Advertising Solutions FZ-LLC

Location: DMC-BLD05-VD-G00-473, Ground Floor, DMC5,

Dubai Media City, Dubai, United Arab Emirates

e-mail: support@partner.yandex.com