OFFER AGREEMENT ON RENDERING OF ADVERTISING SERVICES AND PROVISION OF TECHNOLOGIES

This Offer Agreement on Rendering of Advertising Services and Provision of Technologies (hereinafter the «Agreement» or «Offer Agreement») is entered into by and between ALZ Software Limited, duly registered and operating under the laws of England, with its legal address Unit 2.05, 12-18 Hoxton Street, London, UK, N1 6NG, represented by its Managing Director Alexander Azarov (hereinafter the «Contractor») and the person or legal entity accepting the terms and conditions of this public Offer Agreement by means of activation of the «I have read and agree with the terms of the Agreement» checkbox (hereinafter the «Customer»). Acceptance of this Offer Agreement by means of activation of the «I have read and agree with the terms of the Agreement» checkbox below shall mean confirmation of the Customer’s free declaration of intent, aimed at complete and unconditional acceptance of the conditions of this Offer Agreement and all other documents referenced herein, and accession to this Offer Agreement subject to conditions set forth below. For the purposes of this Offer Agreement the Contractor and the Customer are hereinafter jointly referred to as the «Parties» and individually as a «Party».

By accepting the terms of this Offer Agreement, if the Customer is a natural person, the Customer represents and warrants that the Customer is at least 18 (Eighteen) years of age, or, if the Customer is a legal entity, the person accepting the terms of this Offer Agreement on behalf of the Customer has full legal power and authority to bind the Customer as a legal entity to this Offer Agreement and that the Customer as a legal entity agrees to all terms and conditions of the present Offer Agreement.

RECITALS

WHEREAS the Contractor is in the business of rendering and providing, by itself and with help of Sub-Contractors as they are defined herein, certain Advertising Services and Technologies, including software required for rendering and/or provision of such Services and Technologies obtained from Sub-Contractors for its clients — Customers;

WHEREAS the Customer desires to engage the Contractor in order for the Contractor to render and provide, by itself and with help of Sub-Contractors, Advertising Services and Technologies as they are defined herein, rendering and/or provision of which Services and Technologies is required by the Customer with respect to the Advertising Materials as they are defined herein, and perform other actions all as set forth in this Agreement for remuneration paid by the Customer;

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the Parties hereto agree as follows:

DEFINITIONS

The Parties hereby unambiguously agree that for the purposes of this Agreement the definitions given below shall have the following meanings:

«Advertising Services and Technologies and Technologies» (collectively, the «Services and Technologies») shall mean advertising services rendered by the Contractor and/or Sub-Contractors as they are defined herein, aim of which advertising services is advertising of various goods and services of the Customer and/or Customer’s clients, as well as technologies provided as services. The Services and Technologies include, but are not limited to:

  1. placement of Advertising Materials on the virtual space of the Internet websites, inclusive of websites operated by webmasters — members of Sub-Contractors’ partner programs and Contractor’s partners or affiliates in accordance with the model selected by the Customer (cost-per-click, cost-per-action, cost-per-mille);
  2. distribution, public display, making available of, and other dissemination of the Advertising Materials to the general public by means and with help of websites, inclusive of websites operated by Sub-Contractors’ partners — webmasters and Contractor’s partners or affiliates;
  3. distribution of Advertising Materials by other means over the Internet and other telecommunications networks;
  4. other advertising services as may be required by the Customer and/or Customer’s clients;
  5. technologies provided as services, allowing the Customer to independently place on the Internet Advertising Materials using the AdLabs Media Network Platform and the software of website aggregators, operators of webmaster partner networks and Internet traffic exchanges.

«Advertising Materials» shall mean advertising materials, including but not limited to, advertising materials in the form of text, graphic and text-and-graphic blocks, as well as any other interactive advertising materials designated for placement and display on, and making available to the general public by means and with help of, the Internet, relating to goods or services of the Customer and/or Customer’s clients, that contain hypertext links to web pages or websites containing information on or offering for sale the relevant goods or services of the Customer and/or Customer’s client;

«Billing System» shall mean a proprietary billing system integrated into the AdLabs Media Network Platform, designed and designated for accounting of (a) instances of selection and approval of Services and Technologies by the Customer in interactive mode and approval of the terms for their rendering and/or provision within the AdLabs Media Network Platform, (b) instances of use of the AdLabs Media Network Platform by the Customer,  price of the Services and Technologies payable by the Customer.

«Credit Limit» shall mean a specific credit limit that the Contractor may offer to the Customer with respect to payment of fees for the Services and Technologies. The Credit Limit is in each case defined and established by the Contractor for relevant Services and Technologies, and its amount is indicated within Customer’s personal account within the AdLabs Media Network Platform.

«AdLabs Media Network Platform» or «Platform» shall mean the Technology in the form of the proprietary software and technology platform duly licensed to the Contractor and available to be accessed and used by the Customer on the terms of this Agreement via the unique URL address http://medianet. adlabsnetworks. com. The Contractor acts as an authorized licensee and operator of the Platform. All interactions between the Parties are carried our exclusively via the AdLabs Media Network Platform.

«Sub-Contractors» shall mean third parties to be engaged by the Contractor for the purposes of rendering and/or provision the Services and Technologies to the Customer hereunder. The Sub-Contractors include, but are not limited to:

  1. Contractor’s licensors who grant the Contractor the rights to use particular software products required for rendering and/or provision of the Services and Technologies hereunder, including but not limited to the AdLabs Media Network Platform;
  2. website aggregators, operators of webmaster partner networks and Internet traffic exchanges that provide technologies for placement of Advertising Materials on pages of Internet sites of participants of such networks and exchanges by the Customer him/her/itself;
  3. other third parties engagement of which is required or desirable for due provision of Services and Technologies to the Customer, which third parties may include, inter alia, webmasters and telecommunications services providers and mobile network carriers (in cases where applicable).

  1. SUBJECT OF OFFER AGREEMENT

    1. The Customer hereby engages and authorizes the Contractor, and the Contractor hereby undertakes to render and provide to the Customer, by itself and/or with help of the Sub-Contractors, the Advertising Services and Technologies, and the Customer undertakes to pay the Contractor the price of the Services and Technologies.
    2. The Parties hereby unambiguously agree that the Contractor must perform its obligations under this Agreement in strict accordance with the Customer’s instructions. The instructions may be provided by the Customer to the Contractor via the Customer’s personal profile within the AdLabs Media Network Platform.
    3. The Contractor shall ensure that the Customer is provided with the ability to select the billing and Services and Technologies provision model that is available to the Customer and applicable to the Services and Technologies and the ability to set the desired cost of the Services and Technologies in accordance with the selected model via the Customer’s personal profile within the AdLabs Media Network Platform.

  2. ACCESSING AND USING THE ADLABS MEDIA NETWORK PLATFORM

    1. For due performance of its obligations hereunder the Contractor shall provide the Customer with the ability to access and use the AdLabs Media Network Platform. For the purposes of this Agreement, the Contractor shall ensure that the Customer is provided with the ability to and is allowed to use the AdLabs Media Network Platform for, inter alia, the following purposes:
      1. create and register a personal profile with a personal account within the AdLabs Media Network Platform using a unique login and password;
      2. use the AdLabs Media Network Platform’s functionality for the purposes of setting forth the terms for provision of the Services and Technologies by the Sub-Contractors which are acceptable for the Customer;
      3. use the AdLabs Media Network Platform for the purposes of requesting the Contractor to engage particular Sub-Contractors and their respective partner network members to provide particular Services and Technologies to the Customer;
      4. use the Platform for replenishing Customer’s own personal account with funds and requesting the Contractor via Customer’s personal profile to pay for the Services and Technologies to be provided by the Sub-Contractors;
      5. in cases where applicable, use the AdLabs Media Network Platform for the purposes of creating Advertising Materials;
      6. use the AdLabs Media Network Platform for the purposes of planning, scheduling and performing advertising campaigns; and
      7. otherwise use the AdLabs Media Network Platform in accordance with its designated purpose and available functionality.
    2. The amounts of the prices of the Services and Technologies desired by the Customer shall be set by the Customer itself via Customer’s personal account within the AdLabs Media Network Platform with respect to each particular Service and Technology. Withdrawal of funds from the Customer’s account within the Customer’s personal account within the AdLabs Media Network Platform for the rendered Services and provided Technologies shall be performed in accordance with Section 5 of the Agreement.
    3. Although the AdLabs Media Network Platform is operated by the Contractor, its general technical maintenance is performed by the right holder and licensor of the Platform. The Contractor hereby, to the maximum extent allowed under applicable law, disclaims any and all warranties that may apply to the Platform, including but not limited to warranties regarding functionality and proper, virus free and uninterrupted operation of the AdLabs Media Network Platform at all times.

  3. REQUIREMENTS FOR ADVERTISING MATERIALS

    1. The Customer must at all times conform to the following requirements set forth by the Contractor with respect to the Advertising Materials:
      1. General requirements to the Advertising Materials available at http://legal.adlabsnetworks.com/AdvertiserTerms/; and
      2. Technical requirements to the Advertising Materials, available at http://legal.adlabsnetworks.com/Technical_AMN/.
    2. Violation by the Customer of the General requirements and the Technical requirements established with respect to the Advertising Materials shall constitute a material breach by the Customer of the terms of this Offer Agreement. At that, the Customer agrees that the Contractor may cancel rendering of the Services with respect to such Advertising Materials at any moment at its sole discretion.
    3. The Parties unambiguously agree that the Contractor shall not be liable in any event for the contents of the Advertising Materials of the Customer and their conformance to the General requirements and Technical requirements. All liabilities for the contents of the Advertising Materials, including liabilities before any third parties, shall be borne exclusively by the Customer.

  4. PARTIES’ RIGHTS AND OBLIGATIONS

    1. The Contractor must:
      1. provide the Customer with the ability to use the AdLabs Media Network Platform by the Customer;
      2. no later than 15 (Fifteen) business days as of the end of the relevant Accounting Period as it is defined in Section 6 hereof provide the Customer with reports in the form of excerpts from the Billing System with respect to the Services rendered and Technologies provided to the Customer by providing Contractor’s Reports to the Customer in electronic form via the Customer’s personal profile within the AdLabs Media Network Platform.
      3. in case of engaging Sub-Contractors, pay such Sub-Contractors’ remuneration by itself.
    2. The Contractor has the right to:
      1. engage Sub-Contractors for the purposes of rendering and/or provision of the Services and Technologies by the Sub-Contractors to and for the Customer;
      2. demand from the Customer timely, due and full payment of the prices of the Services and Technologies;
      3. withhold the prices of the Services and Technologies from the amounts with which the Customer replenishes its personal account within the AdLabs Media Network Platform;
      4. unilaterally terminate this Agreement by providing to the Customer the termination notification via the Customer’s personal profile within the AdLabs Media Network Platform no less than 60 (Sixty) calendar days prior to the projected Agreement termination date.
    3. The Customer must:
      1. in advance and in a timely manner replenish own personal account within the AdLabs Media Network Platform with funds required to pay for selected Services and Technologies;
      2. if the Contractor grants to the Customer a Credit Limit, repay the Credit Limit (that is, pay the full price of the Services and Technologies rendered and provided within the scope of the Credit Limit) in accordance with Section 5 of the Agreement;
      3. pay the Contractor the price of the Services and Technologies;
      4. review Contractor’s Reports and inform the Contractor about objections with respect to the Contractor’s Reports via the Customer’s personal profile within the AdLabs Media Network Platform in 10 (Ten) calendar days as of receipt of the relevant Contractor’s Report; and
      5. accept results of Contractor’s actions performed in the performance of its obligations under this Agreement;
      6. observe the General requirements and Technical requirements with respect to the Advertising Materials.
    4. The Customer has the right to:
      1. unilaterally terminate this Agreement by providing to the Contractor the termination notification via the Customer’s personal profile within the AdLabs Media Network Platform no less than 60 (Sixty) calendar days prior to the projected termination date.

  5. PAYMENT FOR SERVICES AND TECHNOLOGIES. CREDIT LIMIT

    1. Price of the Services and Technologies selected by the Customer shall be in each case indicated in Customer’s personal profile in the AdLabs Media Network Platform. In cases where applicable the relevant taxes and collections are indicated in invoices issued to the Customer.
    2. The Customer has the option to select the currency and payment method with respect to the Services and Technologies via Customer’s personal account within the AdLabs Media Network. Depending on the chosen payment method, the following currencies might be available for payment: Russian ruble, US dollar, and euro.
    3. The price of the Services and Technologies shall be in each particular case withheld by the Contractor from the amounts with which the Customer replenishes the Customer’s personal account within the AdLabs Media Network Platform, or is accounted toward the amount of the Credit Limit granted by the Contractor to the Customer with subsequent withholding by the Contractor of such amount. The Parties expressly agree that all such amounts shall be withheld from the Customer’s personal account immediately upon registration by the Billing System of each fact of occurrence of the relevant event relating to the model selected by the Customer (cost-per-click, cost-per-action, cost-per-mille) selected by the Customer. At that, the fact of occurrence of the relevant event relating to the model selected by the Customer shall mean, with respect to each model:
      1. with respect to the cost-per-click model: occurrence of 1 (One) click of an Internet user on the Advertising Materials with subsequent rerouting to the relevant Internet page;
      2. with respect to the cost-per-action model: occurrence of 1 (One) click of an Internet user on the Advertising Materials with subsequent performance of a specific set of actions relating to such Advertising Materials, and the specific set of actions is defined by the Customer itself in the Customer’s personal account within the AdLabs Media Network Platform;
      3. with respect to the cost-per-mille model: 1 (One) instance of display of Advertising Materials via the Internet.
    4. If the Contractor grants to the Customer a Credit Limit the Customer must monthly, no later than 15 (Fifteenth) day of the month following the relevant Reporting Period as it is defined in Section 6 hereto, replenish the Customer’s personal account in the AdLabs Media Network Platform with amounts no less that the price of the Services and Technologies rendered and provided by the Contractor within the relevant Reporting Period within the scope of such Credit Limit. If so required the Contractor may invoice the Customer for payment for such Services and Technologies within the scope of such Credit Limit.
    5. The Parties agree that the Contractor may annul the Credit Limit granted to the Customer at any moment and for any reason.
    6. The Contractor may at any moment request from the Contractor via Personal Profile or e-mail to discharge the negative balance of the Customer’s personal account (the Customer’s unpaid balance, inter alia, unpaid balance under granted Credit Limits) if the Customer fails to pay the price of Services and Technologies in accordance with clause 5.4 of the Agreement. The Parties agree that the Customer must pay the full amount of the unpaid balance within 40 (Forty) calendar days as of the moment the Contractor sends the request to pay the unpaid balance. If the Customer fails to pay the unpaid balance within said timeframe or declines to pay the unpaid balance the Contractor reserves the right to limit or block Customer’s access to the AdLabs Media Network Platform for an indefinite term.

  6. CONTRACTOR’S REPORTS

    1. Contractor’s Reports in the form of excerpts from the Billing System shall be provided to the Customer only in electronic form. Contractor’s Reports shall list all Services and Technologies selected by the Customer with help of the AdLabs Media Network Platform and applicable costs of the Services and Technologies withheld by the Contractor, with respect to the relevant Accounting Period. For the purposes of this Agreement the «Accounting Period» shall mean 1 (One) calendar month.

  7. LIABILITIES

    1. In case of Customer’s failure to replenish the Customer’s personal account within the AdLabs Media Network Platform with amounts required to withhold the price of Services and Technologies, inter alia, rendered and provided within the scope of the Credit Limit granted by the Contractor to the Customer the Contractor may, at its sole discretion, restrict Customer’s access and use of the AdLabs Media Network Platform unless and until the Customer replenishes its account within the AdLabs Media Network Platform with such amounts.
    2. Other liabilities of the Parties for non-performance of their obligations under this Agreement shall be defined under the general rules established by the effective laws of England.

  8. FORCE MAJEURE EVENTS

    1. The Parties are hereby relieved from liability for non-fulfillment or inadequate fulfillment of their contractual duties under this Agreement in cases of force majeure circumstances which directly or indirectly prevent performance of the Agreement, that is, such circumstances which are independent from will of the Parties, could not be foreseen at the moment of execution of the Agreement and that cannot be rectified by reasonable measures once they arise.
    2. The circumstances discussed in clause 8.1 of this Agreement shall include war and military operations, wrongful acts of third parties, uprisings, epidemic outbreaks, earthquakes, floods and other natural disasters, and enactment by government bodies of acts directly influencing the scope of this Agreement and the ability to perform this Agreement by any Party.
    3. The Party suffering the force majeure circumstances must immediately notify the other Party in writing of the arising, type and possible duration of the relevant circumstances. If such Party fails to notify the other Party about the arising of the force majeure circumstances that Party loses the right to refer to such circumstances.
    4. Arising of the circumstances discussed in this Section of the Agreement, considering fulfillment of the requirements of clause 8.3 of this Agreement shall extend the term of performance of contractual obligations under the Agreement by the Party suffering the force majeure circumstances for the period equaling the term of the circumstance that arose plus reasonable term for due performance of contractual obligations by the relevant Party.
    5. If the circumstances discussed in this Section last for more than 2 (Two) months, the Parties shall collectively define their future relationship under this Agreement.

  9. AGREEMENT’S TERM, EFFECT AND TERMINATION

    1. This Agreement is effective as of the moment of acceptance of the terms and conditions of this public Offer Agreement by the Customer by means of activation of the «I have read and agree with the terms of the Agreement» checkbox in full force and effect until its termination by either Party or both Parties in accordance with this Agreement.
    2. Each Party has the right to unilaterally terminate this Agreement by sending a written notification to the other Party by means and with help of the AdLabs Media Network Platform no later than 60 (Sixty) calendar days before the projected date of the Agreement’s termination by the terminating Party.
    3. Upon termination of the Agreement for any reason and by any Party hereto the Customer must pay the Contractor all unpaid amounts of Contractor’s remuneration for the rendered Services and provided Technologies (including those provided within the Credit Limit, if applicable) no later than 30 (Thirty) business days as of the date of termination of the Agreement.
    4. Upon termination of the Agreement for any reason and by any Party hereto the Contractor shall return to the Customer all amounts of advance payments remaining on Customer’s personal account minus amounts of Contractor’s remuneration for rendered, but unpaid for Services and provided, but unpaid for Technologies no later than 30 (Thirty) business days as of the date of termination of the Agreement.
    5. The Contractor may, without providing a warning, terminate the Customer’s access and use of the Adlabs Media Network Platform and close the Customer’s account if Customer’s account remains inactive for a period of 6 or more consecutive months or the expenses on advertising services were less than 300 RUB/ 5 USD within a period of 6 months. If Customer’s account is closed due to inactivity, the Contractor will pay the balance to the Customer if it exceeds the minimum amount 300 RUB/ 5 USD within 30 days of closing the account, according to the details provided by the Customer in the withdrawal request. If the balance does not exceed the minimum amount, it will be canceled. The Contractor is not responsible for incorrect details specified by the Customer.

  10. DISPUTE RESOLUTION

    1. The Parties shall undertake reasonable measures to rectify any controversial issues, disputes or claims arising in the process of performance of this Agreement by negotiations between the Parties.
    2. Upon a receipt of a claim from the other Party the Party receiving the claim shall review the claim and provide to the other Party suggestions concerning rectification of the claim and timeframe for rectification in 14 (Fourteen) calendar days as of receipt of the claim.
    3. If the Parties fail to reach an agreement, all unsettled disputes in connection to this Agreement shall be finally settled by courts of England.

  11. CONFIDENTIAL INFORMATION

    1. The terms of this Agreement are confidential and are not to be disclosed by the Parties.
    2. Each Party considers this Agreement and contents of its provisions, as well as any other information received from the other Party under this Agreement as confidential information. The terms of this Section do not apply to cases where any information:
      1. must be provided to third parties under applicable law;
      2. becomes publicly available through sources other than the Parties or their officials; or
      3. was disclosed by the disclosing Party by virtue of the written authorization of the Party providing the information.
    3. The Parties agree that the terms of this Section shall continue in full force and effect and remain mandatory for the Parties for the full term of this Agreement and for 10 (Ten) years as of termination of this Agreement.
    4. For violation of the confidentiality regime under this Agreement the Party in violation must reimburse to the other Party actual damages suffered by that Party as a result of such violation.

  12. CHANGE OF OWNERSHIP

    1. The Customer will be deemed to have consented to the disclosure to, and use by, a subsequent owner or operator of the AdLabs Media Network Platform, of any information about the Customer, including Customer’s registration details and personal data, contained in the applicable database used by the AdLabs Media Network Platform, to the extent the Contractor assigns its rights and obligations regarding such information in connection with a merger, acquisition, or sale of all or some of the Contractor’s assets, or in connection with a merger, acquisition or sale of all or some assets related to the AdLabs Media Network Platform, to a subsequent owner or operator. In the event of such a merger, acquisition, or sale, Customer’s continued use of the AdLabs Media Network Platform signifies Customers’s agreement to be bound by the offer agreement, terms of use and/or privacy statement of the AdLabs Media Network Platform’s subsequent owner or operator. This provision shall remain in full force and effect notwithstanding any termination of Customer’s use of the Platform.

  13. GENERAL

    1. The Contractor reserves the right to unilaterally change the terms this Offer Agreement at any time. The Customer will be notified of such changes via Customer’s personal profile within the AdLabs Media Network Platform.
    2. The Parties agree that messages containing Customer’s instructions to the Contractor and Contractor’s acknowledgement thereof sent to or from Customer’s account within the AdLabs Media Network Platform shall constitute messages sent in due written form and having evidentiary effect.
    3. This Agreement is governed by and construed in accordance with the laws of England.
    4. This Offer Agreement constitutes the entire agreement between the Contractor and the Customer relating to the subject matter hereof.

  14. DETAILS OF THE CONTRACTOR

ALZ Software Limited

Address:

Unit 2.05, 12-18 Hoxton Street,
London, UK,
N1 6NG