Offering

for the conclusion of a contract for the provision of advertising services on a fee-for-service basis

г. Moscow

This offer is an offer Limited Liability Company “SPARTA”, hereinafter referred to as the “Customer”, represented by General Director Grigory Alekseevich Karpov, acting on the basis of the Charter on the one hand addressed to any Legal Entities, Individual Entrepreneurs, as well as individuals with self-employed status, hereinafter referred to as the “Contractor”, jointly referred to as the “Parties”, to enter into a contract for the provision of services on the terms and conditions set out in this offer. The person who has accepted the offer shall be considered as the Contractor who has entered into contractual relations with the Customer on the terms and conditions set out below:

BASIC DEFINITIONS USED IN THE CONTRACT

1.1 For the purposes of this Agreement, the following definitions shall be used by the Parties:

1.2 System – the Customer’s Internet advertising and audit management system.

1.3 Website – an information resource in the Internet having a unique URL address and representing a set of interconnected web pages united by thematic feature, and intended for publishing information in the Internet.

1.4 A web page is an independent component of a website, a separate document on the Internet, created on the basis of the HTML language, identified by a unique URL and containing information (text, graphics, audio and video files).

1.5. Advertising and Information Module (AIM) – a static (with a non-changing image) or animated, graphic or text-graphic rectangular, square or other form of information block placed on web pages in the Internet and containing a code of transition (hypertext link) to the Customer’s clients’ websites.

1.6 Advertising and Information Module Layout – a sample of the Customer’s clients’ advertising and information module ready for placement on the Internet.

1.7. Lead – performance by an Internet user of an action determined in advance by the Customer on the Customer’s clients’ websites where the Customer has placed a control pixel (request for additional information, registration on the website, filling in a questionnaire, etc.). The fact that the user has performed a lead is determined by special control pixels placed on the web pages of the Customer’s customers’ websites. Characteristics and conditions of placement and fulfillment of leads are defined in the Customer’s Internet advertising management and audit system.

1.8. Statistical data – a detailed report on placement of RIM of the Customer’s clients and fulfillment of leads on the Customer’s clients’ websites on the Internet, with information on the volume of services rendered, provided on the basis of the Customer’s Internet advertising management and audit system.

1.9. Control Pixel – a program counter of the Customer’s Internet advertising management and audit system.

1.10. Parameters of placement of RIM of the Customer’s clients and realization of leads – conditions and procedure of determination of users’ actions on the Customer’s clients’ websites as leads and placement of RIM of the Customer’s clients on the Contractor’s websites, determined on the basis of the Internet advertising management and audit system of the Customer.

Other terms not defined in this article shall be interpreted in accordance with the market practice, as well as the current legislation of the Russian Federation.

In order to comply with the order of Internet Advertising Marking in fulfillment of the requirements stipulated by Article 18.1 of the Federal Law of 13.03.2006 № 38-FZ “On Advertising” (hereinafter – the “Law on Advertising”), the Contractor accepts the terms of this Offer, also accepts and undertakes to comply with the obligations stipulated by the Agreement on the terms of Internet Advertising Marking, posted at the Internet address: Admitad.ru/ord

SUBJECT OF THE AGREEMENT

2.1 Based on the access to the Internet advertising management and audit system provided by the Customer, the Contractor undertakes to render the following services to the Customer on a reimbursable basis:

Carry out placement of the Client’s clients’ RIMs on the Internet on websites at the Client’s discretion.

2.2 The Contract is a framework contract, specific conditions of services rendering are specified, parameters of leads realization, placement of RIM of the Customer’s clients, volumes and terms of services rendering and other essential conditions are agreed by the Parties in the Customer’s Internet advertising management and audit system.

2.3 The Parties have agreed that the Customer’s Internet advertising management and audit system shall be used to record the provision of services under the Agreement, including the implementation of leads, placement of RIM of the Customer’s clients, and processing of statistics, the data of which shall be used to determine the volume of services rendered and to calculate their cost. The Parties agree that any other system of calculating the volume of rendered services, including the implementation of leads and placement of RIM of the Customer’s clients, cannot be an official source of information for calculation.

2.4 When registering in the System, the Executor provides his e-mail address and his details, according to the registration form located on the Customer’s website.

2.5 The Contractor’s entry of the code sent to the e-mail address provided by the Contractor when registering in the Customer’s System in the interface of confirmation of the Offer is the agreement with the terms and conditions of the Offer placed on the Customer’s website and available to the Contractor when registering in the System.

2.6 The date of conclusion of the Contract between the Contractor and the Customer will be considered the date of the Contractor’s registration in the Customer’s System.

2.7. The personal data specified by the Contractor on the site are used by the Contractor in accordance with paragraph 5, paragraph 1, Article 6 of the Federal Law of 27.07.2006, № 152-FZ “On Personal Data” to calculate and pay him monetary remuneration for services rendered under this offer. By registering in the System and accepting the terms of this offer, the Contractor expresses his consent to the processing of personal data of the Contractor, placed in the Personal Cabinet of the Contractor, made with the use and (or) without the use of means of automation. Processing of personal data includes, but is not limited to: collection, recording, systematization, accumulation, storage, clarification (update, change), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data. The consent is granted for the entire period of achievement of the processing purposes and may be withdrawn upon submission of a corresponding application to the Customer.

2.8 Regardless of the place of placement of the text of this offer (specific Internet site), the Parties agree that it will regulate all relations between the Customer and the Client.ошения между Заказчиком и Исполнителем.

RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1 The Contractor undertakes:

3.1.1. on the basis of and in accordance with the Customer’s Internet advertising management and audit system, to ensure the start of placement of the Customer’s clients’ RIMs on Internet resources in the amounts determined by the Contractor at its discretion in accordance with the Customer’s Internet advertising management and audit system;

3.1.2. not to place RIMs of the Customer’s clients on web pages in the Internet containing materials violating generally accepted standards of decency (erotic and pornographic materials), as well as calling citizens to violence, aggression, actions violating the law. If the Executor or the Customer discovers cases of violation of this condition, the Executor shall immediately remove the Customer’s clients’ RIM from such website.

Note: All web-sites, on which RIMs of the Customer’s clients are placed, are subject to mandatory preliminary check by the Customer for compliance with the decency of the content and absence of obvious signs of illegality. The Contractor is notified and agrees that since the Contractor is the administrator (owner) of the web-sites where RIMs of the Customer’s clients are placed, the Customer cannot constantly control the content of the information placed on them, therefore the Contractor is responsible for unconditional fulfillment of restrictions on placement of certain types of information.

3.2 The Contractor has the right:

3.2.1 Refuse to accept the placement of RIMs of the Customer’s clients in case the activity advertised by means of placement of RIMs contradicts the legislation of the Russian Federation, including any signs of improper advertising and (or) clearly does not comply with generally accepted moral and ethical standards;

3.2.2. to engage third parties, including advertising distributors, for rendering services (performing works) under this Agreement, remaining liable to the Customer for the actions of such third parties, including for non-performance or improper performance of their duties related to the execution of this Agreement. After the beginning of cooperation between the Contractor and the Customer on rendering services to the Customer’s clients, the Contractor within 2 (two) calendar years has no right to cooperate with the Customer’s clients on rendering services similar to this Agreement without the Customer’s consent. If the fact of such cooperation is established, the Contractor shall be obliged to pay a fine to the Customer in the amount determined by the Customer independently.

3.2.3. in case of untimely payment for the services by the Customer to refuse to place RIMs of the Customer’s clients through the Customer’s Internet advertising management and audit system until the debt for the previous periods is paid off;

3.2.4. to terminate the Agreement unilaterally out of court in case of material breach of the terms of the Agreement by the Customer. A material breach of the Agreement terms by the Customer shall be recognized as:

delay in payment for services for more than 20 working days compared to the terms established by the Customer’s Internet advertising management and audit system;

repeated detection by the Contractor, during the term of validity of the Agreement, the fact of absence of control pixel on the Customer’s clients’ websites.

The Contractor shall unilaterally terminate the Contract by sending a written notice to the Customer 3 (three) calendar days prior to the expected date of refusal to fulfill the Contract.

3.2.5. in case of pixel inoperability within a day from the date of detection, the Contractor shall unilaterally suspend the provision of services until all the following are clarifiedобстоятельств неработоспособности контрольного пикселя.

3.3 The Customer undertakes:

3.3.1. Appoint a responsible authorized representative to solve current issues related to the provision of services under the Contract;

3.3.2. timely and fully pay for the Contractor’s services in accordance with the data of the Internet advertising management system and the Customer’s audit;

3.3.3. timely provide the Executor with all information and materials necessary for execution of this Agreement, corresponding to the current legislation of the Russian Federation.

3.3.4. immediately inform the Contractor by e-mail about all changes in the Customer’s Internet advertising management and audit system;

3.3.5. ensure the availability of the control pixel on the Customer’s clients’ websites in accordance with the Customer’s Internet advertising management and audit system during the period of fulfillment of obligations under the Agreement and not to take any actions leading to its inoperability and or improper functioning, including by changing its program code or HTML code of the web page on which the control pixel is placed.

3.3.6. immediately notify the Contractor of any actions that lead to inoperability of the reference pixel, as well as of any operations with its program code.

Note: the Customer is notified and agrees that in case of deletion/blocking of the control pixel operability the Contractor shall not be liable for the quality of rendering services under the Contract, including the reliability of the service rendering report.

3.4 The Customer shall have the right:

3.4.1. during the term of the Contract to submit proposals to the Contractor for the provision of services through the Customer’s Internet advertising and audit management system. By agreement of the Parties, the proposals may be adjusted;

3.4.2. to receive information on the statistics of services rendering;

3.5. the Parties shall also have other rights and bear obligations arising from this Agreement.

COST OF SERVICES AND SETTLEMENT PROCEDURE

4.1 Prices and tariffs for the services rendered by the Contractor under this Agreement shall be set by the Parties in the Customer’s Internet advertising management and audit system. The total cost of the Contractor’s services for the reporting period is fixed in the Acceptance Certificate.

Note: The reporting period under the Agreement is 1 (one) calendar month.

4.2 The Customer shall pay the cost of the Contractor’s services in the following order:

• 100% of the cost of services rendered by the Contractor shall be paid by the Customer within 10 working days from the date of receipt by the Customer of the original invoice and acceptance certificate for the past reporting period;

4.3 Payment for the Contractor’s services shall be made by non-cash transfer of funds to the Contractor’s settlement account. The moment of payment is the day of receipt of funds on the settlement account of the Contractor.

4.4 The Contractor shall provide the Customer with the Service Acceptance Certificate for the relevant calendar month on a monthly basis, not later than 10 working days after the end of the calendar month. The Customer within 10 (ten) working days from the date of receipt of the Acceptance Act shall send the signed Act or a reasoned written refusal to sign it to the Contractor. In case the Customer fails to fulfill this condition, the Contractor’s obligations to the Customer under this Agreement shall be deemed fulfilled in full and duly executed, and acceptance certificates shall be deemed duly executed.

LIABILITY OF THE PARTIES

5.1 For non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties shall be liable in the manner prescribed by the Russian legislation. The Parties have established that in case of breach of obligations under this Agreement, which caused losses to one of the Parties, only real damage shall be compensated.

5.2 In connection with the use of computer and other equipment, communication channels and (or) computer programs belonging to third parties, the Parties agree that the Parties hereunder shall not be liable for any delays, interruptions, direct and indirect damage or losses resulting from defects in any electronic or mechanical equipment and (or) computer programs, or due to other objective technological reasons, as well as due to actions or omissions of third parties, problems in data transmission or connection, overloading of data, or any other problems in the process of data transfer.

5.3 The Contractor shall be fully responsible for compliance of the posted information with the legislation of the Russian Federation. 5.3 The Contractor shall be fully responsible for compliance of the posted information with the legislation of the Russian Federation.

6. FORCE MAJEURE CIRCUMSTANCES

6.1 In case of force majeure circumstances preventing the fulfillment of mutual obligations of the Parties under the Agreement, including natural disasters, strikes, governmental restrictions, serious power outages, damage to the server where the placed advertising and information modules are stored or other circumstances beyond the control of the Parties, the fulfillment of the conditions under the Agreement shall be postponed for the duration of these circumstances.

6.2 If such circumstances continue for more than 2 months, each party has the right to refuse further fulfillment of obligations under the Agreement. In this case the Contract shall be deemed terminated and neither Party shall have the right to claim compensation of losses from the other Party.

6.3 The Party, which due to force majeure circumstances is unable to fulfill its contractual obligations, shall immediately notify the other Party of their occurrence and termination. Failure to notify about these circumstances deprives the Party of the right to refer to them in case of breach of obligations under this Agreement.

CONDITIONS OF CONFIDENTIALITY OF THE CONTRACT

7.1 Any information on commercial activities, new solutions and technical knowledge of the other Party received by the Party in the course of execution of this Agreement shall be confidential and shall not be disclosed to third parties without written consent of the other Party.

7.2 Each of the Parties assumes an obligation not to disclose by any means (to make available to any third parties, except for the cases when the third parties have the appropriate authority by virtue of a direct indication of the law) the confidential information of the other Party, to which it gained access at the conclusion of this Agreement and in the course of fulfillment of obligations arising from the Agreement. This obligation shall be fulfilled by the Parties within the term of this Contract and within one year after its termination, unless otherwise agreed.

8. DISPUTE RESOLUTION PROCEDURE

8.1. In case of any disputes related to the fulfillment of this Contract, the Parties shall apply the pre-trial dispute settlement procedure.

8.2 If the Parties are unable to resolve the dispute through negotiations, it shall be referred by the Parties to the Arbitration Court of Moscow.

TERM OF THE AGREEMENT AND OTHER TERMS AND CONDITIONS

9.1 This Agreement is concluded for a term of 1 (one) year and shall come into effect from the date of its signing by the Parties. The Agreement shall be deemed prolonged for each following year, unless either Party announces in writing its intention to terminate the Agreement 30 (thirty) days prior to its expiration.

9.2 The Parties shall have the right to amend and supplement the Agreement by mutual consent. All amendments and additions to the Contract shall be an integral part thereof and shall be valid only if they are executed in writing and signed by both Parties.

9.3. The Parties have established that when executing this Contract, only written correspondence signed by authorized persons shall be official. Documents sent by e-mail are of informational nature. Documents may be exchanged between the Parties using electronic and facsimile communication allowing to reliably identify the person who sent the document, provided that a written copy of the respective document signed by the authorized person is provided.

9.4 This Agreement is made in two copies, one for each of the Parties. Both copies are identical and have equal legal force.

9.5. The Parties undertake to notify each other as soon as possible (not later than 5 days) about changes in their address (location), bank details, telephone numbers (telefaxes), e-mail addresses and change of authorized representatives.

9.6 The termination of the contract shall be formalized by the parties’ agreement on its termination with the attachment of a reconciliation act on payment for the services rendered.

FINAL PROVISIONS

10.1 Unless otherwise provided in the Agreement, notices and other legally significant communications may be sent by the Parties by e-mail or other means of communication, provided that it allows to reliably establish from whom the communication originated and to whom it is addressed. The Parties shall establish the following contact addresses for the exchange of messages by e-mail:

Customer – welcome@admitad.ru

Contractor – e-mail address specified by the Contractor when accepting the terms and conditions of the Agreement (Offer).

10.2 The Parties shall exchange documents in the following ways:

• by using the electronic document management system, the functions of the certification center of which are performed by: for the Customer: JSC PF SKB Kontur (INN 6663003127) (hereinafter: “EDI System”);
• by exchange of physical copies of the documents at the postal (legal addresses) of the Parties.

10.3 The Parties acknowledge the documents in electronic form, signed by the Enhanced Electronic Signature (EES) of the Parties’ authorized representatives and transmitted by the Parties in accordance with this Section of the Agreement, to be in writing and equal to the documents on paper, signed by the handwritten signature of the Parties’ authorized representatives and sealed with the Parties’ seals, if the Parties use a seal (regardless of whether such documents exist on paper or not).

10.4 The Parties recognize that any actions performed by the owner of the electronic signature key certificate shall be deemed to be actions performed on behalf of a Party to this Agreement. The electronic document signed by the electronic signature key certificate shall be deemed signed by the Party in whose name the electronic signature key certificate is registered.

10.5 Application of EDI by the Parties within the framework of this Contract starts from the moment each of the Parties confirms this possibility in writing or by sending an invitation to exchange electronic documents in the EDI system.

The text of this Offer is approved by the General Director of SPARTA LLC November 9, 2023