Appendix No 1

to the Offer for user acquisition to the websites

RULES OF USER ACQUISITION TO THE WEBSITES OK.RU MAIL.RU

1. TERMS AND DEFINITIONS

“Websites”/ “Website” mean  Internet websites including Social Networks, rights for administration of which and/or for placing advertising on which and/or rights foe conclusion of relevant contracts in respect to which belong to the Administrator, that includes www.ok.ru and/or www.mail.ru, as well as mobile versions of the aforementioned sites

«Administrator»- owner of the Websites, specified in legal documents, License agreements of the websites and/or with whom the Contractor has an agreement.

“Social Media” means  multifunctioning websites designed for Users interactive communication between each other with separate software features including Social games. 

“Browser Game” means an interactive online game requiring Users (I) to have access to  Internet and (II) to open relevant Website page in a supported browser.

“Client’s Game” means an interactive online game requiring Users (I) to install the Client Side of the Game on his/her personal computer and (II) to have access to the Internet.

“Social Game” means an interactive online game requiring Users (I) to have access to  Internet, (II) to open relevant Social Media page in a supported bowser and (III) to be a registered user of a Social Network

“Client’s Part of the Game” means software required for the User’s participation in the Client’s Game and to be installed on the User’s personal computer.    Client’s Part of the Game shall be installed by the User on his/her personal computer. Client’s Part of the Game can be distributed by Internet. Client’s Part of the Game distributed by the Internet is provided to Users for free unless otherwise stated.

“Software” means a Browser Game, Client’s Game, Social Game and/or other Applications functioning within the Website with API (Application Program Interface) usage.

“User” means an individual person with access to the Website, using the Software within the Website.

“Application” means a software/interactive service of the Contractor including Social Games with exception of the Contractor program solutions connected with remote sale of goods, services or intellectual property rights results.  

“API” (“Application Program Interface” or “Interface”) means a set of rules and agreements regarding call format and procedure of program solutions interactions.

“Software Usage” means series of actions and intercommunications between the User and/or the Contractor when using Software in accordance with its intend and conditions.

 “Protocol” means a document prepared by the Customer software confirming the Contractor acceptance of this Rules provisions and containing details of the Contractor as well as time and date information of his/her proper connection.  A Protocol can be presented as a written document signed by the Contractor containing the Contractor Software list by means of which the Contractor renders services to the Customer under the Contract.

“User Support” means a range of measures with use of which The Users’ claims are settles through Internet and also errors of the Software and/or the Software Database are swiftly eliminated upon the Users’ requests.

“Users’ Involvement into the Website” means the Users’ access provided by the Contractor via the Website to the Software attractable to the Users, facilitating increase of the Website sessions by the Users as the result of the Software Use, increase of the sessions duration and formation of a positive attitude to the Website. 

“Reporting Period” means one (1) calendar month unless otherwise stated.

“Billing” means a set of the Customer software used for accounting scope of rights provided to the User.

“OK” and “Mailic” mean accounting units of the Contractor services scope regarding Users attraction to the Website.

“Technical support” means a range of works regarding the Software maintenance, update, testing, Software modifications and/or update as well as services on routine monitoring of the Software functioning stability, embedding (installment) of technical securing products used by the Contractor and consultation of the Customer associated with the Software integration and further Contract execution. 

“Account”  means a user account registered by the Contractor on the Website containing the Contractor information.  Account access is given via Personal Cabinet.

“Personal Cabinet” means a closed Website area navigable within the space dedicated to the Contractor with the purpose of studying Statistical Data.  A unique name and password are required to access Personal Cabinet received when registered on the Website by the Contractor.

“Statistical Data” is generated by the Customer upon automated processing results of data regarding the Software Use by the Website Users within Reporting Period, available for the Contractor in the Personal Cabinet.

“Contract” means Offer for user acquisition to the websites (https://legal.my.com/us/social/offer/) and Rules.

2. RIGHTS AND OBLIGATIONS

2.1. The Customer’s rights and obligations:

2.1.1. The Customer shall provide the Contractor with all necessary, full and true information required for maintenance and integration of the Software into the Website.

2.1.2. The Customer shall pay for services rendered by the Contractor in the amount and under procedure established in the Contract concluded between the Parties.

2.1.3. The Customer shall provide technical, managing and other assistance to the Contractor for his/her service implementation.

2.1.4. The Customer shall keep records of the Contractor services by means of Billing.

2.1.5. The Customer shall be entitled to shutdown the Software operation on the Website at any time and/or close access for a third party to the Software as well as exclude the Software from accessible programs list for the Users on the Website.   In case of the Software shutdown due to improper Contract execution by the Contractor’s side, the Contractor shall settle all issues with the Users.  The Customer shall be entitled to close User’s access to the Software when an official reasoned statement regarding software piracy or a court decision on copyright infringement by the Contractor is received. 

2.1.6. The Customer shall agree to notify the Contractor regarding claims of third parties  in connection with violation of copyright or other rights  by the Software and shall be entitled to inform such parties that placement of the Software or provision of access thereto is made by the Contractor (with the Contractor’s name and contact details to be specified).

2.1.7. The Customer shall provide the Contractor with a right to place the Software solely for performance of the Contractor’s obligation under the Contract.

2.1.8. Maintain normal performance of the Applications’ which will provide for increasing the activity of users in observation of the Rules for placing applications in the Odnoklassniki social network (https://apiok.ru/res/files/apps/OK_platform_rules_EN.pdf), the Rules for the placement of applications in social networks "My World" and Odnoklassniki (https://api.mail.ru/apps/rules/) and other relevant terms of the Websites in order to perform its obligations herein. The list of API Applications is determined based on the data of the System..

2.2. The Contractor’s rights and obligations:

2.2.1. The Contractor shall be entitled to involve third parties for the rights or obligations performance under the Contract remaining responsible before the Customer for their actions as for his/her own unless otherwise stated by the Customer.

2.2.2. In accordance with applicable law, the Contractor shall generate and provide all documents publicly available on the Website required to supply full information regarding the Software, User’s Support, the Contractor and/or other parties performing the User’s Support.

2.2.3. The Contractor shall independently provide full hardware maintenance for the Software operation. The Software interruptions when the Contractor is unable to render the Services, including but not limited to technical malfunction, cyberattacks which the Contractor was able to prevent, the Software update, minor and major update installment in total shall not exceed 48 hours a month. The Contractor shall be held liable to the Customer and Users for any failure, the Software malfunction as well as Application interruptions exceeding the term limits of the Software malfunction.

2.2.4. The Contractor shall arrange the User’s Support in compliance with requirements of the applicable law

2.2.5. The Contractor shall independently and at its own expenses compensate material or non-pecuniary damages borne by the User if such damages are the results of the Software Use or its content.   In any case the Customer shall bear no liability for such damages.

2.2.6. If the Contractor Software operation requires a software placement on the Website servers as files or another, the Contractor shall guarantee that such placement respects rights and interests of third party including intellectual rights and applicable law. If the Customer receives claims from third parties connected with placement of aforementioned software or the Contractor’s files on the Website servers, the Contractor shall settle such complaints independently and at his/her own expenses without the Customer involvement. 

2.2.7. The Contractor shall guarantee hereby to the Administrator to provide Application login  authorization on any other platforms of Administrator via ok.ru accounts if the Application is placed on mobile version of ok.ru (m.ok.ru) from the moment of such Application registration in a list of available Applications on mobile version of ok.ru (m.ok.ru).

2.2.8. The Contractor shall place information in the Software subject to be provided under the applicable law including details of the Software locating person, his/her address and contact information, sending and receiving complaint procedure and Software operating procedure.  Such information shall provide the User with opportunity to identify precise type of services, its rendering method, as well as their settlement procedure or other significant conditions of the services.

2.2.9. The Contractor shall confirm his possession of all necessary rights for the Software Use and its provision to the Customer under the Rules hereof within total period of the Software operation on the Website.

2.2.10. The Contractor shall provide all necessary contact information for a third party immediate communication with the Contractor regarding their complaints settlement.

2.2.11. In the event of the Contractor’s preventive maintenance or technical activities including the Software content update leading to the Software interruption, the Contractor shall notify the Users by displaying relative information in the Software or otherwise established by the Website.

2.2.12. Upon the Customer’s demand or on grounds of a third party official request, the Contractor shall provide documents confirming his/her rights for the Software Use and its provision to the Customer including possible authorship agreements, licenses and copyright holder permits.  The Contractor may withhold financial terms of such provided documents.

2.2.13. The Contractor shall guarantee hereby to hold sufficient range of rights under the law and/or the Contract to provide the Customer with the right of Software use in accordance with items 5.1. and 5.2. herein. the Contractor possesses documents verifying such rights.    Upon the Customer’s request, the Contractor shall immediately provide the latter properly notarized documents verifying his/her aforementioned rights.

2.3. In case of posting advertisement on the Software, the Contractor shall comply with following requirements:

If the advertised item is any informational product which must be labeled as informational product  according to the Federal Law “On Protection of Children from Information Harmful to their Health”, the Contractor shall label advertising materials with an information product sign in accordance with its category stipulated in the law.

In case of non-fulfillment or improper fulfillment by the Customer of the aforesaid requirement and if the Customer is brought to administrative liability and an administrative penalty is imposed on the Customer by the competent body due to such non-fulfillment, the Contractor shall reimburse the Customer for the respective losses in full, including compensation for the fines and possible legal expenses paid by the Customer.

2.4. The Contractor shall guarantee that the Software is free from scum ware (computer viruses), remote access objects (Trojan Horse software), installs no additional modules, shortcuts or links except for directly connected to the Software during its operation or setup, makes no alterations in individual setups of the User (such as homepage, auto startup and etc.), sends no personal or technical information of the User without his/her evident consent.

3. THE VALUE OF THE CONTRACTOR’S SERVICES AND REPORTING

3.1. The value of the Contractor’s Services for of acquisition of Users to the Website http://ok.ru is determined depending on the OK spent by the User in the Software “OK” at the rate of the value of one “OK” and equal to 0,4166 Russian rubles, acquisition of Users to the site https://mail.ru is determined depending on the User consumed in the Mailic Software, at the rate of the value of one Mailic and equal to 0,4166 Russian rubles (hereinafter referred to as “Accounting Units”). The Parties acknowledge that the value of Accounting Units may be changed by the decision of the Customer unilaterally, of which the Customer informs the Contractor through the publication of relevant information on the Sites.

If the Customer receives a notification from the Customer's technical partners about the fact of fraud by Users while making payments (fraud), the Customer has right to make an adjustment to the value of the Contractor’s Services and take it into account during the period when such notifications were received.

3.2. The Contractor no later than 5 (five) calendar days from the date of the expiration of the Reporting Period, sends the Certificate and the Invoice.

3.3. The Contractor shall prepare a Certificate in the form specified in Appendix No. 1, in which the information for the specific Reporting period is indicated.

The Certificate and the Invoice drawn up on the basis of these statistics is provided to the Customer in an electronic scanned form and is the basis for the calculations. The electronic form of the documents shall be sent by the Contractor through the Customer’s software.

3.4. In case of discrepancies in the Statistics data and the Billing data, within 3 working days after receipt of the Certificate and the Invoice, the Customer electronically notifies the Contractor of a reasoned and reasonable refusal of the Certificate. In this case, the Contractor has the right to reasoned and reasonable reject the answer received, with written reasons attached. In this case, the Parties undertake to resolve the issues in dispute, make the necessary corrections to the documents and approve them no later than 3 working days from the moment the Contractor receives a reasoned refusal. In the absence of a reasoned refusal, the Certificate and the Invoice shall be deemed accepted, the services for the relevant Reporting period shall be rendered properly. The Contractor undertakes to send the original Certificate and the Invoice before the end of the month following the reporting month.

3.5. Once a month, the Parties calculate the Contractor’s remuneration on the basis of the Customer’s Statistics data, within 5 (five) calendar days from the end of the Reporting period, while the remuneration is paid directly within 60 (sixty) calendar days from end of the relevant Reporting period.

3.6. Payment for the services of the Contractor may be made for in Russian Rubles, US dollars, Euro and Yuan using the currency exchange rate of the Central Bank of the Russian Federation for the last day of a corresponding Reporting Period. Each Party independently calculates and pays all applicable taxes in accordance with the laws of the state of which it is a resident. The Customer includes to and Contractor referres to an invoice specific instructions and information in relation to taxes and currency exchange rates used to calculate fee and/or applicable taxes within the EU and/or any similar guides and regulations in respect of the taxes and currency exchange rates calculations.The Customer includes to and Contractor referres to an invoice specific instructions and information in relation to taxes and currency exchange rates used to calculate fee and/or applicable taxes within the EU and/or any similar guides and regulations in respect of the taxes and currency exchange rates calculations.

3.7. The customer is considered to have fulfilled his obligation to pay from the moment of withdrawal of funds from his current account.

3.8. For the avoidance of doubt, at the end of each calendar year and at the end of the term of the Agreement (its early termination) within thirty (30) days from that date, the Parties may, at the discretion of the Customer, draw up an act of reconciliation of mutual settlements for the final allocation of financial obligations of the Parties .

3.9. Unless otherwise expressly provided for, each Party shall independently bear all values and expenses arising in connection with the performance of its obligations.

3.10. With respect to reports, the Parties acknowledge that the agreed Reconciliation Act of Reconciliation is an exhaustive list of reporting data that the Contractor will require from the Customer in connection with the provision of services.

4. LIABILITY

4.1. Both the Contractor and the Customer shall be liable for failure to perform or improper performance of their obligations hereunder in accordance with applicable law.

4.2. The Contractor shall be held liable for information content and credibility contained in the Software, copyright/neighbor right violation, unsanctioned trademark use, brand, companies name and their logos, as well as for obligations accepted by a third persons regarding the services.

4.3. In case of a complaint from a third person associated with the Software, the Contractor independently and at his/her own cost shall settle such complaints.

4.4. In case the Customer is brought into a litigation through the Contractor’s fault and if the Customer is imposed fines by regulatory bodies in connection with Customer’s performance of its obligations, the Contractor shall reimburse the Customer’s costs occurred in connection with the aforementioned in full, such reimbursement including court and other reasonable expenses.

5. LICENSE

5.1. Subject to Customer's compliance with terms hereof, the Contractor grants a revokable,  perpetual worldwide royalty-free license to a) communicate a Client part of a repsective Game to the general public; and b) to install and use for general entertainment purposes a respective software. The foregoing license is sublicensable to the Administrator and Users only.

5.2. The Contractor retains all rights in Game(-s) not specifically granted hereunder. The Client part of  each Game is licensed, not sold to the Customer.

5.3. The Contractor shall confirm his/her knowledge of the License Agreement’s text and have no objections as to the Customer providing the right for the Software Use to the Users under such License Agreement.

5.4. The Contractor shall provide the Customer with the right for the Software Use without territorial limitations by following methods:

(a) making the Software available for the public in the Internet with access to the Software of any person from any place at any time;

(b) the Software playback including the Client Side of the Game on the server hardware (if such playback is not on the Contractor’s side);

(c) the Software playback including the Client Side of the Game on the server hardware (if such playback is not on the Contractor’s side);

(d) the Software advertisement and promotion by any means without limitation including advertising material post generated with a part (parts) of the Software.

(e) grant the above rights to the Administrator.

5.5. The Software Usage rights according to items  5.1. and 5.2. above shall be provided for 5 years with following automatic prolongation by such period for every calendar year, unless a party of the Contract declare a will for its early termination within 30 calendar days prior to such termination.

5.6. The Customer shall provide no additional reports to the Contractor as to the Software Use, save to the extent of a Certificate described in item  4.3. afore.

5.7. The Contractor shall guarantee hereby that (a) the Contractor is the right holder for the Software (or such right holder is a person additionally specified by the Contractor), (b) providing the Customer with the right of the Software Use according to this section 5 does not and shall not violate any transactions of the Contractor with a third party, (c) the Customer’s and/or the Contractor’s use of the Software under the Contract shall not violate any right of a third person including but not limited to copyright, neighboring right, trademark right and other means of individualization as well as personal non-property right of natural persons. 

6. MISCELLANEOUS

6.1. The current version of the Rules is posted by the Customer on the Internet at: https://legal.my.com/us/social/rules_ok_mail/ .

6.2. Any Party shall be released from its responsibility for failure to perform or improper performance of its obligations in case of force majeure occurrence. Force majeure events shall mean events of extraordinary, unavoidable and unforeseeable nature that preclude or objectively prevent the Parties from performance of the Contract and could not have reasonably been foreseen or prevented by the Parties.

The Party referring to the effect of force majeure shall notify the other Party in writing about the occurrence thereof within five (5) calendar days. If a Party referring to the force majeure has not informed in proper manner the other Party thereof, such referring Party loses the right to refer to such force majeure in case it has not fulfilled its obligations hereunder of has fulfilled them in improper manner.

6.3. The Parties shall not disclose information on the terms and conditions of this Agreement or any other information received by the Parties during the performance of their obligations herein which has potential commercial value for the Parties due to the fact that it is not known to third parties, in particular, present and future research, development, business activities, finances, products, services and technical knowledge (“Confidential Information”) .  Each Party (the “Receiving Party”) shall keep confidential any Confidential Information received from the other Party (the “Disclosing Party”) under or in connection with this Agreement, and shall not, save as specifically permitted, divulge the same to any third party without the prior written consent of the Disclosing Party. The Receiving Party may only use Confidential Information for the purposes of this Agreement.  Access to the Confidential Information shall be restricted to: (i) each Party and its personnel (including in the case of the Customer personnel employed by its affiliated entities) engaged in a use permitted hereby; and (ii) professional legal advisors of the Party. The Parties shall ensure that its employees and advisors are aware of and comply with these obligations as to confidentiality. Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon request by the Disclosing Party, unless the Receiving Party is otherwise allowed to retain such Confidential Information. The obligations of both Parties as to disclosure, confidentiality and the obligation to return Confidential Information shall come into effect on the effective date of this Agreement and shall continue to be in force for a period of one (1) years from the termination of this Agreement.

Each Party shall ensure confidentiality by its employees, auditors, advisors, technical specialists and other persons engaged due to the Contract execution and performance, and shall be held liable for maintenance of confidentiality regarding the received Confidential information. The Contractor shall be entitled to announce, including publicly, the Contract conclusion between the Parties upon written consent of the Customer only and saving its specific conditions undisclosed. The form and contents of such announcement shall be agreed by the Customer in written.

6.4. The Сustomer has the right to unilaterally change the terms of the Rules by posting a new edition on the Website or making changes. Changes take effect from the moment the modified text is posted on the Website at the address: https://legal.my.com/us/social/rules_ok_mail/ . The Contractor undertakes to regularly get acquainted with the new editions and follow the Rules.

The Contractor has the right to disagree with the new terms of the conclusion of the Rules by sending a written notice (refusal) within 3 (three) days from the date of publication of the changes on the Site to the Customer. Non-receipt from the Contractor of a written notice (refusal), as well as any execution of the Rules after the changes come into force, is considered the consent of the Contractor with the new conditions and the conclusion of the Rules on the new conditions.

6.5. In case of receipt by the Customer of a notice (refusal), the concluded Agreement (offer) is considered terminated at the initiative of the Contractor upon the expiration of 10 (ten) calendar days from the date of receipt of the notice (refusal).

6.6. The invalidity of any of the provisions of the Rules does not entail the invalidity of the Rules as a whole.

Appendix No.1 to the Rules

Certificate Form

Certificate for ___________ 20__

Statistical and Billing data for ___________ 20__.

The Contractor:

____________________________________