Offer for user acquisition to the website

Russian Federation, St. Petersburg

This offer is an offer of the Limited Liability Company "VKontakte" to conclude a Service Contract (hereinafter — "this Contract") on the conditions set out below.

1. TERMS and DEFINITIONS

1.1. Site VKontakte (Site) a social network known as VKontakte located on the Internet at: vk.com (including all levels of the specified domain, both functioning at the date of conclusion of the Agreement, and launched and put into operation throughout the term of the Agreement) and available to the User through the site, the mobile version of the site, applications and other resources, which is a complex object, the result of intellectual activity in the form of a program for EUM, which is, among other things, the unique base of this VKontakte The social network is represented in an objective form by a set of data and commands, and generated audiovisual displays (including graphic images and user interface included in it), (hereinafter - data and commands), intended for the functioning of computers and mobile devices in order to obtain a certain result in the form of organizing the functionality of the social network. The set of data and commands consists of activated and non-activated data and commands.

1.2. User — an individual, user of the social network VKontakte registered in the prescribed manner on the Site VKontakte who has acquired virtual value in the form of "Voices" and used it in the Application.

1.3. Annex a software product for working with a public API VKontakte which is a website or an autonomous program registered by means of a form https://vk.com/editapp?act=create and having a unique identifier on the Site (API_ID).

1.4. User Interface - interface of access to statistical data on the placement of Applications, including the number of Voices used by Users in the Application, management of the placement of Applications, which, inter alia, provides a functional opportunity for remote interaction of the Parties within the framework of the concluded Agreement.

**1.5.**Voice (Voices) is a virtual value on the Site that grants the right to use non-activated data and commands, provided to the User by the Site Administration on the terms of the License Agreement, the text of which is posted at: https://vk.com/licence . The Parties agree that the Voices are used as a unit of measurement of the volume of Services provided under the Agreement.

1.6. Reporting period - a calendar month in which the volume of Services provided reached 30,000 Votes. In the event that the Reporting Period is more than one calendar month, the day of the provision of services is the last day of the month in which the volume of Services provided amounted to at least 30,000 votes.

2. the OBJECT of the TREATY

2.1. The Contractor undertakes to provide the Customer with services to attract Users through the placement of Applications on the Site, and the Customer undertakes to pay for these services in the amount and in the manner prescribed in this Agreement.

3. RIGHTS and OBLIGATIONS of the PARTIES

3.1. The Contractor undertakes:

3.1.1. In order to fulfill its obligations under this Agreement, to maintain the normal functioning of the Applications, ensuring the involvement of Users, in compliance with the Special Documents of the Customer applicable to the subject of this Agreement and being its integral part, including the Platform Rules, posted on the Site at: https://dev.vk.com/rules the Rules for placing services on the platform VK Mini Apps, located at: https://dev.vk.com/mini-apps-rules . The list of Applications is established according to the VKontakte website..

3.1.2. Ensure the proper performance of the Applications 24 hours a day, 7 days a week, 365 days a year, with the exception of preventive works, about which the Contractor undertakes to notify the Customer at least 1 (one) calendar day before the start of such works.

3.1.3. Provide Users with information and consulting services related to the use of the Applications posted by the Contractor on the Site.

3.1.4. Set the cost of services provided to Users within the framework of the Applications posted by the Contractor and / or its affiliates on the Site, not exceeding the cost of similar services provided within the framework of identical Applications posted by the Contractor on third-party Internet sites (for example, my.mail.ru facebook.com , etc.), expressed in rubles.

3.1.5. The Contractor guarantees that it has all the necessary rights to conclude this Agreement, including the rights to use EUM PROGRAMS, trademarks, brand names and other results of intellectual activity and means of individualization, protected in accordance with international treaties and the legislation of the Russian Federation.

3.1.6. The Contractor guarantees that the form and content of the Applications comply with the requirements of international treaties and the legislation of the Russian Federation.

3.1.7. Due to the fact that from the moment of placing the Applications on the Site, the Contractor becomes the operator of personal data of Users, he undertakes to ensure, in accordance with the requirements of the applicable legislation on personal data, confidentiality and security when processing personal data received in connection with the use of the Applications by Users. The Contractor undertakes to take adequate security measures at both the technological and organizational levels, including the Contractor guarantees that the state of its location is the state that ensures adequate protection of the rights of personal data subjects. In particular, before placing the Applications, the Contractor must approve its own privacy policy for user data and rules for providing services to users / user agreement. If the User’s own data privacy policy and/or rules for the provision of services to users / user agreement are not approved, the Contractor is obliged to use the following documents approved by the Customer and posted on the Site in a public form for the purposes of confidentiality and security of the User’s personal data:

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  Model Data Privacy Policy located at: https://dev.vk.com/privacy-policy (hereinafter referred to as the Data Privacy Policy);

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  Model User Agreement located at: https://dev.vk.com/user-agreement (hereinafter referred to as the Model User Agreement).

The Customer does not give any guarantees regarding the compliance of these standard documents with the requirements of the legislation - the approval of documents regulating relations between the Contractor and Users and corresponding to the requirements of the legislation is in the area of responsibility of the Contractor.

3.1.8. Notify the Customer about any facts of the relationship with the Federal Service for Supervision in the Field of Communications, Information Technologies and Mass Communications in connection with the processing by the Contractor of the personal data of the Users of the VKontakte site (including the submission of notifications about the processing of personal data, detected violations, the provision of other information to the Federal Service for Supervision in the Field of Communications, Information Technologies and Mass Communications, etc.).

3.1.9. Provide reliable information about yourself when placing Applications, as well as bring this information to the attention of Users in the section "Settings". The Contractor shall specify the following information:

For legal entities and individual entrepreneurs: the name, surname, first name and patronymic of the representative, e-mail address, legal and actual addresses, including the country of registration, the taxpayer identification number (INN), a reference to the data privacy policy or the Model Data Privacy Policy (if not approved by its own policy), a reference to the rules for the provision of services to users / user agreement or to the Model User Agreement (if not approved by its own rules).

3.1.10. The Contractor acknowledges that it initiates the placement of Applications on the Site, selects Users of Applications and recipients of information contained in Applications, affects the functional features of the Applications, affects the content and integrity of the information placed in Applications.

3.2. The perpetrator is entitled to:

3.2.1. To request from the Customer in written and electronic form, including using the interface of the VKontakte website, the information necessary to fulfill the obligations under this Agreement.

3.2.2. Carry out periodic preventive work in the Applications.

3.3. The Employer undertakes:

3.3.1. To maintain the proper operation of the Site, as well as to ensure the ability of the Contractor to place Applications on the Site.

3.3.2. Pay the Contractor remuneration in the amount and manner prescribed by this Agreement.

3.3.3. The Customer does not initiate the placement of Applications on the Site, does not choose the Users of Applications and recipients of the information contained in the Applications, does not affect the functional features of the Applications, does not affect the content and integrity of the information posted in the Applications, and also at the time of placement of the Applications by the Contractor does not know and cannot know whether the placement of the Applications violates the legally protected rights and interests of third parties, international treaties and the current legislation of the Russian Federation.

3.4. The employer has the right to:

3.4.1. Unilaterally modify or supplement the Customer’s Special Documents, including the Platform Rules, posted on the Site at: https://dev.vk.com/rules Rules for placing services on the platform VK Mini Apps, located at: https://dev.vk.com/mini-apps-rules . Special documents of the Customer may be changed and / or supplemented by the Customer unilaterally without any special notice by making changes and / or additions to these documents. Special documents of the Customer are open and public documents. The Customer recommends that the Contractor regularly check the terms of the Special Documents for their changes and / or additions. Continuation of the placement of Applications on the Site without any special notification of the Customer after making changes and / or additions to the Customer's Special Documents means the acceptance and consent of the Contractor with such changes and / or additions.

3.4.2. Unilaterally change the amount of the Executor's remuneration rate specified in p. 4.6 of this Agreement. The Customer is obliged to notify the Contractor about future changes specified in this paragraph through the User Interface at least 10 (ten) calendar days before the entry into force of such changes. The Contractor has the right, within 10 (ten) calendar days from the date of receipt of the Customer's notification, to refuse to accept changes by sending a corresponding written notice to the Customer. The changes are considered to have entered into force, and the Agreement is accordingly amended after 10 (ten) calendar days from the date of receipt by the Contractor of the notification of the Customer through the User Interface, provided that the Customer does not receive the written refusal of the Contractor to accept the changes within the prescribed period. In case of refusal of the Contractor to accept changes, this Agreement is considered terminated after 10 (ten) calendar days from the date of receipt by the Customer of the notification of the Contractor, in this case the placement of the Application is terminated.

3.4.3. At any time, request from the Contractor copies of the constituent documents and other information about the Contractor. The Contractor is obliged to provide the Customer with documents in the form and terms specified in the relevant request of the Customer. In case of non-submission of documents, the Customer has the right to temporarily block the functioning of the Contractor's Applications until the documents are submitted.

3.4.4. By its own forces to verify compliance by the Contractor (including its affiliates) with the obligation provided for in paragraph 1. 3.1.4 of this Agreement, by monitoring the existing Internet sites where the Contractor's Applications are located or can be located.

3.4.5. To check the Applications placed on the Site to verify their compliance with the technical parameters, requirements of this Agreement, Special documents of the Customer and the legislation of the Russian Federation, as well as the general policy of the Site both before the placement of the Application and at any time after the start of the placement of the Application. The Customer reserves the right to refuse the Contractor to place, suspend or terminate the placement on the basis of the results of the inspection without explaining the reasons, including in case of non-compliance of the Application with the requirements of this Agreement. In case of refusal in placement/suspension/termination of placement of the Application on the grounds provided for by this paragraph, the Customer shall not be liable to the Contractor for possible losses incurred by the Contractor in connection with such refusal/suspension/termination, including for lost profits.

3.4.6. Carry out periodic preventive work on the Site with the interruption of its functioning.

3.5. License:

3.5.1. The Contractor grants to the Customer on the terms of a simple (non-exclusive) license the right to use the Application in the ways provided for in paragraph 1. 3.5.2 of this Treaty, throughout the world.

3.5.2. The Customer has the right to transfer without restriction on the territory of the right to use non-activated data and Application commands to Users through their sublicensing on the terms of the standard License Agreement concluded between the Customer and the Users ( https://vk.com/licence ). The Contractor confirms that he is familiar with the text of the said License Agreement and has no objections to granting VKontakte rights of use to Users on the terms of the specified License Agreement.

The Contractor grants the Customer the right to use the Application without restriction on the territory in the following ways:

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  inclusion of the Application into the complex object (software complex VKontakte>
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  Reproduction of the Application on the Site;
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  bringing the Application to the public on the Internet in such a way that any person can access the Application from anywhere and at any time;
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  distribution of the Application on the Internet through the Site and any subdomains thereof, including granting Users the right to use non-activated data and Application commands for Voices;
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  use the name of the Application, individual graphic / audio / video works included in the Application, when creating advertising and marketing materials, as well as create derivative works based on the Application for advertising and marketing purposes of the Site.

3.5.3. Rights of use of the Application according to p. 3.5.2 above shall be granted for the duration of this Treaty with subsequent automatic prolongation in accordance with the procedure provided for in paragraph 1. 8.2 of this Agreement.

3.5.4. The Customer does not provide the Contractor with any reports on the use of the Application, except for statistical data in the User Interface.

3.5.5. The Contractor hereby guarantees that (a) the Contractor is the owner of the Application (or the owner of the Application is a person additionally specified by the Contractor), (b) the provision to the Customer of the rights to use the Application in accordance with the terms of the Agreement does not violate and will not violate the terms of any transactions of the Contractor with third parties, (c) the use by the Customer and / or the Contractor of the Application in accordance with the Agreement does not violate the rights of third parties, including, but not limited to, copyrights, related rights, trademark rights and other means of individualization, as well as personal non-property rights of individuals.

4. PROCEDURE FOR CALCULATIONS

4.1. The Contractor monthly, no later than the 1st (first) day of the calendar month following the Reporting period, through the User Interface, provides the Customer with information on the number of Voices used by Users within the Applications posted by the Contractor on the Site for the Reporting period. If the Contractor does not provide before the 1st (first) day of the calendar month following the Reporting period, including the information specified in this paragraph, the Customer has the right to transfer the payment of remuneration to the Contractor for the next Reporting period.

4.2. If the number of Votes used by Users within the framework of the Applications for the reporting period does not exceed 30,000 (Thirty thousand) pieces, the Customer has the right to transfer the payment of the Contractor's remuneration to the next Reporting period.

4.3. The Contractor monthly, no later than the 10th (tenth) day of the calendar month following the Reporting period, provides the Customer in writing an agreed and signed copy of the Contractor's Remuneration Certificate (in the form of Annex No. 1 to this Agreement), as well as the Act of Services rendered (hereinafter - the Act). At the same time, the Contractor monthly, no later than the 3rd working day of the month following the Reporting period, provides the Customer with an electronic version of the Act, Remuneration Certificates to the Customer's email address. Invoice is provided in cases provided by the legislation of the Russian FEDERATION.

4.4. The Customer undertakes to sign and send to the Contractor a signed copy of the Act or provide a reasoned refusal to sign within 10 (ten) working days from the date of receipt of a written copy of the Act from the Contractor. In case of provision by the Customer of a motivated refusal to sign the Act, the Parties shall conduct negotiations in order to eliminate disagreements.

If the Contractor has comments on the Contractor's Remuneration Certificate, he must inform the Customer about them in the specified paragraph. 4.3 of this Agreement. In the presence of comments, the Parties shall conduct negotiations with a view to eliminating these discrepancies.

4.5. The remuneration of the Contractor for the calendar month is determined on the basis of the approved Certificate of remuneration of the Contractor and is calculated according to the formula:

the number of Voices used by Users in the Application(s) for a calendar month multiplied by the Contractor's remuneration rate, approved by the parties in the Act.

The remuneration of the Contractor for the calendar month includes the cost of granting the license provided for in paragraph 1. 3.5 of this Agreement.

4.6. The remuneration rate of the Contractor is 3 (Three) rubles 00 kopecks for 1 (One) Voice, excluding VAT at the rate applicable in accordance with the legislation of the RUSSIAN FEDERATION, while if the Contractor is not a taxpayer NDS, the remuneration for the amount of VAT does not increase.

In the event of a change in the status of a taxpayer, the Contractor undertakes to immediately notify the Customer about this. Responsibility to the Customer for the accuracy of information regarding the status of the Contractor as a payer or non-payer of VAT is borne by the Contractor.

4.7. The Customer pays remuneration to the Contractor exclusively for those Applications that are posted on the Site on the date of signing the Act for the Reporting Period.

4.8. The Customer shall transfer the remuneration to the Contractor on the basis of the Act and the Certificate of remuneration of the Contractor approved by the Parties no later than 45 (Forty-five) calendar days after the end of the Reporting Period. The transfer of funds is carried out in RUBLES.

4.9. The Contractor acknowledges that for the purposes of this Agreement, only the data of automated accounting systems of the Site are used to determine the number of Voices used by Users in the Applications and, accordingly, the volume and cost of the Services. The Parties recognize that in the event of a dispute, including discrepancies with the data in the Contractor's Remuneration Certificate, sufficient confirmation of the volume and cost of the Services provided under this Agreement are the statistical data of the Site, including those available to the Contractor through the User Interface.

5. CONFIDENTIALITY

5.1. The Parties shall determine that information relating to the execution of this Agreement is completely confidential and may not be transferred by any of the Parties to third parties without the express prior written consent of the other Party, except when such information must be transferred by virtue of applicable law, or when the transfer of such information is provided for by the Treaty itself, or when the information cannot become evident in the execution of this Agreement.

5.2. Each Party shall take all necessary measures to protect confidential information with at least the same degree of care as it protects its own confidential information. Each Party shall ensure respect for confidentiality by its employees, auditors, consultants and other persons engaged by it in connection with the conclusion and execution of this Agreement, and shall be responsible for their observance of confidentiality with respect to the information received.

5.3. The obligation to protect and keep confidential information does not apply to information that:

5.3.1. (a) at the time of disclosure, has been or has become public property, other than as a result of a breach by the receiving Party; or

5.3.2. become known to the receiving Party from a source other than the disclosing Party without the receiving Party violating the terms of this Agreement, which may be certified by documents sufficient to confirm that the source of such confidential information is a third party; or

5.3.3. was known to the receiving Party prior to its disclosure under this Treaty, as evidenced by documents sufficient to establish such prior possession of confidential information; or

5.3.4. was disclosed with the written permission of the disclosing Party.

5.4. Neither Party shall have the right to use information and documents that are confidential under this Agreement independently for personal purposes or for profit outside the framework of the execution of this Agreement.

5.5. In case of unfair use and/or disclosure of confidential information, the aggrieved Party shall have the right to demand compensation for direct proven losses caused to it by such unfair use or disclosure of confidential information.

5.6. The conditions for the protection of confidential information in accordance with the provisions of this section are valid for the entire duration of this Agreement, as well as for 3 (three) years from the date of its termination / termination.

6. RESPONSIBILITY of the PARTIES

6.1. For non-fulfillment or improper fulfillment of their obligations under this Agreement, the Parties shall be liable in accordance with the current legislation of the Russian Federation.

6.2. The Contractor is responsible in full for compliance with all requirements of the current legislation of the Russian Federation, including the legislation on advertising, intellectual property, but not limited to the listed, in relation to the content and form of the Application; the accuracy of the information specified by the Contractor (the representative of the Contractor) when registering as a User and in the User Interface, and the reliability of the guarantees and assurances of the Contractor contained in Section 7 of this Agreement.

6.3. In case of presentation to the Customer of claims, claims or orders from third parties, as well as authorized state bodies, regarding the legality of the placement of Applications on the Site, the Contractor undertakes to independently and at its own expense settle these claims or claims, as well as reimburse the Customer for all losses, including court costs, costs of paying fines and compensations presented to the Customer, including authorized state bodies, lost profits, in connection with the violation of the legal rights of third parties and / or the current legislation of the Russian Federation, as well as take all necessary actions to prevent the subsequent presentation of claims / claims to the Customer and the application of penalties. The Contractor agrees and confirms its readiness to assist the Customer in resolving any claims by state (including control, supervisory) bodies caused by the posted Application.

6.4. For violation of any provision of the Customer's Special Documents and any of the conditions established by paragraphs 3.1.1-3.1.10, 3.5, 7.2 of the Agreement, the Customer has the right to apply one of the following sanctions against the Contractor of his choice:

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  to issue a warning to the Contractor about the need to eliminate the violation within 5 (five) calendar days, partially or completely blocking the functioning of the relevant Application, and in case the violation is not eliminated within the specified period, to indefinitely stop providing the technical opportunity to place the specified Application and / or Applications of the Contractor on the Site without indemnifying the Contractor for any losses incurred, including lost profits;
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  indefinitely terminate the provision of a technical opportunity to place the relevant Application and / or Applications of the Contractor on the Site without indemnifying the Contractor for any losses incurred, including lost profits, without issuing a warning;
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  or partially and/or completely block the functioning of the relevant Application and require the Contractor to pay a fine equal to the number of Votes received from Users from the moment of blocking until the moment of lifting the lock in connection with the elimination of detected violations, but in any case not less than 5000 (Five thousand) Votes.

6.5. Under no circumstances shall the Customer bear any liability under this Agreement for any actions/inactions that are a direct or indirect result of the actions/inactions of the Contractor and/or third parties; any indirect losses and/or lost profits of the Contractor and/or third parties, regardless of whether the Customer could foresee the possibility of such losses or not; use (inability to use) and any consequences of the use (inability to use) by the Contractor of any means and methods of transferring/receiving information.

6.6. The Contractor is solely responsible for the safety of the login and password of access to the User Interface on the Site and for losses that may occur due to unauthorized use of its login, password and / or access channel. The Customer is not responsible and does not reimburse losses arising from unauthorized access of third parties to the User Interface of the Contractor.

6.7. No Party shall be liable for total or partial non-performance of its obligations under this Treaty if the non-performance results from force majeure circumstances. Such circumstances may include: flooding, fire, earthquake and other natural disasters, war or hostilities, strikes, as well as decisions of the Government of the Russian Federation and / or other state bodies that entered into legal force after the signing of this Agreement, failures of the Customer's software and / or the information and telecommunication network Internet. If any of these circumstances directly affected the performance of obligations under this Agreement, the term of performance of obligations is proportionately postponed for the duration of the relevant circumstance. The Party for which the impossibility of performance of obligations has been created shall be obliged within 5 (five) calendar days to notify the other Party in writing about the occurrence, the expected period of validity and termination of the above circumstances. The facts stated in the notification must be confirmed by the Chamber of Commerce and Industry of the Russian Federation or another independent competent body or organization of the Russian Federation. Non-notification or untimely notification shall deprive the Parties of the right to invoke any of the above circumstances as a ground exempting them from liability for failure to perform the obligation.

7. GUARANTEES and ASSURANCES

7.1. The Customer does not guarantee the absence of errors and failures when placing the Application, including in relation to the operation of software that ensures the functionality of the Site. With the exception of the guarantees expressly specified in this Agreement, the Customer does not provide any other direct or implied guarantees under the Agreement and expressly refuses any guarantees or conditions regarding the compliance of the results of the placement of the Application with the expected and specific goals of the Contractor.

7.2. The Contractor (or a representative of the Contractor, including an individual duly authorized to conclude this Agreement on behalf of the Contractor) assures the Customer and guarantees to the Customer that:

7.2.1. The Contractor (Representative of the Contractor) indicated reliable data of the Contractor (Representative of the Contractor) when registering as a User on the Site and in the User Interface, including those necessary for processing payment documents for payment for the Services.

7.2.2. The Contractor enters into this Agreement voluntarily, while the Contractor (the representative of the Contractor) (a) has fully familiarized himself with the terms of the offer, this Agreement, guarantees acquaintance with all Special documents of the Customer posted on the Site and relating to the subject of this Agreement, timely and regular acquaintance with the new versions of such, their understanding and full agreement with them (b) fully understands the subject of the offer, this Agreement, the terms of the Special Documents, (c) fully understands the significance and consequences of his actions with regard to the conclusion and execution of this Agreement.

7.2.3. The Contractor (the representative of the Contractor) has all the rights and powers necessary for the conclusion and execution of this Agreement.

8. ACCEPTANCE OF THE OFFER. VALIDITY and CHANGE OF TERMS OF THE OFFER

8.1. The Contractor shall accept the offer provided by the Customer under the unique login and password of the Contractor on the Customer's Site in the section "Consent with the offer", by selecting and clicking the mark on the field "Confirm". This mark is recognized as an analogue of a handwritten signature in accordance with Article 160 of the Civil Code of the Russian FEDERATION, and its placement entails the conclusion of this Agreement between the Contractor and the Customer in accordance with paragraph 1. 3 Art. 438 of the Civil Code of the Russian FEDERATION.

8.2. The offer comes into force from the moment of posting on the Internet at the address: https://dev.vk.com/apps-offer/2021-october-21 and operates until the withdrawal of the offer by the Customer.

8.3. The terms of the offer can be changed and / or supplemented, and / or withdrawn by the Customer unilaterally at any time. If the Customer makes changes to the offer, such changes (new offer) come into force from the moment the amended text of the offer is posted on the Internet according to the specified paragraph. 8.2 of this Agreement to the address, unless another date of entry into force of changes is not determined additionally at such placement.

9. DURATION, MODIFICATION and TERMINATION OF the CONTRACT

9.1. The contract comes into force from the moment of acceptance of the offer by the Contractor and is valid for 1 (One) calendar year.

9.2. The Agreement shall be automatically extended for subsequent periods of 12 (Twelve) months in the event that neither Party in writing notifies its desire to terminate the Agreement at least 30 (Thirty) calendar days before the expiration of this Agreement.

9.3. The parties agreed that making changes to the offer entails making similar changes to this Agreement concluded and in force between the Customer and the Contractor, and these changes to this Agreement enter into force simultaneously with the entry into force of such changes to the offer (new offer).

9.4. In case of withdrawal of the offer by the Customer during the term of this Agreement, the Agreement is considered terminated from the moment of withdrawal of the offer, unless otherwise agreed by the Customer when withdrawing the offer.

9.5. Early termination of the Agreement is possible in the following cases:

9.5.1. by agreement of the Parties, drawn up in writing;

9.5.2. In case of a significant violation by one of the Parties of the terms of this Agreement in the manner prescribed by the current legislation of the Russian Federation;

9.5.3. In case of refusal to execute the Agreement of one of the Parties. The party on whose initiative the termination of the Agreement is carried out shall send to the other Party a written notification, including through the User Interface, on refusal to execute the Agreement no later than 30 (thirty) calendar days before the expected date of termination of the Agreement.

9.5.4. At the initiative of the Customer:

9.5.4.1. If the Contractor (or its affiliates) violates any of the provisions of the Customer's Special Documents and / or any of the conditions established by paragraphs 3.1.1-3.1.10, 3.5, 7.2 of the Agreement, the Customer has the right, if the violations are not eliminated within 5 (five) calendar days from the date of issuance of the warning, to refuse to execute this Agreement unilaterally, sending a notification through the User Interface, while the Agreement will be considered terminated after the expiration of the period provided to eliminate violations.

9.5.4.2. If the remuneration was not paid to the Contractor within 2 (two) calendar months in accordance with paragraph 1. 4.2 of this Agreement. In this case, the Customer is obliged to send through the User Interface a notification to the Contractor about his refusal to execute the Agreement at least 5 (five) calendar days before the date of termination of the Agreement.

9.6. Obligations of the Parties under the Agreement that arose before the termination of this Agreement shall be retained until their full implementation.

9.7. In case of termination of the Agreement, the placement of the Contractor's Applications shall be terminated.

9.8. In case of early termination of this Agreement, the Parties shall conduct mutual reconciliation of settlements, and the Customer shall pay the Contractor for the services actually rendered within 20 (twenty) working days from the date of reconciliation of mutual settlements.

10. APPLICABLE LAW and JURISDICTION

10.1. This Agreement is drawn up in accordance with the current legislation of the Russian Federation, and in all that is not directly regulated by this Agreement, the current legislation of the Russian Federation applies to the relations of the Parties related to the conclusion, performance (including non-performance / improper performance), termination, invalidity of this Agreement.

10.2. All disputes and differences that may arise from and in connection with this Treaty shall, as far as possible, be resolved through further negotiations and consultations between the Parties.

10.3. In the event that the Parties are unable to come to an agreement, disputes, disagreements or claims arising from or in connection with this Agreement, including those relating to its execution, violation, termination or invalidity, may be submitted to the Arbitration Court of the city of St. Petersburg and the Leningrad Region with mandatory compliance with the claim procedure. The period of response to the claim is 15 (fifteen) working days from the date of its receipt.

11. OTHER CONDITIONS

11.1. This Agreement, including the Special Documents mentioned in it, posted on the VKontakte Site, contains the full scope of agreements between the Parties.

11.2. To the issues not settled in this Agreement, the Rules of use of the VKontakte website, posted by the Customer in a public form on the Site at the address: https://vk.com/terms .

11.3. This Treaty consists of articles and paragraphs, the headings and numbers of which are made for the convenience of making references to certain conditions and do not affect the interpretation of this Treaty.

11.4. In the event of a change in its details, the Contractor shall notify the Customer by sending a written notice through the User Interface, as well as make an appropriate adjustment to the User Interface no later than 3 (Three) calendar days from the date of the relevant changes. In case of non-fulfillment by the Contractor of the obligation established by this paragraph of the Agreement, all notifications, notifications or performance sent according to the details known to the Customer are considered to be properly implemented.

11.5. Any notifications / messages provided for in this Agreement may be sent by the notifying Party to the other Party by e-mail, express mail / courier delivery, Russian mail, as well as through the User Interface, at the place of placement of Special Documents on the Site in cases directly provided for in this Agreement, except for cases for which this Agreement provides a certain method of sending. The notification shall be deemed to have been received from the time it is delivered to the receiving Party.

11.6. The Contractor shall not have the right to transfer (assign) to any third party its rights and / or obligations under this Agreement without the prior written consent of the Customer.

11.7. The Customer has the right at its discretion, without agreement with the Contractor, to assign or otherwise transfer its rights under this Agreement to third parties, notifying the Contractor, including through the User Interface, about the upcoming assignment of rights no later than 10 (ten) working days before the date of such assignment or other transfer of rights.

11.8. In the event that any of the terms and/or provisions of this Treaty is/will be invalidated, it will not affect the validity of its other terms and conditions and this Treaty and its performance as a whole, as if such a condition had never been part of this Treaty.

11.9. The Treaty shall be fully understood by the Parties with respect to its subject matter and shall supersede all prior written and/or oral agreements of the Parties with respect to the subject matter and terms of this Treaty.

11.10. Annex No. 1 - Form of the Contractor's remuneration certificate is attached to this Agreement and is its integral part.

EMPLOYER'S DETAILS

Name:Limited Liability Company "VKontakte" (OO "VKontakte"). Address of the location: 191024, St. Petersburg, Khersonskaya St., 12-14, letter A, room 1-N.

ОГРН 1079847035179  INN 7842349892 CAT 997750001 r/sch 40702810403100411770  k/s 30101810100000000723  в Филиале« Северная столица» ЗАО« Райффайзенбанк» БИК 044030723 Email address: api@corp.vk.com

Annex 1 Offer to conclude a service contract

FORM OF certificate of REMUNERATION OF THE EXECUTOR

Calculation of the amount of remuneration of the Contractor for the Reporting Period ____________________ 20__.

Total for payment: ______________________________________________________________________________ (inscription) rub. _____ cop., in addition NDS * ____________________________________________________________ (inscription) rub. _____ cop.

• •
  if the Contractor is not a TAXPAYER, the remuneration for the amount of VAT is not increased

The parties agreed on the amount of the Contractor's remuneration for the Reporting Period ____________ 20__ years.