1. TERMS AND DEFINITIONS USED IN THIS AGREEMENT

1.1 The Parties to the Agreement have agreed to apply the following terms and definitions in the interpretation of the Agreement, as well as of all appendices thereto:

1.1.1 Agent – a legal entity that has expressed its intention to conclude an agency agreement on the terms and conditions contained in this Public Offer and has assumed obligations to conduct the Agency Activities for the Agency Fees in accordance with the terms and conditions of the Agreement.

1.1.2 Principal – an individual, including an individual entrepreneur, who has accepted this Public Offer, entrusted the Agent to conduct the Agency Activities, and assumed obligations under the Agreement, including the payment of the Agency Fees.

1.1.3 Customer – a legal entity or an individual who is a source of advertising information for the placement and distribution of ads, as well as a person who has tools for placing third-party ads, including contextual and other ones.

1.1.4 Agency Activities – a set of legally significant actions of the Agent defined in the Agreement, including Advertising/Information and Intermediary Activities carried out by the Agent on behalf of the Principal, aimed at finding and attracting Customers, with which the Agent will subsequently conclude an agreement for the placement of advertising materials on the internet site (internet resource) of the Principal on a paid basis/with monetization (hereinafter referred to as the “Partner Agreements”).

1.1.5 Internet Site (Internet Resource) of the Principal – a set of integrated hardware and software, as well as information intended for publication on the Internet and displayed in a certain text, graphic, or audio form, with a domain name that is available to the Principal in it Personal Account.

1.1.6 Ads – information transmitted by the Customer and/or Agent about an individual or a legal entity, goods, services, ideas, or initiatives, in accordance with the Agreement, which is aimed at an indefinite circle of persons and is intended to form or maintain interest in these individuals or legal entities, goods, services, ideas, or initiatives and to promote the sale of goods, services, or implementation of ideas and initiatives.
1.1.7 Advertising Materials – any items, whether in electronic form or not, including text, graphic, or mixed materials, containing or expressing the Ads.

1.1.8 Contextual Advertising – (advertising focused on the page context) – the principle of advertising display, according to which the display of Advertising Materials is carried out provided that the context of the site page corresponds to the subject of the Advertising Materials. This may also take into account other (additional) criteria for displaying Ads (geotargeting, etc.), including Links (Clicks) to the Site.

1.1.9 Links (Clicks) to the Site – a user’s click on a link from an ad to a site or page with a description of the advertised product or the advertiser’s contact information.

1.1.10 Advertising Space – a place in the Principal’s Internet resource for placing
the Advertising Materials.

1.1.11 Agent’s Report – a document that contains a description of the legally significant actions (procedures) performed by the Agent to carry out the Principal’s order, the Gross Receipts and amounts due to the Principal (hereinafter referred to as the “Partner Fee”), the Agency Fee for the Reporting Period. The Report shall fully comply with the requirements of the Estonian legislation for such documents, including Accounting Act and Law of Obligations Act chapter 38

1.1.12 Reporting Period – a calendar period for the submission of the Agent’s Report equal to a calendar month. The first reporting month is the one, in which the Parties concluded this Agreement through the Accept of this Public Offer by the Principal.

1.1.13 Gross Receipts – 100% (one hundred percent) of all funds received by the Agent during the Reporting Period from Customers as a result of placing (including on the principle of monetization) the Advertising Materials on the Internet Site (Internet Resource) of the Principal. The Gross Receipts does not calculate the fees and/or other payments that were required to attract Customers in accordance with the requirements of the rules for attracting Customers.

1.1.14 Partner Fees – an amount due to the Principal as a result of the Agency Activities of the Agent.

1.1.15 Unique Identification Code (ID) – a unique set of characters issued by the Agent to the Principal for the inclusion in the system of the Internet Site (Internet Resource) of the Principal, which is linked to the Agent’s ID and which allows placing the Customer’s Advertising Materials in the Advertising Spaces agreed by the Parties. The promo code is issued by e-mail specified in the Agreement.

1.1.16 Territory — all countries of the world.

1.1.17 Public Offer — this document, published at: https://digitalcaramel.com/ru/public-offer. The public offer shall come into force from the moment it is posted on the Site and shall be valid until it is revoked by the Agent.

1.1.18 Agency Fees — remuneration for the execution of an instruction by the Agent and the implementation of the Agency Activities, as reflected in the Personal Account and the Agent’s Report.

1.1.19 Registration — a set of actions by the Principal on the digitalcaramel.com website, including the provision of credentials and other information, using a special form of the user interface of the Site in order to create a Personal Account.

1.1.20 Personal Account — a page on the digitalcaramel.com website, access to which is provided to the Principal after Registration, displaying the Advertising Code, information taken into account by the Platform about the execution of this Agreement, including the calculation of funds due to the Principal, as well as the Agency Fees, and other information related to the implementation of this Agreement. All actions performed through the Personal Account shall be deemed to be the actions of the Principal.

1.1.21 Platform – a software and hardware complex owned by an Agent that includes an updatable database of the Materials, tools for accessing the Materials for displaying them on the Sites, tools for accounting for the time of displaying Materials on the Sites (number of Information units), calculation of funds due to the Principal, as well as the Agency Fees.

1.1.22 Agreement – an agreement concluded by the Principal with the Agent as a result of the Accept of this Public Offer.

1.2 All other terms and definitions that occurred in the text of the Public Offer shall be interpreted by the Parties in accordance with Estonian legislation and the usual rules of interpretation of the relevant terms established on the Internet.

1.3 Titles (articles headings) of the Agreement shall be intended exclusively for the convenience of using the text of the Agreement and shall have no literal legal meaning.

2.       SUBJECT MATTER OF THE AGREEMENT

2.1 On the terms and within the procedure provided for in the Public Offer, the Agent, on behalf of the Principal, shall carry out the Agency Activities within the Territory during the term of the Agreement for the Agency Fees, particularly:
2.1.1 performing legally significant and material actions to find and attract Customers;
2.1.2 entering into Partner Agreements with Customers on their own behalf. The subject of the Partner Agreements shall be:

• placement of the Advertising Materials of Customers in Advertising Places agreed by the Parties, under the conditions (including pricing ones) determined by the Agent, in the interests of the Principal (hereinafter the “Services”);
• receiving monetary funds for placing (including on the principle of monetization) the Advertising Materials of Customers in Advertising Places.
2.2 The Principal shall perform the Accept of this Public Offer by placing a mark “Read and Agree to the Terms and Conditions of the Public Offer” in the check- box during Registration or by placing a mark “Read and Agree to the Terms and Conditions of the Public Offer” in the Personal Account. By accepting this Agreement, the Agent agrees to conduct themselves in a manner consistent with Rules for the Term of this Agreement.

3.      PROCEDURE FOR THE PROVISION OF SERVICES UNDER THE AGREEMENT

3.1 As a part of the Agreement, the Principal shall grant the Agent a non-exclusive right to place Ads on Advertising Spaces. The Principal shall guarantee that it owns the Website of the Principal legally and/or it is entitled to use it in accordance with the terms and conditions of this Agreement, and it is fully responsible for the content of the website.
3.2 In order to fulfill the Agreement, the Principal ensures the operability, elimination of errors, and development of the technical base, including the process, software, and hardware required for the timely and high-quality provision of Services under the Agreement, including:
3.2.1 The Principal, within 5 (five) days from the date of the Accept of the Public Offer, shall install the Unique Identification Code(s) of the software module for displaying the Advertising Materials (whereupon, the Principal is not entitled to place the software module on other pages);
3.2.2 The Principal ensures the smooth operation of the software and hardware required for automatic, real-time advertising on the Website of the Principal.
3.3 During the term of the Agreement, the Principal shall not be entitled to make changes to the design, content, or other characteristics of the pages of the Website of the Principal, which entail inability to place the Ads in an automatic mode, inconsistency of the advertising format with the Agent’s requirements.
3.4 Each of the Parties shall provide the other Party with the opportunity to view the own Customer statistics on the Services by providing access to such data, including using electronic means of communication via the Internet, whereupon:
3.4.1 Statistical data disclosed by one Party to the other Party in accordance with this Article shall be recognized by the Parties as Confidential Information;
3.4.2 The Parties shall solely be responsible for the security of the accounting information (usernames and passwords) used by each Party to access the statistics of the other Party.

3.5 The Advertising Materials placed under the Agreement shall comply with the requirements of the Estonian legislation.
3.6 In the case of the provision of Advertising Materials that contradict the standards and requirements of the existing legislation of Estonia or that caused claims for a violation of the legal rights of third parties, the Principal shall be entitled to apply to the Agent with a request to stop or suspend the placement of such Ads until the settlement of disputes with third parties.

4.     RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1  The Agent shall:

4.1.1  In the fulfillment of its obligations under the Agreement, make all reasonable efforts to achieve the maximum benefit for the Principal.

4.1.2  In the performance of the Agency Activities under the Agreement, act in good faith, comply with the legislation of the operating country and the legislation of the state, in which the Agent carries out the Agency Activities, do not violate the rights and freedoms of third parties, as well as the standards of ethics and morality.

4.1.3  Attract potential Customers to the Websites of the Principal in any way available to the Agent that does not contradict the existing legislation of the operating country.

4.1.4  Inform the Principal of all difficulties and obstacles that arise in the course of performing the Agency Activities under the Agreement and make every effort to eliminate them.

4.1.5  Upon the request of the Principal, provide reliable information required for the execution of the Agreement.

4.1.6  Provide the required accounting documents under the Agreement.

4.1.7  Ensure that the placed advertising/information materials comply with the requirements of the existing legislation of the operating country, including, but not limited to, the legislation on advertising, copyright, patent rights, protection of honor, dignity and business reputation, trademarks and designations.

4.2     The Agent shall be entitled to:

4.2.1  Request from the Principal duly certified copies of licenses, certificates, declarations of conformity, and other documents (if necessary) in electronic or paper form on the Internet Sites of the Principal, as well as documents confirming the accuracy of the information contained on the Internet Site of the Principal.

4.2.2  Determine the scope, nature, and conditions of the Agency Activities.

4.3      The Principal shall:

4.3.1   Provide the Agent with the opportunity to promptly exchange information with the authorized representatives of the Principal to resolve issues arising in the course of the implementation of this Agreement.

4.3.2   Provide technical support for the Website of the Principal and its Software.

4.3.3   In the event of technical problems in the operation of the Internet Sites of and Software of the Principal, eliminate them as soon as possible.

4.3.4   In the absence of reasoned objections, accept the services provided by the Agent under the Agreement when performing the Agency Activities.

4.3.5   Do not change the hyperlink addresses contained in the Ads, do not change the user’s redirection from the Ads, as specified by the Agent, in any other way, do not replace or in any other way prevent the user from accessing the pages (websites), to which the hyperlinks in the Ads lead when the user accesses (clicks) such Ads.

4.3.6   Do not delete, edit, or collapse the Ads (pages with the Ads), apply filters to them, or change the arrangement, appearance, or other characteristics of the Ads display on the agreed Advertising Spaces.

4.3.7   Do not use the Unique Identification Code(s) for displaying the Advertising Materials in ways not envisaged by the Agreement, as well as do not change this code in any way, do not distribute, do not transmit by any means, do not provide the possibility of using it to third parties.

4.3.8   Within two working days after receiving the relevant information, notify the Agent of the submission to the Principal of claims/demands by third parties, including state authorities, which are related to the placement of advertising and information materials of Customers.

4.3.9   Pay the Agency Fees to the Agent.

4.3.10  Ensure that the Website complies with the rules of the Yandex Advertising Network at https://yandex.ru/legal/partner and is fully responsible for its content and compliance with the rules of the Yandex Advertising Network at https://yandex.ru/legal/partner.

4.4  Due to the fact that the Agent is not a source of income for the Principal, acts for and on behalf of the Principal, and the persons from whom the Principal receives income are the Customer, therefore, the Agent is not a tax agent in relation to the Principal and the latter shall independently pay all the required taxes on the amounts received by each of the Parties in connection with the fulfillment of their obligations under the Agreement.

4.5  The Principal shall be entitled to:

4.5.1  Require the Agent to fulfill the obligations under the Agreement appropriately.

4.5.2  Receive from the Agent all the required information about the Agency Activities under the Agreement.

5.  PRICE AND PAYMENT PROCEDURE

5.1 All mutual settlements of the Parties shall be conducted in Rubles. As an secondary currency Euros will be used.

5.2 The Agent Fees for the services rendered by the Agent under the Agreement for the Reporting Period shall be reflected in the Personal Account, as well as
included in the Agent’s Report.
5.3 The calculation of the funds due to the Principal, as well as the Agency Fees for the Reporting Period, shall be determined exclusively based on the statistics generated by the Platform and posted in the Personal Account. The Parties agree that if the statistics generated by the Platform differ from the Principal’s statistics, the statistics generated by the Platform shall apply.
5.4 The calculation of the agency fee shall be forwarded to the agent not later than by the end of the month following the calculation period. The calculation of the agency fee shall set out the size of the agency fee and the circumstances which are relevant for the determination thereof.
5.5 The Agent withholds the Agency Fees due to it from the amount due to the Principal.

6.  AGENT’S REPORT

6.1 The Agent shall generate the Report as of the last day of the Reporting Period, and send it to the Principal no later than the 10th (tenth) calendar day of the month following the last month of the Reporting Period, via the Personal Account.
6.2 The Principal shall review the Agent’s Report within 5 (five) business days from the date of posting in the Personal Account and, if there are objections, shall inform the Agent thereon in writing within the above period through the Personal Account or by e-mail, as specified in the “Details” section of this Public Offer. Otherwise, the Report shall be deemed accepted and the Agent’s services shall be deemed rendered in full. After the approval of the Agent’s Report, claims concerning the reporting period shall not be accepted.

7.  NOTIFICATIONS AND COMMUNICATION

7.1 Any notifications permitted and/or required under this Agreement shall be sent by the notifying Party to the notified Party’s address in the Personal Account or by e-mail to the Agent’s address, as specified in the “Details” section of this Public Offer, and the Principal’s address, as specified during Registration.

8.  PRIVACY POLICY

8.1 The Parties agree to keep confidential and treat as confidential all information received by one Party from the other Party, as well as the information designated by the disclosing Party as confidential information of such disclosing Party (hereinafter referred to as the “Confidential Information”), and not to disclose, reveal, release, or otherwise provide such information to any third party without the prior written permission of the disclosing Party.
8.2 Each Party will take all the required measures to protect the Confidential Information with at least the same efforts as it protects its own confidential

information. Access to Confidential Information will be granted only to those employees of each of the Parties who reasonably required it to perform their official duties under the Agreement. Each of the Parties will oblige such employees to accept the same obligations with respect to the Confidential Information, which are imposed on the relevant Party by this Agreement.
8.3 The Confidential Information always remains the property of the disclosing Party and shall not be copied or otherwise reproduced without the prior written consent of such disclosing Party.
8.4 The obligation to protect and keep confidential the Confidential Information of the Party that disclosed the same shall not apply to information that:
1) at the time of disclosure, was or became publicly available, except as a result of a violation committed by the receiving Party; or

2) becomes known to the receiving Party from a source other than the disclosing Party, without violating the terms and conditions of this Agreement by the receiving Party, which can be certified by documents sufficient to confirm that the source of such Confidential Information is a third party; or

3) was known to the receiving Party prior to its disclosure under the Agreement, which is confirmed by documents sufficient to establish the fact of such possession of the Confidential Information; or

4) was disclosed with the written permission of the disclosing Party.

8.5 The obligation to keep the Confidential Information private in accordance with the terms and conditions of this Article shall come into force from the moment of the Accept of the Public Offer by the Principal and shall remain in force for 3 (three) years after the expiration of the Agreement or its termination for any reason.

9.  LIABILITY OF THE PARTIES

9.1 The Parties shall be responsible for a violation of the terms and conditions of the Agreement in accordance therewith and with the existing Estonian legislation.
9.2 In connection with the execution of the Agreement, none of the Parties shall be liable to the other Party and/or its customers (clients, partners) for any indirect/consequential losses and/or lost profits of the Party and/or third parties, loss of information, loss of production/business, regardless of whether the Party could have foreseen the possibility of causing such losses or not in a particular situation.
9.3 In the case of a violation of the payment terms stipulated in the Agreement, the Principal shall be entitled to demand from the Agent payment of a penalty in the amount of 0.1% of the amount unpaid on time for each day of delay.

9.4 If the Principal violates the requirements of the Agreement, the Agent shall be entitled to refuse to execute the Agreement and immediately terminate the Agreement unilaterally out of court. According to this Clause, the Agreement shall be deemed terminated from the moment the Principal receives a notice of termination of the Agreement by mail, fax, or e-mail.
9.5 In the case of a violation by the Contractor of the rules established by Yandex services https://yandex.com/legal/rules/, which may lead to the ban of the Ads or the Customer’s Platform, the Contractor’s fees for the Reporting Period may be subject to withdrawal as a penalty or the Agreement may be unilaterally terminated out of court through sending the notification of such decision to the Contractor.

10.  FORCE MAJEURE

10.1 Force majeure includes all events that did not exist (or which the Parties could not have foreseen) at the date of signing the Agreement, which are beyond the control of any of the Parties, the occurrence and impact of which cannot be prevented by means and methods that may reasonably be required or expected in a particular situation, and as a result of which the Agreement cannot be executed in accordance with its terms and conditions, for example, fire, earthquake, strike, actions of the authorities, including, but not limited to, significant changes in the legislation.
10.2 The Party that is unable to execute the Agreement shall immediately notify the other Party on the nature of the force majeure circumstances that prevent the execution thereof in writing with copies of the relevant documents attached.
10.3 For the duration of force majeure, the Parties shall be exempt from the liability for non-execution of the Agreement in due time. The terms of Service provision and other contractual terms and conditions affected by these circumstances shall be adjusted to take into account the impact and consequences of the said events.
10.4 If the term of force majeure exceeds 6 (six) months, each of the Parties shall be entitled to terminate the Agreement. In this case, the Principal shall be entitled to demand payment for the Services rendered but unpaid.

11.  DURATION AND TERMINATION OF THE AGREEMENT

11.1 The Agreement shall come into force from the moment of the Accept of the Public Offer by the Principal and shall be valid for 1 (one) year or until its termination in accordance with the procedure envisaged by this Agreement, or until the moment of withdrawal of the Public Offer by the Agent.
11.2 The Agent shall be entitled to change the Public Offer unilaterally at any time, without prior agreement with the Principal. All changes will take effect on the next calendar day after the Public Offer with the changes posted on the digitalcaramel.com website, whereof a notification shall be placed in the Principal’s Personal Account.

11.3 The Principal shall independently monitor changes to the Public Offer by reviewing the current version on the digitalcaramel.com website from time to time (at least once a month). The Principal shall be solely responsible for any consequences that have occurred due to the fact that it has not viewed the current version of this Agreement.
11.4 The Agent shall be entitled to withdraw the offer unilaterally at any time in accordance with Law of Obligations Act by notifying the Principal via the Personal Account or by email at least 30 calendar days before the date of such withdrawal. During this period, the Parties shall make mutual settlements, sign a reconciliation statement, and reports. The Agreement shall be deemed terminated from the date specified in such notification. The termination of the Agreement shall not automatically entail the repayment of debts incurred before the date thereof.
11.5 Early termination of the contract by a party is allowed only for good reason. The parties consider a good reason to be the fact that, considering the interests of both parties, the party wishing to terminate the agreement cannot be expected to continue to perform the agreement until its regular termination. An agreement to exclude or limit the right of cancellation of an agency contract for a valid reason is void.
11.6 The Principal shall be entitled to suspend the performance of this Agreement unilaterally, in whole or in part, or unilaterally terminate the same by notifying the Agent through the Personal Account and/or by email, as specified during Registration, in the case of a dispute between the Agent and the Principal regarding the agreement and/or payment of the amount of fees to the Agent, as well as regarding the issues of the execution of this Agreement at least 30 (thirty) calendar days before the date of any of the above decisions.
If the contract has been in force for more than one year and acting as an Agent has been the agent’s Principal activity, the mandator shall give the Agent at least two months’ advance notice of cancellation of the contract. If the contract has been in force for more than two years and acting as an Agent has been the agent’s Principal activity, the mandator shall give the Agent at least three months’ advance notice of cancellation of the contract. The contract may be cancelled only at the end of a month.
11.7 Documents sent by e-mail and through the Personal Account, scanned copies and photocopies, have full legal force. The risk of misrepresentation shall be borne by the Party that sent the information. For the purposes of convenience, the Parties to the Agreement shall also include their representatives, as well as their possible legal successors.
11.8 If neither of the Parties declares its intention to terminate the Agreement in writing, at least 30 (thirty) days before the end of its duration, or the parties continue to perform an agency contract after expiry of the term of the contract, the contract is deemed to become an agency contract for an unspecified term after expiry of the term.

11.9 The obligations of the Parties under the Agreement, which by their nature shall continue to apply (including, but not limited to, obligations regarding confidentiality, mutual settlements, and the use of information), shall remain in force after the expiration of the Agreement. An agreement on a restraint of trade clause shall be entered into for a term of up to two years after termination of the agency contract.

12.  GOVERNING LAW AND ARBITRATION

12.1 In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by Estonian law. The Agreement and its execution shall be regulated in accordance with Estonian legislation.
12.2 In the case of any dispute between the Parties in relation to/in connection with the Agreement or with respect to any aspect of performing the actions described in the Agreement or related thereto, such dispute shall be subject to consideration in the Harju Country Court at the location of Lubja 4, Tallinn, Estonia.

13.  MISCELLANEOUS

13.1 The Parties shall inform each other immediately about any changes in legal and postal addresses, legal status, and bank details.
13.2 In the case that one or more provisions of the Public Offer are invalid or unenforceable for any reason, such invalidity shall not affect the validity of any other provision of the Agreement and the Agreement shall be interpreted as if it did not contain such invalid provision.
13.3 In the event any provision of this Agreement is deemed unenforceable or invalid by a court of competent jurisdiction or regulatory body, that part will be severed from the rest of the Agreement and all other provisions of the Agreement will continue as valid and enforceable.
13.4 All Appendices and Supplements to the Agreement, duly signed by the Parties, shall be an integral part thereof.

14.  DETAILS

Agent:

Weprodigi OÜ
Address: Harju maakond, Tallinn, Lasnamäe linnaosa, Lootsa tn 4, 11415
Registration code: 16346611
Management board member: Samvel Sahakyan
Email: info@digitalcaramel.com