AppMetrica Services Offer

Published: 31 May 2023

Effective date: 01 June 2023

The present document constitutes the offer of Direct Cursus Computer Systems Trading L.L.C (hereinafter – “Yandex”) to enter into the AppMetrica Services Agreement on the following terms and conditions.

1. TERMS AND DEFINITIONS

1.1. For the purposes of this Agreement hereof the following terms shall have the following meaning:

Affiliated party shall mean any entity that controls, is controlled by, or under common control with, that Party, where "control" means direct or indirect ownership of more than 50% of voting shares, direct or indirect control over the majority of the votes in a general meeting, the ability to directly or indirectly appoint the majority of the board of directors and/or otherwise obtained right to direct or cause the direction of the management and policies of the controlled entity.

Agreement shall mean an agreement between the Client and Yandex for rendering AppMetrica Services, which shall be entered into by the Offer Acceptance.

AppMetrica Services, or Services shall mean Yandex charged services in providing an opportunity to use the Product according to the Offer terms and conditions.

Product shall mean the service, instruments and functionality provided under the terms of use published at https://yandex.ru/legal/metrica_termsofuse.

Client Interface shall mean the section of the Yandex's website that contains the Statistics data on the Services provided to the Client and provides the possibility of ordering additional services and remote interaction of the Parties under the Agreement. The Client Interface is available for the Client after authorization on the Yandex’s website using of login and password obtained by the Client at the moment of registration in the Product.

Client shall mean a person who has accepted the Offer and entered into the Agreement.

Fees shall have the meaning given to it in Clause 5.2.

Offer Acceptance shall mean complete and unconditional acceptance of the Offer by acting as specified in Clause 3 below.

Offer shall mean this document AppMetrica Services Offer published at https://yandex.com/legal/oferta_appmetrica_ae.

Parties shall mean together Yandex and the Client.

Party shall mean Yandex or the Client.

Reporting Period shall mean one calendar month.

Statistics data shall mean automated accounting data of Yandex’s systems in electronic form, which can contain, among others, data regarding scope of the Services, the fee amount, and other information relating to the use of the Product and provision of the Services under the Agreement.

1.2. The Offer can use other terms, which are not mentioned in the Clause 1.1 above. In this event such terms shall be interpreted according to the Offer.

In case of ambiguity in interpretations of a term in the Offer, the term shall be interpreted as defined: primarily – in accordance with the applicable law; secondarily – as may be described or defined on in the Yandex’s web site - https://appmetrica.yandex.com, thereafter – as exists (common) on the Internet.

2. SUBJECT MATTER OF THE AGREEMENT

2.1 This Agreement relates to the provision of the AppMetrica Services by Yandex to the Client in consideration for the payment of the Fees by the Client according to the Offer terms and conditions of this Offer.

2.2. The exact instruments and functionally of the Product available for the Client to order can be accessed at https://appmetrica.yandex.ru/docs/common/pricing/uae-currency.html.

2.3. It is obligatory in rendering the Services by Yandex that the Client accepts and complies with what applies to relations of the parties in the Offer requirements and provisions specified in the following documents (hereinafter referred to as “Binding Documents”):

• User Agreement for Yandex Services, available at: https://yandex.com/legal/rules;
• Privacy Policy, available at: https://yandex.com/legal/confidential;
• Terms of Use of Yandex.Metriсa service and AppMetrica, available at: https://yandex.ru/legal/metrica_termsofuse.

3. OFFER ACCEPTANCE AND ENTERING INTO THE AGREEMENT

3.1. Yandex shall commence rendering the Services after Offer Acceptance by the Client.

3.2. The Client shall accept the Offer by making an advance payment under an invoice for AppMetrica Services under the Agreement (hereinafter the “Invoice”) within the specified timeframe. If the Offer is not accepted (i.e. the Invoice is not paid) within the specified payment period, the Offer shall expire in relation to these ordered Services.

3.3. For the purposes hereof, the following Client's actions shall not be deemed Offer Acceptance. These include without limitation, the transfer of funds using incorrect Bank details or/and without specifying the account number, SWIFT, IBAN or/and without specifying the name of the Client.

4. TERMS AND CONDITIONS FOR RENDERING SERVICES

4.1. The Client is obliged to:

4.1.1. provide duly certified copies of documents confirming the information about the Client indicated by the Client in the Client Interface no later than within three (3) calendar days from receipt of Yandex’s request;

4.1.2. not use functionality and instruments of the Product in any other manner than provided for in this Offer and Binding Documents; not modify and/or decompile the program code of the Product in any fashion;

4.1.3. not pass the Client’s login, password (hereafter the "Credentials”) to any third party;

4.1.4. not use the Product in a way that entails a violation of the applicable legislation, the Binding Documents and/or the rights and legitimate interests of third parties;

4.1.5. not delete, hide or modify any trademarks, logos, links or other references to Yandex or other persons contained in the Product or in the data obtained with its help (if any), as well as any other notices and/or information transmitted by the Product.

4.2. The Client shall be solely responsible for the safety and confidentiality of the Credentials used to access the Client Interface. Hence:

4.2.1. any and all actions performed through the Client Interface using of the Client’s Credentials shall be deemed to be performed by the Client;

4.2.2. Yandex shall not be liable before the Client for unauthorized use of the Client’s Credentials by any third party.

4.3. The Client grants to Yandex the right to use the Client’s logotype, trademark, trade name and/or name of the Client’s software and/or Client’s website for informational, advertising and marketing purposes without any additional consent and without paying to Client any fee to for such use.

5. REPORTING AND PAYMENT

5.1. The cost of the Services shall be calculated in accordance with the terms published on the Yandex’s website specified in Clause 2.2. above.

5.2. The Services are rendered on the advance payment terms. Prior to the beginning of the subsequent Reporting Period the Client shall make an advance payment in the amount of 100% (Hundred percent) of the estimated cost of ordered Services (hereafter the “Fees”). Yandex shall have the right to unilaterally change the price and other parameters of the provision of Services published on its website. Payment by the Client shall constitute the Offer Acceptance and shall involve entering into the Agreement on the payment terms and conditions of this Offer valid at the date of corresponding payment (Clause 3 hereof).

5.3. The Services shall be paid by non-cash method, particularly via bank transfer or other legally permitted methods accepted by Yandex. Payment method may be chosen on a payment webpage in the Client Interface. The Client shall choose and use a payment method at its sole discretion. Yandex does not take any responsibility for the security of payments made via third party providers (including financial institutions and payment services providers) and the Client hereby expressly acknowledge and agrees that any such payments shall be governed by separate terms and conditions between the Client and such third parties which Yandex is not a party to and bears no responsibility under.

5.4. The Fees shall be deemed paid by the Client when Yandex receives a confirmation from the bank about crediting the Yandex settlement account with the whole amount due. At Yandex’s discretion as the case may be, the following may be treated as proof of payment: a) a scan-copy of a payment order in case of payment via bank transfer; b) confirmation by Yandex of validity of payment in favor of Yandex via a payment system, in case of an electronic payment by the Client.

5.5. At Yandex’s request, the Client shall notify Yandex on a payment made with submitting a copy of a payment document marked by the bank as executed (when it is applicable for a corresponding method of payment).

5.6. For the purpose of the Agreement, including to determine the scope of Services rendered, the moment of rendering of Services and the final amount of remuneration due as a result of each Reporting Period Statistics data of Yandex shall be used exclusively. Cost of Services shall be calculated solely based on records maintained by Yandex. No other measurements or statistics of any kind shall be accepted by Yandex or have any effect under this Agreement.

5.7. For the purposes of the Agreement, Yandex’s remuneration is charged by offsetting the advance payment made by the Client against the total cost of Services rendered in the Reporting Period on the last business day of the relevant Reporting Period.

5.8. In case of insufficiency of monetary funds in the current Reporting Period, including cases when the Client fails to make an advance payment in accordance with Clause 5.2 of the Offer or when the transferred Fees are insufficient to cover the estimated cost within the Reporting period, the Client’s access to the Product may be restrained.

If the Customer due to any reason has an unpaid debt under the Agreement (including terminated one), any subsequent payment by the Client shall be used to cover the outstanding debts in the first place.

5.9. All settlements shall be made in the currency selected by the Customer in the Client Interface at the moment of registration.

5.10. Reporting.

5.10.1. During each Reporting Period Yandex calculates the remuneration for the Services rendered in the Reporting Period. The Statistics data and the account balance of the current Reporting Period are specified in the Client interface for informational purposes only and shall not be treated as final. Final amount of remuneration payable to Yandex and Statistics data are made available in the Client interface only after the end of relevant Reporting period and shall be specified in the Electronic report.

5.10.2. Within five (5) business days after the end of each Reporting Period Yandex shall send to the Client a unilateral electronic report for the Services rendered by Yandex during the corresponding Reporting Period (the “Electronic report”).

5.10.3. Yandex shall send the Electronic report to the Client by e-mail. The Client shall be deemed to have received the Electronic report the next business day after the day it was sent.

5.10.4. Services rendered during the Reporting Period shall be deemed accepted by the Client in the scope stated in the Electronic report, unless within ten (10) days after the end of the Reporting Period Yandex receives from the Client written objections to the Electronic report. Yandex shall have no obligation to accept or consider any objections regarding the Services stated in the Electronic report submitted by the Client beyond such ten (10) days period, including claims regarding scope of the Services, cost or quality.

5.11. Each Party shall bear its own responsibility for calculation and payment taxes under applicable laws. The cost of the Services includes all applicable taxes, fees, duties and other payments levied in accordance with the tax legislation of the country of Yandex incorporation (if any). The cost of the Services hereunder shall remain unchanged and the amount of remuneration due shall be transferred by the Client without deduction of any taxes, charges, duties and/or other payments in accordance with the tax laws of the Client’s country of incorporation. If the law of the Client’s country requires Yandex to pay any other taxes, charges, duties and/or other payments payable by Yandex as an income recipient, then the total amount to be paid by the Client shall be increased so as to make the net amount received by the Yandex equal to the amount calculated in accordance with the invoice and/or reports under the Agreement.

5.12. The stamp duty (if any) arising from the Agreement shall be paid by the Client in full amount.

6. WARRANTIES AND REPRESENTATIONS

6.1. Yandex hereby represents and warrants that the execution of the Agreement and the performance of its respective obligations thereunder do not and will not violate any agreement to which Yandex is a party or by which it is otherwise bound.

6.2. The Client represents and warrants to Yandex that:

6.2.1. the information provided by it (or its authorized representatives) when registering in the Client Interface and / or when executing any documents under the Agreement is true, accurate and complete and that it will inform Yandex in the event that it changes;

6.2.2. it: (a) has reviewed the terms and conditions of the Offer and the Binding Documents; (b) fully understands the subject matter of the Offer and the Agreement; (c) fully understands the consequences of executing and entering into the Agreement; (d) enters into the Agreement on the voluntary basis;

6.2.3. has all necessary authority and power to enter into, execute and perform its obligations under the Agreement, and performance of the Agreement by the Client will not violate any applicable law or regulation.

6.3. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, YANDEX MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY WAIVE ANYWARRANTIES OR CONDITIONS REGARDING EXPECTATIONS RELATED TO THE SERVICES OR ATTAINABILITY OF CERTAIN CLIENT'S GOALS, INCLUDING, BUT NOT LIMITED TO, THE FITNESS OF THE PRODUCT AND THE SERVICES FOR THE PURPOSES AND EXPECTATIONS OF THE CLIENT, UNINTERRUPTABLE AND ERROR-FREE OPERATION OF THE PRODUCT IN GENERAL AND THE COUNTER INSTALLED ON THE CLIENT's WEBSITE / THE LIBRARY INTEGRATED INTO THE CLIENT's MOBILE APPLICATION, IN PARTICULAR, AND DOES NOT WARRANT THE ACCURACY OF THE INFORMATION OBTAINED THROUGH THE PRODUCT.

THE APPMETRICA SERVICES (INCLUDING THE INFORMATION OBTAINED WITH ITS HELP) ARE PROVIDED BY YANDEX “AS IS”. YANDEX SHALL NOT BE LIABLE FOR ANY DAMAGE, DIRECT OR INDIRECT, CAUSED TO THE CLIENT OR ANY THIRD PARTY BY USE OR INABILITY TO USE THE PRODUCT AND/OR COUNTERS INSTALLED ON THE CLIENT'S WEBSITE / THE LIBRARY INTEGRATED INTO THE CLIENT'S MOBILE APPLICATION, ANY CLIENT INTERACTIONS WITH THE SERVICE SUPPORT, INCLUDING IN CASES OF THE COUNTER INSTALLED ON THE CLIENT'S WEBSITE, THE LIBRARY INTEGRATED INTO THE CLIENT'S MOBILE APPLICATION, SETTING UP THE COUNTER ON THE CLIENT'S WEBSITE AND/OR THE LIBRARY INTEGRATED INTO THE CLIENT'S MOBILE APPLICATION BY THE SERVICE SUPPORT, AS WELL AS BY USE OR INABILITY TO USE THE INFORMATION OBTAINED THROUGH THE PRODUCT. YANDEX SHALL NOT REIMBURSE THE CLIENT OR ANY THIRD PARTY FOR SUCH DAMAGES.

7. LIMITATION OF LIABILITIY. INDEMNITY

7.1. Subject always to Clause 7.7, in no event shall Yandex be liable to the Client for special, incidental, consequential, exemplary, punitive, multiple or other indirect damages, or for loss of profits, loss of data or loss of use damages, arising out of the Services or the Agreement, whether based upon warranty, contract, tort, statute, strict liability or otherwise, even if reasonably foreseeable or if Yandex has been advised of the possibility of such damages or losses.

7.2. Subject always to Clause 7.7, in no event shall Yandex’s aggregate liability in connection with the Agreement, the Services and use the Product by the Client (whether in contract, tort (including negligence), misrepresentation, restitution or any other form of liability and including the amount of penalties (fines, forfeits)) exceed the lesser of the amount paid by the Client to Yandex during the 3-month period preceding the relevant claim or U.S. $10,000.

7.3. Yandex agrees to fully defend, indemnify, and hold the Client harmless from and against all claims, demands, costs, damages, settlements and liabilities (including all reasonable attorneys' fees and court costs) of any kind whatsoever, to the extent arising out of breach of warranties and representations accepted according to the Agreement by Yandex.

7.4. The Client agrees to fully defend, indemnify, and hold Yandex and its Affiliated parties and each of their officers, directors, representatives, employees and agents (the "Indemnified Parties") harmless from and against all claims, demands, costs, damages, settlements and liabilities (including all reasonable attorneys' fees and court costs) of any kind whatsoever, to the extent arising out of (i) breach of its obligations and/or warranties accepted according to the Agreement; or (ii) any violation by the Client of applicable legislation, including privacy laws.

Yandex reserves the right to assume the defense and control of any matter subject to indemnification by the Client, in which event the Client shall cooperate with Yandex in asserting any available defenses and, upon Yandex’s request, submit to it all requested information relating to the use of the Product, assist Yandex in the settlement of such lawsuits and claims, and reimburse all losses (including reasonable attorneys’ fees and amounts of imposed fines) suffered by the Indemnified Parties incurred as a result of any breach hereof or violation of any applicable law.

7.5. In case of violation of the terms of payment under the Agreement which are directly and solely caused by the Client and cannot be attributed (whether in part or whole) to any third parties and/or any events beyond the control of the Client, Yandex may require the Client to pay a fine of 0.1% of the outstanding amount payable to Yandex for each day of delay or the maximum amount permissible under applicable law. Parties acknowledge and agree that such sums are a genuine pre-estimate of Yandex’s loss in relation to such delays.

7.6. Force Majeure.Excluding payment obligations, neither Client nor Yandex will be liable for delay or default in the performance of its respective obligations under the Agreement if conditions beyond its reasonable control cause such delay or default, including, but not limited to, fire, flood, accident, earthquakes, pandemics, epidemics, public health emergencies, outbreaks of infectious diseases, telecommunications line failures, electrical outages, power supply failures, network failures, acts of God, or labor disputes (except for strikes caused by the employees of the Party seeking to rely on this clause), actions and acts of authorities ("Force Majeure Event").

7.6.1. The Party which is unable to perform its obligations under the Agreement due to any Force Majeure Event shall immediately notify the other Party of the nature of Force Majeure Event, which has caused delay or default in the performance of the Agreement in writing (e-mail to suffice) and, upon the other Party’s request, provide with copies of relevant documents.

7.6.2. If the duration of Force Majeure Event exceeds six (6) months, each Party shall have the right to terminate the Agreement. In this case, the Yandex has the right to demand payment for the actually provided, but still unpaid Services.

7.7. Notwithstanding the foregoing, nothing in the Agreement seeks to exclude either Party's liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation or for any other loss which cannot be excluded by applicable laws.

8. CONFIDENTIALITY

8.1. The Parties hereby agree to maintain secrecy and deem confidential the Agreement and any and all information received by the Party from the other Party, which is classified by the disclosing Party as confidential information of such disclosing Party (hereinafter referred to as “Confidential Information”), and not to disclose, make available, make public or otherwise communicate such information to any third party unless the Party disclosing such information gives its prior written consent.

8.2. Each of the Parties undertakes to take all necessary measures to protect the Confidential Information at least to the same extent of diligence to which it protects its own confidential information. Access to the Confidential Information shall be granted only to those employees of each Party or its Affiliated party, who reasonably need it to fulfill their official duties relating to performance hereof. Each of the Parties shall obligate such employees and Affiliated party to assume the same obligations concerning Confidential Information as are imposed on a corresponding Party hereby.

8.3. Confidential Information shall at all times remain the property of the Party disclosing such information and shall not be copied or otherwise reproduced unless the disclosing Party gives its prior written consent.

8.4. The obligation to protect and maintain secrecy of Confidential Information of the Party that has disclosed such information shall not apply to information which:

8.4.1. at the moment of disclosure was or became public otherwise than as a result of breach allowed by the receiving Party; or

8.4.2. becomes known to the receiving Party from a source other than the disclosing Party, provided that the receiving Party does not breach provisions hereof, which may be evidenced by documents sufficient to prove that the source of such Confidential Information is a third party; or

8.4.3. was known to the receiving Party prior to its disclosure hereunder, which is evidenced by documents sufficient to establish such possession of Confidential Information; or

8.4.4. was disclosed upon written consent of the disclosing Party.

8.5. In addition, either Party may disclose the terms of the Agreement: (a) to its professional advisors under a strict duty of confidentiality, (b) for purposes of enforcing its rights hereunder, and (c) if and as required by court order, law or governmental or regulatory agency (provided, however,that the Party shall provide written notice of such required disclosure to the originally disclosing Party prior to such disclosure, unless such notice is prohibited by law, and shall give the originally disclosing Party a reasonable opportunity to object to such disclosure).

8.6. The obligation to maintain secrecy of Confidential Information in accordance with the provisions of this Clause 8 of the Offer shall be effective from the moment of Offer Acceptance and shall remain effective during 3 (three) years upon the expiration of the Agreement or its termination for any reason.

8.7. The information the Parties exchange through the Client Interface shall be treated by the Parties as confidential information.

8.8. The Parties hereby agree that the terms of confidentiality and data protection (including personal data specified by the Client while registering in the Client Interface and/or in the process of performance of the Agreement) do not apply to the use of such data by Yandex for the purposes of drafting Electronic reports. The data (including personal) and details presented by the Client will be specified in the mentioned documents.

8.9. Publication of any references to Yandex, communication to third parties or to the public about the fact and/or details of cooperation in connection with the Agreement is carried out exclusively with the prior written consent of Yandex, except in cases where the provision of relevant information is mandatory in accordance with applicable law only to the extent legally permissible, provide prompt notice to the other Party.

8.10. Injunctive Relief; Cumulative Remedies. The Parties acknowledge and agree that any unauthorized disclosure or use of a Party’s Confidential Information would cause such Party irreparable harm for which monetary damages would be inadequate. Accordingly, in the event of such unauthorized disclosure or use, the aggrieved Party may seek injunctive or other equitable relief to enforce the Agreement in addition to any other legal remedies. Except where specifically stated to the contrary, all remedies available to either Party for breach of the Agreement thereunder, at law, or in equity, are cumulative and nonexclusive.

9. PRIVACY AND DATA PROTECTION

9.1. Each of the Parties acts as a separate and individual controller of personal data that it processes in connection with the conclusion, execution, amendment or termination of the Agreement. Neither Party acts as the other Party’s processor of personal data.

9.2. Each of the Parties is obliged to comply with the requirements of the applicable data protection legislation when processing personal data received from the other Party in connection with the conclusion, execution, amendment or termination of the Agreement.

9.3. Each of the Parties is obliged to ensure the confidentiality and security of personal data received by it from the other Party in connection with the conclusion, execution, amendment or termination of the Agreement.

9.4. The Party which discloses personal data to the other Party in connection with the conclusion, execution, amendment or termination of the Agreement is obliged to ensure that such disclosure complies with the requirements of the applicable data protection legislation.

9.5. The Party which discloses personal data to the other Party in connection with the conclusion, execution, amendment or termination of the Agreement is obliged to ensure that there is: (a) a sufficient legal basis for the disclosure of personal data to the other Party and further processing of personal data by the other Party, its Affiliated parties and partners; (b) a notification of data subjects on the disclosure of their personal data to the other Party and the subsequent processing of personal data by the other Party, its Affiliated parties and partners.

9.6. Yandex and its Affiliated parties have the right to process personal data received from the Client in connection with the conclusion, execution, amendment or termination of the Agreement in accordance with the Privacy Policy available at: https://yandex.com/legal/confidential, including disclosing personal data to partners.

9.7. At the request of the other Party, each of the Parties shall, within a reasonable time, provide the other Party with sufficient evidence of the fulfilment of its obligations under Сlause 9.5. of the Agreement.

9.8. Each of the Parties is obliged to inform the other Party within a reasonable time about the requests of data subjects and supervisory authorities, that are directly related to the processing of personal data in connection with the conclusion, execution, amendment or termination of the Agreement. The Parties shall provide each other with the necessary reasonable assistance to prepare responses to such requests.

9.9. The transfer of personal data from the Client to Yandex is governed by the Agreement. The Parties hereby conclude the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (Commission Implementing Decision (EU) 2021/914 of 4 June 2021) (module one) (“SCC”).

9.10. The Parties agree to include Clause 7 (docking clause) in the SCC.

9.11. For the purposes of Clause 17 of the SCC, the Parties choose the option 1 and specify it as follows:

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Finland.

9.12. The Parties agree to specify Clause 18(b) of the SCC as follows:

Notwithstanding otherwise provided for in this Offer, any dispute arising from these Clauses shall be resolved by the courts of Finland.

9.13. Annex I, II are attached to the Agreement.

9.14. The provisions of this Clause 9 shall prevail against other documents regulating the relations of the Parties on the processing of personal data. Such documents are applied to the extent that they do not contradict this Clause of the Agreement.

10. ANTI-CORRUPTION CLAUSE

10.1. YANDEX and Yandex Group companies of are committed to the highest standards of business ethics in all activities. Yandex and Yandex Group companies expect their contractors to abide by the principles of business conduct set out in the Yandex Group Supplier Code of Conduct. A copy of the Yandex Group Supplier Code of Conduct is available in the corporate section of the Yandex portal at:

https://company-docs.s3.yandex.net/procurement/docs/Supplier_Code_ENG_2021.pdf.

10.2. The Parties adhere to the applicable anticorruption laws.

The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments.

The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes.

This clause constitutes representations material for the Parties. The Parties rely on these representations when entering the Agreement.

Either Party may unilaterally withdraw from the Agreement in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Agreement shall be terminated upon 10 calendar days from the date of the receipt of such written notice by the Party.

If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing.

The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause:

To notify Yandex:

For anonymous reporting: https://yandex.hotline.b1.ru

For non-anonymous reporting: stop_corruption@yandex-team.ru

To notify the Client: address indicated in the contact details in the Client Interface.

11. TERM OF THE OFFER. AMENDMENTS TO THE OFFER

11.1. The Offer shall come into force from the date specified in the "Effective Date" above and shall remain valid until revoked by Yandex.

11.2. Yandex reserves the right at any time and at its sole discretion to make amendments and supplements to the Offer or withdraw the Offer, as well as to make amendments and supplements to or withdraw the Binding Documents. If Yandex makes amendments to the Offer and/or the Binding Documents, such amendments shall become effective at the moment of publishing the amended text online, unless a different effective date for such amendments is specified at the time of publishing thereof.

12. TERM OF THE AGREEMENT. AMENDMENTS TO THE AGREEMENT

12.1. The Agreement shall become effective upon the Offer Acceptance by the Client (Clause 3 above) and shall remain valid until: a) the Parties continue to perform their obligations under the Agreement, i.e. until the Client pays for the Services and Yandex renders the Services in the scope corresponding to their cost; or b) the Agreement is terminated.

12.2. The Client shall acknowledge and agree that amendments made to the Offer and/or the Binding Documents shall involve the same amendments to the Agreement, and such amendments to the Agreement shall take effect simultaneously with the amendments to the Offer and/or the Binding Documents.

12.3. If the Client does not agree with the amendments made by Yandex to the Offer and/or the Binding Documents, the Client has the right to terminate the Agreement in accordance with the procedure provided for in the Offer.

12.4. If Yandex revokes the Offer during the term of the Agreement the latter shall be deemed terminated simultaneously with the Offer revocation unless otherwise specified by Yandex upon the Offer revocation.

13. SUSPENSION OF THE SERVICES. TERMINATION OF THE AGREEMENT

13.1. Suspension of the Services. Yandex shall be entitled to suspend provision of the Services to the Client and/or access to the Product:

(a) temporarily, due to technical, technologic or other reasons for the cure period; or

(b) immediately, if the Client breaches its obligations under the Agreement and/or warranties and representations provided until the Client cures the violations and completely compensates (recovers) losses incurred by Yandex as through such violation; or

(c) for any other reason set out in this Offer, including in cases provided for in Clause 5.8. hereof.

13.2. Termination with a cause.

13.2.1. Yandex shall be entitled to terminate the Agreement unilaterally upon written notice to the Client with the immediate effect if: (i) the Client breaches its obligations under the Agreement and/or warranties and representations provided; or (ii) if the cost of the Services rendered by Yandex under the Agreement entered into on the advance payment terms is equal or exceeds the amount transferred by the Client to the settlement account of Yandex as an advance payment for the Services; or (iii) Yandex receives relevant legal request of the authorized body or judicial decision; or (iv) Client’s actions or the way the Client receives the Services has the signs of unfair practices.

13.2.2. The Client shall have the right to terminate this Agreement if Yandex breaches any material term or condition of the Agreement and fails to cure such breach within ten (10) days after receipt of written notice (e-mail to suffice) of such breach.

13.2.3. Termination of this Agreement by either Party for breach will be a non-exclusive remedy for breach and will be without prejudice to any other right or remedy of such Party.

13.2.4. In the event of termination of the Agreement due to the Client’s violations, Yandex shall be entitled to withhold any Fees already paid, up to the amount of any losses suffered by Yandex in connection with the breach.

13.3. Termination without cause. Notwithstanding any other rights of termination available hereunder, either Party may terminate this Agreement any time subject to the provision of a no less than five (5) business days prior written notification (e-mail to suffice) to the other Party.

13.4. The Agreement may be terminated on other grounds specified in the Offer and/or the provisions of applicable law.

13.5. The Parties hereby agree that no court order shall be required to give effect to the valid termination or expiry of the Agreement.

13.6. Expiration or termination (for any reason) of the Agreement shall not affect any accrued rights or liabilities which either Party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination (including obligations regarding confidentiality, mutual settlements, use of information, protection of personal data, without being limited to the aforesaid).

14. MISCELLANEOUS

14.1. The Offer and the Agreement, the conclusion and performance of the Agreement (including any question regarding the Agreement's existence, validity, interpretation, implementation or termination thereof) shall be governed by the English law. If the disputes are not resolved by Parties through negotiations within thirty (30) business days any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered under the LCIA Rules are deemed to be incorporated by reference in this clause.

The tribunal shall consist of one arbitrator. However, if the amount of dispute exceeds US $ 20 000 000 (Twenty million) the Tribunal shall consist of three arbitrators.

The language of arbitration shall be English.

The seat of arbitration shall be the Dubai International Financial Centre.

14.2. Notices. Any notifications under the Agreement can be served by one Party to the other Party using the following methods: (1) by e-mail: (a) if the Client is a recipient - to the Client’s e-mail indicated in the Client Interface; (b) if Yandex is a recipient - to the Yandex contact details stated in Clause 15 below strictly from the Client’s e-mail address indicated in the Client Interface; or (2) by registered courier with delivery notification; (c) through the Client Interface.

The notice and documents shall be deemed received by the Party: if sent by e-mail — on the next business day after being sent; if sent by courier service — on the date of its delivery according to the delivery notification; if sent through the Client Interface — on the date the notice is posted therein. The Client shall bear its own responsibility to familiarize itself with the information in the Client Interface on a regular basis and shall independently monitor the appearance and change of information, notifications and documents published therein.

14.3. When rendering the Services, the Parties shall comply with all applicable laws. If due to relevant provisions of legislation applicable to Yandex and / or its Affiliated parties further performance hereof becomes impossible and/or prohibitive, Yandex shall be entitled to suspend rendering the Services.

14.4. Assignment: The rights and obligations of a Party under the Agreement or any substantial part thereof may not be assigned and/or subcontracted by the Client to a third party without prior approval by Yandex. The rights and obligations of Yandex under the Agreement, the entire Agreement or any part thereof may be assigned and/or subcontracted by Yandex to third parties without any approval from the other Party. Yandex will notify the Client prior to the assignment of any right or obligation under the Agreement at least five (5) days before the assignment date. The Client shall be entitled to terminate the Agreement in accordance with the procedure provided for in the Offer in case the Client does not agree with the assignment.

14.4. Severability. In the event that one or several provisions of the Offer or the Agreement appear for some reason illegal, invalid, such invalidity shall not affect the validity of any other provision thereof, and the Agreement shall be construed as though it did not contain such an invalid provision.

14.5. Waiver. A waiver of any provision of the Agreement shall only be valid if provided in writing and shall only be applicable to the specific incident and occurrence so waived. The failure by either Party to insist upon the strict performance of the Agreement, or to exercise any term hereof, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect.

15. YANDEX DETAILS

Name: Direct Cursus Computer Systems Trading L.L.C

Address: UAE, Dubai, Trade Center Second, THE OFFICES 4, office No. 09-103

Company registration No.: 1669691

Tax Registration Number (TRN): 104030572200003

Contact form: https://appmetrica.yandex.com/docs/troubleshooting/feedback-new.html

Annex I

A. List of parties

Data exporter:

Data importer:

B. Description of transfer

Categories of data subjects whose personal data is transferred: data exporter’s mobile application end-users.

Categories of personal data transferred: data about the device, including the version of its operating system and location; IP address, advertising identifiers GAID (for Android) and IDFA (for iOS), information about user behavior in the data exporter’s mobile application, other data provided by the data exporter to data importer.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: N/A.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): The data is transferred on a continuous basis.

Nature of the processing: Collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure and destruction.

Purpose(s) of the data transfer and further processing: The data exporter transfer personal data to data importer for the purpose of provision of the AppMetrica service by data importer in accordance with AppMetrica Services Offer.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: The period of provision of the AppMetrica service to data exporter plus the time for the deletion of personal data according to the applicable legislation.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: N/A.

C. Competent supervisory authority

The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.

Annex II

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

• ISO/IEC 27001 compliance;
• Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services;
• Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
• Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing;
• Measures for user identification and authorization;
• Measures for the protection of data during transmission;
• Measures for the protection of data during storage;
• Measures for ensuring physical security of locations at which personal data are processed;
• Measures for ensuring events logging;
• Measures for ensuring system configuration, including default configuration;
• Measures for internal IT and IT security governance and management;
• Measures for ensuring data minimisation;
• Measures for ensuring data quality;
• Measures for ensuring limited data retention;
• Measures for ensuring accountability;
• Measures for allowing data portability and ensuring erasure.