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PARTNER AGREEMENT ON PROVISION OF ADVERTISING SERVICES

1. General Provisions

1.1 This Agreement ("Agreement") is addressed to legal entities and individuals , as well as self-employed entrepreneurs ("Partners") and is an official offer of Limited Liability Company "Travel Tipz" ("Company") to conclude an Agreement on provision of advertising services ("Agreement") on terms as follows: following after.

1.2. This Agreement is a public offer in accordance with a Clause 2 of an Article437 of the Civil Code of the Russian Federation ("CC RF") and contains all Significant conditions of the Agreement.

1.3. This offer is entering into force from the moment of placing it on the Internet Site of the Company www.traveltipz.ru ("Site") and shall remain effective until the moment of recalling the Offer by the Company.

1.4. The Company at its discretion has the right to change Offer conditions or recall it at any time. If due to any changes of the Agreement terms by the Company, changes are entering into force from the moment of placing them on the Site, if another term not specified by the Company while placing. Current version of the Agreement Agreement is always on the page with the following address: http://traveltipz.ru/partner-agreement.

1.5. Location area of the Agreement is Moscow city, Russian Federation.

2. Subject of the Agreement

2.1. The subject of the Agreement is the Company’s provision of the advertising services to the Partner on the Site as follows:

2.1.1 "Basic" Plan which allows the Partner to add promotional and informational materials about the hotel, restaurant, attraction ("Company") to the TravelTipz database, independently operate promotional and informational materials about the added Company, to receive notifications of the new reviews posted about the Company by the Site’s users on his/her e-mail;

2.1.2 "Standard" Plan alongside with "Basic" Plan features, allows the Partner to respond to reviews posted by the Site’s users about his/her Company;

2.1.3 "Premium" Plan which alongside with "Basic" Plan and "Standard" Plan features, allows the Partner to display email and website on his/her Company's page on the Site, to post news and special offers on the Company’s page on the Site and to be integrated in the "Check-Rates" module (available only for hotels).

(Hereafter – "Services").

3. Procedure for the conclusion of Agreement

3.1. The Agreement is concluded by the acceptance of terms and conditions of the Offer (accept).

3.2. The Agreement can be accepted by the Partner the Partner can accept the Agreement) by completing the registration procedure of the Partner in the Partnership program on the Site ("Registration procedure"). The Agreement acceptance shall be interpreted as the completing the Registration Procedure by the Partner, that is Partners following the hyperlink, received by e-mail, which is automatically forwarding to Partner’s e-mail after the pressing the bottom "Register".

3.3. By accepting this Agreement with filling the field in the box in front of the phrase "I accept terms and conditions of the TravelTipz Partner Agreement", the Partner represents and warrants the Company that:

3.3.1. is a duly authorized representative of the Company and has all requisite capacity, power and authority for the execution and performance of the Agreement;

3.3.2. fully reads terms and conditions of the Agreement and understands the subject of the Agreement;

3.3.3. fully understands the meaning and consequences of his/her actions in respect of the execution and performance of the Agreement.

3.4. During the Registration Procedure the Partner shall provide accurate and complete information about himself/herself on the issues specified in the registration form, and keep this information up to date. The Company is not responsible for the accuracy and correctness of information provided by the Partner during the Registration Procedure.

3.5. After the Partner completes the Registration Procedure on the Site, the Company provides the Partner with an access to the Partners Account with the "Basic" Plan, to enter which the Partner needs to enter login and password, specified during the Registration Procedure on the Site.

3.6. In the Partner’s Account the Partner is eligible for using "Basic" Plan’s functions, as well as choosing "Standard" Plan or "Premium" Plan by paying it in accordance with the article 4 of this Agreement.

3.7. The Partner is solely responsible for the security (resistance to guessing) of the chosen password, as well as solely provides the confidentiality of his/her password.

3.8. Any activities, caused by using Partner’s login and password, the Company shall interpret as Partner’s actions.

4. Cost of Services and payment procedure

4.1. "Basic" Plan services shall be provided to the Partner free of charge.

4.2. The payment for the "Standard" Plan or "Premium" Plan Services shall be made in the amount 100% (one hundred per cent) advance payment by wire transfer to the Company’s bank account in accordance with banking details, specified in the invoice, or by other methods, provided by the Company to the Partner in the Partners Account.

4.3. Cost of the services shall be defined in accordance with prices, posted on the Internet on the following address: http://traveltipz.ru/partner.

4.4. The minimal service period – 1 (one) month.

4.5. If the Partner completes "Standard" Plan or "Premium" Plan all at once for the period of 3 (three), 6 (six) or 12 (twelve) months, under condition of at any one time payment of the whole amount in advance, the Partner is eligible for 5%, 15% or 35% discount accordingly.

4.6. During the payment the cost of the Services the Partner shall specify the type of the payment in accordance with the name specified in the invoice. If during paying the invoice, the payment details, specified by the Partner, are inconsistent with this clause the risk of adverse effects bears the Partner.

4.7. The Company has the right at its own discretion to change the Cost of the services without the advance approval of the Partner, at which time providing the posting of changed terms and conditions on the Internet with the following address: http://traveltipz.ru/partner.

4.8. In case the services are paid by wire transfer to the bank account of the Company, the invoice in the Partner’s Account will be formed automatically after the Partner chooses the proper Subscription Plan. The Partner in accordance with the formed invoice shall made the payment in the amount 100% (one hundred per cent) in 30 (thirty) calendar days from the date of its presentation. Upon the expiry of the quoted period the invoice will be cancelled from the Partner’s Account.

4.9. The implementation date of the Partner’s payment responsibilities is deemed the date of receipt of funds on the Company’s specified invoice or the date of payment by the Partner of funds on the Company’s account through the operator, with which the Company is cooperating. Provided that the Partner bears all Partner’s Bank fees or the fees of the Operator that is used by the Partner for payments for the Services of the Company.

4.10. The Services of the "Standard" Plan and "Premium" Plan shall be provided to the Partner after the fulfillment of Partner’s obligations on the payment.

4.11. Reporting period in terms of the Agreement shall be equal to a calendar month.

4.12. If the Partner does not carry out any activity in the Russian Federation, the Services, providing by the Company, shall not be subject to VAT in accordance with Sub clause. 4 Cl.1 of the Article 148 of the Russian Tax Code. In that case the Partner represents and warrants to the Company, that the Partner is the client and consumer of advertisement services, providing in accordance with the Agreement, and is not carry out any activity in the Russian Federation, more specifically:

4.12.1. The Partner has no representative office, branch, other office or fixed place of business in Russian Federation;

4.12.2. The Partner is not registered, or required to be registered, with any Russian tax or other authorities;

4.12.3. The management of the Partner is located outside of Russia; without limitation, meetings of the Board of Directors or equivalent executive body take place outside of Russia, and the minutes of such meetings are signed outside of Russia; and the members of the Board of Directors or equivalent executive body, CEO and other senior managers of the Partner perform their duties outside of Russia; and

4.12.4. The persons authorized to liaise with the Company on behalf of the Customer are not residents in Russia, and do not engage in business activities in Russia.

4.13. The Partner confirms that in accordance with statements, specified in clauses 4.12.1., 4.12.2., 4.12.3., 4.12.4 of this Agreement, VAT is not being charged. The Partner shall promptly inform the Company if any statement set forth in clauses 4.12.1., 4.12.2., 4.12.3., 4.12.4 of this Agreement, changes or becomes untrue or incorrect. The Partner hereby agrees to indemnify the Company for any costs or liability incurred by the Company as a result of any breach or inaccuracy of the statements, if any of the statements set forth in clauses 4.12.1., 4.12.2., 4.12.3., 4.12.4 of this Agreement, becomes untrue. If any of the statements set forth in clauses 4.12.1., 4.12.2., 4.12.3., 4.12.4 of this Agreement, changes or becomes untrue or incorrect, the Partner should pay VAT on the fees for the services and the expenses related thereto, should the Company requests so.

5. Transfer and acceptance of the Services

5.1. At the end of each reporting period in the Partner’s Account on the Site, the delivery and acceptance act ("Act") and invoice are formed automatically.

5.2. Parties agree, that if within 5 (five) calendar days from the moment of forming the Act in the Partner’s Account the Partner do not provide it’s reasons for refusal in writing set forth to this Agreement on e-mail partner@traveltipz.ru, The Services for the period, sets forth in the Agreement, deemed accepted by the Partner exclusive any comment in terms of volume and quality. At the end of reporting period, any Partner’s claims on earlier provided Services are not accepted by the Company.

5.3. Act and invoice within the territory of Russian Federation may be sent by the Company at the separate Partner’s request in writing, at the Company’s expense.

5.4. Act and invoice outside the territory of Russian Federation may be forwarded by the Company at the separate Partner’s request in writing, at the Partner’s expense under the condition of advance payment.

5.5. Once obtained in a hard copy the Partner shall sign and stamp 1 (one) copy of the Act and forward it to the Company.

6. Rights and obligations of the Parties

6.1. The Company is entitled to:

6.1.1. request the Partner for any documentary evidence, including, but not limited to, the registration certificate, rights certificate of using trademarks, other intellectual property, Internet Sites;

6.1.2. edit, at it’s own discretion, any of the promotional items, posted by the Partner on the Site;

6.1.3. remove any of the promotional items, posted by the Partner on the Site in case of the placement and/or content, and/or the format inconsistent with the law of Russian Federation, as well as, carry any signs of inappropriate advertisement or do not conform to requirements of moral and ethical norms; in that case the Company does not carry any responsibilities for the refusal to fulfill the statements of this Agreement and does not pay for possible losses of the Partner, occasioned by such nonperformance;

6.1.4. change the amount of provided Services and the procedure of it’s provision, as well as the cost of provided Services (correct applicable tariffs), with the noticing the Partner about such changes on the Company’s Site by changing the content about the Services and Tariffs ( without a special notice), not less than 3 (three) calendar days before the changes enters into force; by joining the Agreement, the Partner is notified in advance about the possibility of changes, specified in this clause, and agrees that they would be performed by the Company unilaterally; it is understood that conditions, that aggravate the situation of the Partner in comparison to those previously effective, do not enter into force in terms of Services, the advance payment of such the Partner did before the placement on the Site of the Company above and foregoing notice of changing terms and conditions of the Agreement;

6.1.5 notify Partners about news, conducting operations, connected to changes in the procedure of Services provision, offers of Services, as well as make any other notice on the pages of the Site and via e-mail addressed to the Partners;

6.1.6 withhold the provision of Services at the time of resolving technical issues or any other circumstances, interfering the Services provision; at which time the Company technically maintains the Site of the Company, if applicable, during off-peak hours;

6.1.7 should the Company fail the performance under the Agreement as a consequence:

- using the Services in illegitimate objective or illegal obtainment of services, or (and)

- performing of activities that violate the terms of the Agreement or the applicable laws of the Russian Federation and (or) the generally accepted standards for the use of the Internet, The Company in accordance with clause 1 Art. 450 CC RF is entitle to terminate this Agreement unilaterally out-of-court with notification of the Partner. The Agreement shall be deemed dissolved immediately upon the dispatching of such notice. At which time the Services are subjected to full payment in accordance with clause 2 Art. 781 CC RF.

6.2. The Company shall:

6.2.1. provide the Services in full compliance with the terms and conditions of this Agreement and Annexes to this Agreement;

6.2.2. by its own efforts, at its own expense and according to the terms agreed with the Partner to eliminate the defects revealed by the Partner in the process of acceptance of the provided Services.

6.2.3. provide to the Partner an invoice and an Act according to the procedure and terms specified by this Agreement.

6.2.4. enable the access of the Partner to the Partners account by using the Partner’s login and password;

6.2.5. implement technical and organizational measures generally accepted in the Internet to guarantee of confidentiality of the information, received or send by the Partner, as well as identification data and reference details;

6.2.6. in case of technical issues occurrence, to perform all possible measures in a short period of time (provided that lack of faults couldn’t be warranted).

6.3. The Partner is entitled to:

6.3.1. receive the Services of proper quality;

6.3.2. apply for technical support service with recommendations, comments and requirements via e-mail, as well as telephone and other means of communications.

6.4. The Partner shall:

6.4.1. accept the Services and pay for them in accordance with the section 4 of this Agreement;

6.4.2. bear responsibility for the Company’s information provided, guarantee that such information materials do not violate the rights and legal interests of the third parties;

6.4.3. if due to any causes the third parties, whose rights and legal interests have been violated by placement of the Company’s information, raise any claims against the Company, the Partner shall by its own efforts and its own expense to settle a dispute or satisfy the claims of such third parties.

6.4.4. hold the Partner’s identification data under the conditions of excluding the access to the specified data of the third parties;

6.4.5. provide true information, the Company needs for the prompt provision of Services as well as valid Client’s e-mail addresses.

7. Rules of placement of Company’s information on the Website

7.1. The Partner, who completed the registration Procedure, is entitled to place the information content about his/her Company, including but not limited to, description, photographs (jpg, png, gif format; size – not more than 2 Mb), links to the video ("Company’s Content").

7.2. By placing the Company’s Content, the Partner:

7.2.1. confirms, that he/she is a copyright holder of the Company’s Content and has an exclusive right for it;

7.2.2. confirms, that he/she does not violate the rights of the third parties;

7.2.3. confirms the accuracy of the Company’s Content provided.

7.3. By placing the Company’s Content on the Site, the Partner is prohibited from:

7.3.1. place the Company’s Content, which violates the author's rights of the third parties;

7.3.2. using profanity, abusive language, obscene or offensive images, comparisons and expressions;

7.3.3. posting information discrediting the honor, dignity and business reputation of the Site, the Company or third parties;

7.3.4. provision of false information;

7.3.5. provision of information contributing to hatred, ethnic hatred, calling for violence, inhuman treatment of humans or animals;

7.3.6. placement of information of extremist nature, calling for the commission of acts of terrorism and use of weapons, containing information on weapons, explosives and similar information;

7.3.7. placement of information and materials that violate the rights of minors;

7.3.8. placing pornographic materials;

7.3.9. publication of references to network resources, the content of which is contrary to the current legislation of the Russian Federation;

7.3.10. placing other information, directly or indirectly prohibited by the legislation of the Russian Federation.

7.4. The Partner agrees not to post on the Site photos depicting third parties without the consent of the owner and of the third persons depicted in the photographs.

7.5. The Company has the right to moderate any of the Partner’s Content in its own discretion.

7.6. The Partner is solely responsible for the compliance of the content posted on the Site to the requirements of the legislation of the Russian Federation, including the third-party liability in cases where the Partner is posting various information about the Company, violate the rights and legitimate interests of the third parties, including the moral rights of authors, other intellectual property rights of third parties.

7.7. If the third parties present to the Company any claims, demands or suits related to copyright infringement on the Company’s Content, placed by the Partner, as well as about the lack of consent of the persons depicted in the photographs, the Partner undertakes to take all measures to settle the claims. The Company shall not be involved in the complaint, judicial and/or other proceedings between the Partner and the third parties associated with the placement of the Company’s Content on the Site. Upon receipt of any of the above claims, the Company has the right to remove the Company’s Content subject to the claims of the third parties.

8. Exclusive Rights

8.1. All objects available on the Site, including, without limitation, design elements, text, graphics and other objects (hereinafter – the "Materials"), and any content posted on the Site are the objects of the exclusive rights of the Company or other parties, entered into the Agreement with the Company, that grants it the right to place the results of intellectual activities of these parties on the Site. Materials on the Site, and any content posted on the Site may not be used without prior permission of the Company.

8.2. Partner grants to the Company free of charge, under an irrevocable non-exclusive license, the right to use Company’s Content, placed by the Partner on the Site, in any form or in any manner not inconsistent with the laws of the Russian Federation, on the territory of all the world for the duration period of exclusive rights to the Company’s Content, with the right of the Company to grant the right to use the Company’s Content to other parties (the right to sub-license).

9. The Processing of Personal Data of the Partner

9.1. During the Registration Procedure on the Site the Partner provides the following personal information: name, surname, work email address, password, work phone number, position; and in the future the Partner may also provide the Company with certain personal information (together – "Personal Data"). The Partner is responsible for providing accurate Personal Data, as well as for updating the Personal Data in the event of any changes.

9.2. By submitting his/her personal data during the Registration Procedure, as well as in the future, the Partner provides the Company with his/her voluntary consent to the processing of his/her personal data with the use of automation tools, and without the use of automation tools by any means, as necessary, including, but not limited to, the collection, accumulation, storage, updating, changing, use, transfer to the Company (including, in cases where such transfer is a cross-border transfer of personal data), blockage, destruction, without time limitation, according to the Federal Law of 27.07.2006 № 152-FZ "On Personal Data", for the following purposes:

9.2.1. for the Partner registration on the Site;

9.2.2. to communicate with the Partner, including the transmission of information, notifications, and requests for the use of the Site;

9.2.3. to carry out its obligations to the Partner in accordance with the Agreement;

9.2.4. for the targeting of advertising materials.

9.3. The Partner's consent to the processing of Personal Data may be withdrawn by sending to the Company an e-mail to the following address: partner@traveltipz.ru. In this case, all the information derived from the Partner (including email address and password) is removed from the base of the Company and the Partner will not be able to use the Services of the Company.

9.4. By providing his/her email address during the Registration Procedure, the Partner agrees to receive service messages from the Company (including, without limitation, confirmation of registration, on the recovery of the password, Site User’s reviews about the Partner’s Company), as well as mailing information and advertising on the e-mail address specified during the Registration Procedure, from receipt of which the User may refuse in the future.

9.5. The Company is not responsible for the information provided by the Partner on the Site, in a public form.

9.6. During the processing of the Personal Data the Company shall take all measures provided by the Russian Federation legislation to protect it from unauthorized access.

9.7. The Company shall not disclose any Personal Data received from the Partner. Provision of the Company’s Personal Data to the partners, agents and third parties acting under the contract with the Company to fulfill obligations to the Partner is not considered to be a violation of provisions related to the Personal Data. Disclosure of information in accordance with the reasonable and applicable laws of the Russian Federation shall not be considered to be a breach of the obligations related to Personal Data.

10. Responsibility of the Parties

10.1. In case of failure to perform or improper performance of obligations under this Agreement, the Parties shall bear responsibility in accordance with the applicable legislation of the Russian Federation and this Agreement.

10.2. The Company does not bare any responsibilities for any loss, including the loss of expected profit caused to the Partner as a result of failure of the Partner to use provided service not of the Company’s fault, including, without limitation, the following circumstances:

10.2.1 program errors or hardware errors, soft failure, gaps or service interruption, file deleting, variation of function, defects on the computer or any other technical equipment of the Partner;

10.2.2 operating delay during the data transmission or any other circumstances, occurs due to weak quality of communication services, as well as transmission and communication interruptions, irregular data-transmission rate, Internet failure.

10.3. The Company does not bare any responsibilities for any loss, including the loss of expected profit, occurred due to illegal use by the third parties of Partner’s identification data, as well as illegal access of the third parties to the Company’s Services.

10.4. Company is exempt from liability for failure to fulfill obligations under the Agreement, if following such degree of care and diligence required from it by nature of the obligations and terms of business practices, took all measures for the proper performance of the obligation.

11. Force-majeure circumstances

11.1. The Parties are released from responsibility for full or partial nonperformance of their obligations under this Agreement, if this nonperformance is a consequence of force-majeure circumstances.

11.2. Parties agreed that force majeure circumstances, more specifically, covers: acts of elements, hostilities, federal crisis, strikes in the branch or in the region, government actions, fairly bar the obligations enforcing under the Agreement, fails, occurred in telecommunication or energy, activity of a hostile program, as well as unethical practices of the third parties, oriented to the illegal access or disablement of the program complex and/or hardware system of each of the Parties. As specified list of force majeure circumstances is not full.

11.3. Party in force majeure circumstances shall promptly notify the other Party in writing of their occurrence, the beginning, end and influence on fulfillment of obligations according to the Agreement.

12. Terms and conditions for termination of this Agreement

12.1. This Agreement shall enter into force from the moment of the Partner completion of the Registration Procedure on the Site in accordance with the Art. 3.2. of this Agreement and with no time limit.

12.2. The Agreement may be terminated on the occurrence of any of the following:

12.2.1. mutual agreement of the parties;

12.2.2. unilaterally out-of-court provided that a preliminary written notification of such termination is sent to the other Party not later than 14 (fourteen) calendar days.

12.3. If the Partner waive Services under the "Standard" Plan and "Premium" Plan the Company undertakes to refund only for the unused months notwithstanding any discounts. In this case, the discount specified in Art. 4.5 of this Agreement shall be cancelled and conversion of the Services for a full unused months is based on the cost of "Standard" Plan or "Premium" Plan for one month. The remaining amount after the conversion, net of payment system’s fee, shall be returned to the Partner. The Company shall refund within 10 (ten) calendar days after receipt of the notice from the Partners to e-mail: partner@traveltipz.ru.

13. Applicable law and settlement of disputes

13.1. This Agreement is governed and construed in accordance with the legislation of the Russian Federation.

13.2. The Parties shall endeavor to resolve any dispute through negotiation. In the event such dispute cannot be resolved by negotiations and (or) communications, they shall be settled by the general jurisdiction court or the Arbitration Court in accordance with the Russian Federation legislation.

13.3. Obligatory provision of reference to the Arbitration Court is prior direction of claim in writing to the other Party and non-response to such a claim within 30 (thirty) calendar days from the date of direction or receiving refusal of the Party to comply with the requirements set out in the claim.

14. Other conditions

14.1. Parties to the Agreement accept as binding the documents, faces of which received via Fax and email, together with a written form.

14.2. Invalidity of one or more conditions of this Agreement do not invalidate other conditions of the Agreement.

14.3. Any notices provided for in this Agreement, subject to the delivery from the Partner to the Company under this Agreement shall be delivered by email to the following address partner@traveltipz.ru and/or by mail to the following address: 12 Bolshoy Savvinskiy lane, building 18, 4th floor, office 400, Moscow 119435, Russian Federation.

14.4. Any notices provided for in this Agreement, that shall be delivered to the Company from the Partner under the Agreement shall be delivered in a written form by the email address, specified by the Partner during the Registration Procedure. In cases expressly specified in the Agreement, is also proper notice, carried out by changing the content of the relevant Article of the Agreement to the Company's website.

14.5. Each of the parties of the Agreement shall notice in a written form other party about any details changes, provided to the other Party, not later than 5 (five) calendar days from the moment of change. In the event of non-compliance of this statement of the Agreement the party is considered to be received the notice, addressed to the address or email.

14.6. Regarding all questions, related to the performance of the Agreement, the Partner may address to the Company, via email on the following address: partner@traveltipz.ru.

15. Signatures of the Company

Limited Liability Company "Travel Tipz" (LLC "Travel Tipz")
Taxpayer identification number: 7704730662
KPP code: 770301001
Principal state registration number: 1097746424423
Legal Address: 3 Kapranova Lane, building 3, Moscow 123242, Russian Federation
Current Address: 12 Bolshoy Savvinskiy lane, building 18, 4th floor, suite 400, Moscow 119435, Russian Federation
Operating account № 40 702 810 800 020 080 241 in COMMERCIAL BANK "PROBUSINESSBANK" JSCB, Moscow, Russia
Correspondent account №30 101 810 600 000 000 986
Bank Identification Code 044 525 986
Chief Executive Officer: Tetyana Hrekh
Telephone.: +7-495-797-47-77; +7-499-246-60-32.
Fax: +7-499-246-60-32.

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