Yandex Maps API Service Agreement

The present document constitutes the offer of Yandex LLC (“Yandex”) to the entity or person agreeing to these terms (“Customer”) (hereinafter referred to as “Party” and “Parties”) to enter into the Service Agreement (the “Agreement”) on the following terms and conditions.

Terms and definitions

For the purpose hereof the following terms shall have the following meaning:

Acceptance — means complete and unconditional acceptance of the Agreement by acting as specified in Section 11 below.

Agreement — means this agreement between the Customer and Yandex on provision of Services located at: https://yandex.com/legal/maps_api_service_agreement.

Affiliate — of a Party hereto 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.

API Key — means a unique identifier obtained by the Customer and allowing provision of the Services through the correspondent Platform for the Customer's the products, services and software.

Customer — shall mean a legal entity, having its registered address within the Territory who has entered into Agreement in accordance with Section 10 hereof and who is not on any applicable sanctions list, not located in, under the control of, or a national or resident of the territory where performing business operations is prohibited for Yandex Group under applicable laws and regulations, including applicable Sanctions.

Fees — means the fees for Services specified for providing access to the correspondent Platform, chosen by the Customer and available on the Internet webpage, indicated in Section 1.2 of the Agreement.

Platform — means a set of services, which is designed to automatically obtain information in a specific order and configuration. Under the terms of the Agreement is being entered into between the Customer and Yandex by performing Acceptance with respect to the specific set of Platform and Information, chosen by the Customer.

Sanctions — Applicable trade, economic, and financial laws and regulations, including those administered and enforced by Switzerland, United States, European Union and relevant Member States, the United Nations Security Council, or any other government bodies with jurisdiction relevant to the Agreement.

Services — means Yandex services to the Customer on providing access to the Platform to be used in the products, services and software of the Customer and/or its Affiliates (the “under the terms and conditions of the Agreement and the relevant Terms and Fees.

Service Term — means the term, during which the Customer receives Services through the correspondent Platform within the scope of relevant Terms and Fees conditions of three hundred sixty five (365) calendar days starting from the date of Acceptance, except as otherwise provided in the relevant Terms and Fees for the correspondent Platform.

Terms — means the terms of providing Access to the respective Platform or program, chosen by the Customer, available on the Internet webpage, indicated in Section 1.3 of the Agreement.

Territory — the geographical area within which the Customer is allowed to operate the Services.

The Agreement may contain terms and definitions that are not specified in the current “Terms and Definitions” Section above. Should there be all and any of such terms then the Parties shall interpret these terms and definitions within the context of any and all, the Agreement and respective Terms and Fees conditions. In case of ambiguity in interpretation of a term in the Offer such term shall be interpreted as defined: primarily – in the applicable laws, secondarily – in the web site https://tech.yandex.com/maps, thereafter – as general term interpretation (common) on the Internet.

1. Subject of the agreement

1.1. Yandex shall provide the Customer with Services to be used in the products, services and software of the Customer and/or its Affiliates on the terms and conditions defined in the Agreement and respective Terms and Fees.

1.2. The Services shall be provided to the Customer within the Service Term and Territory.

1.3. The Services shall be provided by Yandex on the following Terms and Fees:

2. Rights and obligations of the parties

2.1. Throughout the whole term of the Agreement the Customer shall comply with the applicable laws and ensure the compliance with any other applicable laws of its websites, services, products and software that the Customer uses along with the Platform according to the terms of the Agreement.

2.2. When using the Platform and performing the Agreement the Customer shall comply with all requirements of Yandex, set forth in the Agreement and respective Terms and Fees.

2.3. In order to provide the agreed Services to the Customer under this Agreement, Yandex shall provide the Customer with the opportunity to remotely obtain API keys and library configurations. To obtain an API key, the Customer shall be registered in the partner interface of the Platform available at: https://developer.tech.Yandex.com (the “Partner Interface”). The access to the Partner Interface is carried out by the Customer with its unique login and password. All actions performed in the Partner Interface with the use of the Customer’s login and password shall be deemed to have been performed by the Customer. The Customer is solely responsible for the security of the access to the Partner Interface means (login and password) and undertakes to take measures to ensure their confidentiality. The Yandex shall not be responsible for any unauthorized access by the third parties to the Customer’s Partner Interface, carried out with the use of its login and password.

2.4. Yandex shall provide the Customer with the necessary consultations in the manner determined by Yandex.

2.5. Yandex shall have the right to temporarily suspend the access the Services due to the technical, technological, and other issues, that may cause such suspension for the time period that is reasonable and necessary to eliminate the correspondent issue.

2.6. The Customer may attract its own clients to obtain the Services within the limits specified in the Agreement subject to prior written consent of Yandex.

3. Fees and payment

3.1. Fees. In consideration for provision of the Services under the Agreement, the Customer shall pay Yandex the fees as specified in the respective Fees for providing access to the correspondent Platform. Yandex may unilaterally review and adjust the amount of the fees by giving the Customer a notice at least thirty (30) days prior to the such adjustment proposed date. The amount of the fees may be adjusted only once a year. All payments under this Agreement shall be made in US Dollars unless otherwise is set out in respective Terms or Fees.

3.2. Reporting Period. The reporting period is determined in the respective Terms and/or Fees (the “Reporting Period”). If the Reporting period is not specified in the respective Terms and/or Fees, a period of calendar month shall be a Reporting period. The amount of Fees finally due to the Yandex for the Services rendered during the Reporting Period shall be determined in the respective invoice and/or Electronic report sent to the Customer as set out in Section 3.4 hereof.

3.3. Payment terms. Unless otherwise set forth in the respective Terms and/or Fees, the Customer shall pay all the Fees for the Services in the pre- payment form. Unless otherwise is set out in respective Terms or Fees all settlements hereunder shall be made in US Dollars by making wire transfer from and to the bank accounts specified in the Partner Interface.

3.4. Reports. Unless otherwise set out in the respective additional agreements hereto, the Yandex shall within ten (10) business days upon the end of each Reporting Period, provide the Customer with an Electronic report specifying the scope of Services rendered and the amount of Fees due to the Yandex in the respective Reporting Period via e-mail.

3.5. Taxes. Each Party shall be individually responsible for paying taxes levied on it under applicable laws.

3.6.The amounts set forth in the Agreement, appendices, and/or reports hereto shall include all taxes, fees and other payments accrued in accordance with the laws of Yandex’s country (if any). These amounts shall be transferred by the Customer in full without deduction of any taxes, fees or other payments. If the law of the Customer’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 Customer shall be increased so as to make the net amount received by Yandex equal to the amount calculated in accordance as specified in appendices hereto.

3.7..The stamp duty (if any) arising from this Agreement shall be paid by the Customer in full amount.

3.8. The Customer shall be deemed to have discharged its payment obligations on the date on which the full amount of the fees is credited to Yandex's settlement account.

4. Representations and warranties

4.1. Each Party hereto represents and warrants to the other Party that it has the full power and authority to enter into and perform its obligations under this Agreement. Each Party hereto further represents and warrants that its signer is fully and completely authorized to execute this Agreement. Each person who signs this Agreement further warrants and represents that he/she has been authorized to do so as set forth in the first sentence of this Section. In addition, signature circular shall be annexed as a supporting document where possible in accordance with the applicable laws.

4.2. Each Party hereto represents and warrants that entering into this Agreement and performance of its obligations hereunder shall not constitute a breach of any other agreement that they may have previously entered into and does not violate the rights of any third party. Each Party hereto also represents and warrants that it has the proper experience and expertise required in order to perform its obligations hereunder.

4.3. Each Party hereto represents and warrants that it shall not bind the other Party to any agreement or obligation or give any representation, warranty or guarantee on behalf of and in respect to the other Party, except for those that are specifically authorized by the other Party in advance and in writing.

4.4. Yandex represents and warrants that it owns, holds a proper license in, or otherwise has all necessary rights and permissions to use its Platform and that it shall be fully responsible for the same.

THE CUSTOMER AGREES AND ACKNOWLEDGES THAT THIS REPRESENTATION AND WARRANTY DOES NOT EXTEND TO ANY MATERIAL WHICH IS BEYOND THE YANDEX’S CONTROL, INCLUDING, BUT NOT LIMITED TO, ANY PUBLICLY AVAILABLE THIRD-PARTY WEB CONTENT (WHICH MAY INCLUDE TEXT, DATA, INFORMATION, PHOTOS, IMAGES, GRAPHICS, AUDIO, VIDEO OR OTHER CONTENT), ACCESSIBLE THROUGH THE PLATFORM (HEREINAFTER THE “WEB CONTENT”), AND THE YANDEX GIVES NO WARRANTIES AND ASSUMES NO OBLIGATIONS WHATSOEVER WITH RESPECT TO SUCH MATERIALS, INCLUDING, BUT NOT LIMITED TO, WEB CONTENT.

4.5. The Customer represents and warrants that it owns, holds a proper license in, or otherwise has all necessary rights and permissions in and to the websites, services, software, materials and products that are used with the Platform and that those are free from any infringement of trademark, copyright, patent, trade secret, proprietary information or other intellectual property rights of any third party including any kind of competition related infringements. The Customer further represents and warrants that Customer informs its employees, agents and any other third party whose personal data is being processed by Yandex of such processing of their personal data by Yandex and provides them with all information necessary in order to ensure that Customer complies with its notice obligations under applicable data protection and privacy laws. Relevant information on how Customer processes personal data when acting as controller is provided by Customer’s Privacy Notice (https://yandex.com/legal/confidential).

4.6. Customer represents, warrants, and undertakes that with respect to this Agreement:

(a) it shall comply with all applicable trade, economic, and financial laws and regulations, including those administered and enforced by the United States, the United Nations Security Council, European Union, Switzerland or any other government bodies with jurisdiction relevant to this Agreement (collectively, “Sanctions”)

(b) Neither Customer nor its subsidiaries, nor their respective directors, officers, employees, or affiliates is located in, or a resident or national of, any country that is subject to an export embargo, nor identified on any Sanctions lists, nor is owned or, where relevant under Sanctions, controlled by the same.

(c) Customer will not, directly or indirectly, engage in any unauthorized business or dealings with any persons under Sanctions or otherwise engage in any activities prohibited by Sanctions.

Customer shall promptly notify Yandex of the occurrence of any fact or event that would render any representation or warranty in this Section incorrect or misleading.

Yandex may immediately terminate this Agreement in case of any breach by Customer of any representation or warranty in these Clause 4.6 of this Agreement if Yandex reasonably determines that it cannot perform its obligations under this Agreement due to Sanctions-related prohibitions.

4.7. Except for the foregoing representations and warranties, Yandex does not make any other warranties hereunder, whether express, implied, written or oral, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

5. Confidentiality

5.1. The Parties shall and undertake to keep secret and deem as confidential the provisions of this Agreement as well as any and all information, received by either Party from the other Party and/or its Affiliates during performance of the Agreement, indicated as confidential (the “Confidential Information”), and shall not disclose, make public, expose or provide the Confidential Information to third parties (except third parties subcontracted and/or engaged by Yandex under the terms of appendices hereto that shall be bound by confidentiality obligations no less strict than the obligations of Yandex under this Agreement) in any other way, except obtaining the prior written consent of the providing Party to do so or if obliged to do so by applicable laws in accordance with Section 5.5 below.

5.2. The Parties shall take all necessary measures to protect the Confidential Information at least to the same extent of diligence with which the Parties protect their own confidential information. The access to the Confidential Information shall be granted to the employees and/or contractors of the Parties (or their Affiliates) strictly on a need-to-know basis in order to fulfill their duties related to the performance of the Agreement. Each Party shall bind such employees and/or contractors to fulfill obligations with respect to the Confidential Information no less strict than the obligations of such Party under this Agreement.

5.3. The Confidential Information shall at all times remain the property of the Party that provides such Confidential Information. No rights in any Party’s Confidential Information are granted to the other Party or are to be implied from the provisions of this Agreement save as expressly set out in this Agreement. The receiving Party shall not copy or otherwise reproduce the Confidential Information without the prior written consent of the disclosing Party otherwise than for the purposes of this Agreement.

5.4. The obligation to protect and keep secret the Confidential Information shall not apply to the information that:

5.4.1. at the time of the disclosure is or subsequently becomes public without violation hereof by the receiving Party; or

5.4.2. is independently developed and/or received by the receiving Party without any use of the Confidential Information disclosed by the disclosing Party hereunder, which may be confirmed by documents sufficient to prove that the source of such Confidential Information; or

5.4.3. has become known to the receiving Party prior to disclosure to it by the disclosing Party of the Confidential Information according to the terms hereof, which may be confirmed by documents by documents sufficient to prove such prior possession of the Confidential Information; or

5.4.4. has been disclosed upon obtaining a prior written consent received by the disclosing Party.

5.5. Each party may disclose the Confidential Information to the minimum extent required by:

(a) any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction, provided that the receiving Party first notifies the disclosing Party of the order (if not prohibited by applicable law) and, upon the request of the disclosing Party, the receiving Party shall use commercially reasonable efforts to assist the disclosing Party, at the disclosing Party’s sole expense, in seeking an appropriate protective order; or

(b) the rules of any listing authority or stock exchange on which its or its Affiliates’ shares are listed; or

(c) the laws or regulations of any country to which its affairs are subject,

provided that the disclosing Party shall notify the other Party about such request within one (1) business day from the moment of its receipt.

5.6. The obligations provided in this Section 5 shall come into effect on the Effective Date and shall survive for three (3) years after expiration or termination of either or both the Agreement and the Agreement.

5.7. Without prejudice to other provisions of this Section 5, the Parties and/or their Affiliates may disclose information regarding the existence of the contractual relationship with each other under this Agreement for advertising and marketing purposes from the time of the commencement of the provision of the Services under the Agreement, upon getting prior written consent of the other Party, including the announcements for mass media, press releases, public announcements and advertisements, and other communications relating to this Agreement.

5.8. The receiving Party shall hereunder indemnify the disclosing Party (at the latter’s request) for the direct/ indirect damages caused by violation of the terms specified in this Section 5 regarding protection of the Confidential Information transferred hereunder under the applicable laws.

6. Personal data

6.1 The Parties are independent controllers of personal data processed by the Parties in connection with this Agreement unless otherwise explicitly provided by this Agreement. The Parties are independently responsible for compliance with applicable data protection laws.

6.2 The Customer shall ensure that the personal data, which it supplies or discloses to Yandex, has been obtained fairly and lawfully and that it will obtain all necessary consents from persons whose data is being processed for such transfer and further processing of personal data by Yandex and Customer has obtained all necessary registrations or permissions with authorities to permit Yandex to process the personal data and transfer it to third parties, including those located abroad, pursuant to its obligations under this Agreement.

6.3 The Customer acknowledges and agrees that Yandex may disclose the information (including personal data) provided by the Customer to any third party in order to fulfil its necessary activities in fulfilment of the Agreement. The third party may be located in countries that provide adequate protection of personal data, and in countries that do not provide adequate protection in accordance with the decisions of the competent data protection authority.. The Customer acknowledges and agrees that such third party, if located outside Customer’s jurisdiction, may not be subject to data protection regulation similar to the Customer’s jurisdiction data protection laws.

6.4 If the Parties receive a request based on data protection laws (for example a request for access to his/her personal data) relating to personal data controlled by the other Party, the receiving Party shall not answer such request but forward it to the other Party along with supporting documentation (if any) without delay.

6.5 The Parties shall without delay notify each other they it receive a request from a competent authority relating to the processing of personal data under the Agreement, unless prohibited by law from providing such notification. The Parties shall provide reasonable assistance to each other in responding to requests from a data subject or an authority.

6.6 Yandex confirms that it has taken, sufficient and appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to personal data, having regard to the state of technological development and cost of implementing any measures, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected. Yandex will take appropriate steps to ensure compliance with the measures by its employees to the extent applicable to their scope of performance, including ensuring that all persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. The Parties agree that the personal data protection measures mentioned above are appropriate and sufficient for the transfer (including cross-border) of personal data between the Parties under this Agreement.

7. Limitation of liability. Indemnification

7.1. EXCEPT FOR GROSS NEGLIGENCE AND INTENT AND EXCPET FOR SECTION 7.2, YANDEX SHALL IN NO EVENT BE LIABLE TO CUSTOMER FOR THE LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOST REVENUE OR PROFITS) OR FOR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE CUSTOMER, ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, AGENTS AND CONTRACTORS (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.

7.2. Yandex shall defend, indemnify and hold the Customer, its Affiliates and their respective employees, agents and contractors harmless from and against losses, damages, costs and expenses (including without limitation reasonable legal fees and costs of proceedings) caused by Yandex’s gross negligence and intent and arising out of or related to respective third-party actions, suits, claims and demands brought or made against the Customer and immediately brought to the attention of Yandex, alleging the actual infringement of a third party’s personality right (including, but not limited to, privacy right), trademark, copyright, patent or other intellectual property right in or related to the materials and/or software provided by Yandex to the Customer, except cases when such alleged infringement arises solely from a breach of the Agreement by the Customer. In the event of a third-party action, suit, claim or demand as described above, the Customer shall permit Yandex to control the defense and settlement of the claim and assist Yandex in resolving such action, suit, claim or demand. Yandex’s indemnity is limited by amount of any adverse final judgment or settlement.

7.3. The Customer shall defend, indemnify and hold Yandex, its Affiliates and their respective employees, agents and contractors harmless from and against any and all losses, damages, costs and expenses (including without limitation reasonable legal fees and costs of proceedings) arising out of or related to any and all third-party actions, suits, claims and demands brought or made against Yandex and promptly brought to the attention of the Customer, alleging any infringement of any third party’s personality right (including, but not limited to, privacy right), trademark, copyright, patent or other intellectual property right in or related to the products used by the Customer in connection with the Services hereunder as indicated in the Section 4.5 hereof, except cases when such alleged infringement arises solely from a breach of the Agreement by Yandex. In the event of a third-party action, suit, claim or demand as described above, the Customer shall assist Yandex in resolving such action, suit, claim or demand, as well as reimburse all losses, damages, costs and expenses (including without limitation reasonable legal fees and costs of proceedings) arising out of or related to the same.

8. Governing law and dispute resolution

8.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The application of conflict of law provisions is excluded. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong.

The law of this arbitration clause shall be Hong Kong law.

The number of arbitrators shall be one.

The arbitration proceedings shall be conducted in English. The Parties expressly waive their rights of recourse to the courts of England and Wales or any other court of competent jurisdiction, including their rights under sections 45 and 69 of the Arbitration Act 1996, to determine any points of law arising in the course of, or out of an award made in, any proceedings conducted under this Agreement.

By agreeing to arbitration, the Parties do not intend to deprive any court or other governmental entity or regulatory agency of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings or the enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a court or otherwise, the tribunal shall have full authority to grant provisional remedies and to award damages for the failure of a party to respect a court’s or the tribunal’s orders to that effect.

The prevailing Party shall have the right to collect from the other Party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement.

9. Force majeure

9.1. The Parties shall be relieved of liabilities for full or partial nonperformance of their obligations under the Agreement if such nonperformance occurs after the Effective Date as a result of any flood, fire, earthquake and other acts of God, war, military hostilities, blockage, prohibitive actions of authorities and acts of the government agencies, strikes, destruction of communications and electric power supply, explosions which occur during the term of the Agreement and could not be foreseen or prevented by the Parties (each, an “Event of Force Majeure”).

9.2. The Party affected by an Event of Force Majeure shall notify the other Party in writing about such Event of Force Majeure within five (5) business days from the moment of the its occurrence. If possible, the notice shall specify the nature of the Event of Force Majeure and shall contain a correspondent reference to an official document issued by a competent authority confirming the existence of such Event of Force Majeure and, if applicable, give evaluation of its effects on the Party’s ability to perform its obligations under this Agreement. Such documents shall be sent by the correspondent Party within reasonable time periods specified for such documents.

9.3. If the Party affected by an Event of Force Majeure fails to send the notice as specified in Section 9.2 of the Agreement, the Party shall have no right to refer to such Event of Force Majeure as an excuse for failure to perform its obligations and, upon a written request of the other Party, shall reimburse to such Party any proven damages incurred due to the effect of the Event of Force Majeure.

9.4. Upon occurrence of an Event of Force Majeure, the term for obligation performance under the Agreement by the affected Party shall be prolonged for the subsequent and equal period of time during which the Event of Force Majeure and consequences thereof continue as well as the reasonable terms required to redress such consequences.

9.5. The affected Party shall promptly (within five (5) business days) notify the other Party about the discontinuance of an Event of Force Majeure in writing. Such notice shall specify the period of time within which the Party expects to perform its obligations under the Agreement delayed due to such Event of Force Majeure. If the affected Party fails to send such notice in due time, such Party shall have no right to refer to the Event of Force Majeure as an excuse for nonperformance of its obligations and, upon a written request of the other Party, shall reimburse the other Party the losses incurred by the other Party in connection with the absence of timely notification and of the Event of Force Majeure effect.

9.6. Should an Event of Force Majeure continue for more than one (1) calendar month, the Parties should in good faith negotiate the future of the Agreement. If the Parties fail to reach an agreement within seven (7) calendar days from the request by one of the Parties to commence negotiations, either Party may terminate the Agreement unilaterally by giving the other Party a written notice with the immediate effect upon its receipt by the other Party.

10. Term, amendments and termination the agreement

10.1. The Acceptance by the Customer according to Section 11 of the Agreement shall enforce Agreement on the terms and conditions specified in the Agreement and the relevant Terms and Fees.

The Agreement shall become effective upon its placement on the Internet at https://yandex.com/legal/maps_api_service_agreement and shall expire upon its cancellation by Yandex.

The Agreement shall become effective upon the Acceptance by the Customer and shall remain in effect: a) during the Service Term, or b) until the Agreement is terminated by either or both Parties.

Upon the Acceptance the Customer agrees and acknowledges that: a) Yandex has the right to unilaterally make amendments to the Agreement and/or respective Fees and Terms without at any time without prior notification of the Customer; b) such amendments shall constitute the integral part of the Agreement and shall become effective and binding to the Customer from the of their publication on the Internet at the addresses specified in Section 10.1 above, unless any other term for amendments effectiveness is additionally specified for such placement.

10.2. The Agreement may be terminated:

10.2.1. by the mutual agreement of the Parties;

10.2.2. unilaterally by either Party pursuant to Section 9.6 hereof;

10.2.3. unilaterally by Yandex in case of a breach of the Agreement by the Customer which has not been cured within (15) calendar days upon receipt of Yandex’s related notification by giving the Customer an above mentioned prior written notice with the immediate effect upon its receipt;

10.2.4. unilaterally by Yandex in case of a repeated (second or more) breach of the Agreement, including any addendum, appendices and exhibits thereto, by the Customer upon Yandex’s notification of such breach, by giving the Customer a prior written notice with the immediate effect upon its receipt;

10.2.5. by either Party providing one hundred and eighty (180) days advance notice. in other cases, specified in appendices hereto.

10.3. Termination or expiration of this Agreement shall not relieve either Party of its obligations accrued prior to the effective date of such termination or expiration, or of any liability arising out of any breach of this Agreement, or out of any payments due prior to the effective date of such termination or expiration. Section 4, 5, 6, 7, 8, 9, 12 and this Section 10.3 shall survive expiration or termination of the Agreement.

10.4. In the event of termination and/or cancellation of the Agreement, funds deposited for requests in excess of the number of requests included in the minimum payment (pre-payment) and not used after the expiration of the Agreement as it is specified in the relevant Terms and Fees will be returned to the Customer within 30 (thirty) business days from the date of receipt by Yandex of the corresponding written request from the Customer to the Yandex via email address specified in Section 13 of the Agreement.

11. Acceptance and entering into the agreement

11.1. BY INSTALLING, DOWNLOADING, OR OTHERWISE ACCESSING THE SERVICES CUSTOMER EXPRESSLY ACCEPTS AND AGREES TO THE TERMS OF THIS AGREEMENT. IF THE CUSTOMER IS AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS ITS EMPLOYER, CUSTOMER REPRESENTS THAT IT HAS THE LEGAL AUTHORITY TO BIND THAT ENTITY. IF THE CUSTOMER DO NOT HAVE SUCH AUTHORITY, OR IF THE CUSTOMER DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, THE CUSTOMER MAY NOT USE THE SERVICE EITHER HIMSELF OR ON BEHALF OF THE ENTITY.

11.2. Yandex shall not consider as an appropriate Acceptance the actions, listed in Section 11.1 of the Agreement, that were performed by the following persons:

• the persons with whom Yandex previously terminated the Agreement due to the violation of the provisions of the Agreement by the specified person, as well as
• the persons who duplicates the Customer and with whom Yandex previously terminated the Agreement due to its violation of the provisions of the Agreement. Such a person is deemed to be any person other than the Customer who offers the Customer’s products (for example, a website) to the end users.

Such actions will not entail any obligations on behalf of Yandex.

The provisions of this paragraph will not apply to cases where Yandex has shown the approval of the Acceptance made by the above-mentioned persons and acknowledged it as an appropriate one (by granting the access to the relevant Platform).

Yandex has the right to independently determine technical ways to restrict the Acceptance in relation to the above-mentioned persons.

12. Miscellaneous

12.1. The Customer shall immediately notify the Yandex on any changes in its registered and correspondence addresses, the legal status (including the form of incorporation) and/or banking details.

12.2. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect. The Parties agree to replace any invalid provision with a valid one, which most closely approximates the intent and economic effect of the provision held to be invalid. The waiver by either Party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

12.3. The Parties to this Agreement are considered to be independent contractors. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

12.4. Rights and obligations of a Party under this Agreement may be assigned by either Party to a third party only upon prior written consent of the other Party. Notwithstanding the foregoing, the Yandex may assign any of its rights and obligations under this Agreement, without the consent of the Customer, to its Affiliate in connection with any merger, consolidation or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. This Agreement is not made for the benefit of any third party who is not a party hereto, and, subject to mandatory applicable law, only the Parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Agreement.

12.4. The Parties adhere to the applicable anti-corruption 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 this Contract.

Either Party may unilaterally withdraw from the Contract in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Contract 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.

12.8. A notice sent by either Party under this Agreement shall be made in writing and personally delivered or given by registered mail, return receipt requested, overnight courier, or e-mail, addressed to the other Party at its address given below (or any such other address as may be communicated to the notifying Party in writing) and shall be deemed to have been served if delivered in person, on the same day; if sent via e-mail, twenty four (24) hours after transmission; if sent by registered mail, ten (10) calendar days after deposit into the mail system, or if sent by overnight courier, the second (2) day after deposit with the courier.

12.9. Any notifications under the Agreement can be made by each Party: 1) by e-mail using the Customer’s e-mail address indicated in the Developer’s Account and Yandex e-mail address stated in Section 13 below; 2) by fax; 3) by post with delivery confirmation or by courier with delivery notification.

13. Yandex information

Company name: YANDEX L.L.C.

Legal form: Public company

e-mail: api-maps@yandex-team.ru

Date of publication: 29.05.2024