Offer agreement for provision of GetUNIQ services

Introduction

This Offer agreement is intended for the User by the Contractor and defines the terms and conditions of the agreement for provision of the Service (and the User agreement) as defined below:

Terms and definitions:
  • 1. “Virtual balance” is the amount of funds available to the Customer for the purposes of providing services under the User agreement.
  • 2. “Customer” is the User (an individual, including an individual entrepreneur, or a legal entity on whose behalf the User acts) who has accepted the terms and conditions of this Offer agreement and entered into an agreement on the terms and conditions of this User agreement.
  • 3. “Contractor” is a person offering the User to conclude a User agreement on the conditions set forth below and providing the Customer with the services provided for in this User agreement.
  • 4. “Advertising systems (services)” are Websites, pages, channels, and other resources of the Internet and electronic services through which and where the Promotional materials are posted in accordance with the rules established by the administrators of these resources and services.
  • 5. “Promotional materials” are promotional and advertising materials posted by the Customer on the Internet and on any other resources under this User agreement.
  • 6. “Payment profile” is a method of payment for services provided by the Contractor under this User agreement, as determined by the Customer, which also provides additional information about the Customer’s method of payment.
  • 7. “User” is a person who has access to the Internet and uses it to search or post information.
  • 8. “User agreement” is an agreement for the provision of the Service, concluded between the Contractor and the Customer in the event that the User accepts this Offer agreement as set forth herein.
  • 9. “Website” is a collection of web pages or resources located at the address of the corresponding domain name.
  • 10. “Service” is an electronic service that can be accessed by the Customer and that allows to remotely post the Promotional materials on the Internet in the Advertising systems (services) and make payment for the posting. A detailed description of the Service is provided on the Website located at: https://getuniq.me/.
  • 11. “Ticket” is an electronic application submitted to the Contractor through the feedback system available to the User in the Service or sent to the Contractor’s email.

If no interpretation of any term used in this User agreement is provided, the meaning of the term shall be determined in accordance with applicable law; if no official interpretation is provided, then in accordance with the meaning provided on the Website https://getuniq.me/; and if no interpretation is provided on the Website, then in accordance with the meaning of the term provided on the Internet or used in business practice.

  • 1. Acceptance of the terms and conditions of this Offer agreement
    • 1.1. The User shall be deemed to have accepted the terms and conditions of this Offer agreement and entered into the User agreement on the terms and conditions, as provided below, when performing any of the following actions:
      • 1.1.1. Completing by the User of any registration forms on the Website at https://getuniq.me/;
      • 1.1.2. Selecting the check box next to the option “I agree with the terms and conditions of the User agreement.”
      • 1.1.3. Verification (confirmation) of the registration by clicking on the link sent to the email address specified by the User.
    • 1.2. As soon as the User starts performing the actions specified above, the User shall be deemed to have concluded the User agreement with the Contractor.
    • 1.3. If the User acts as a representative of a legal entity or is an individual entrepreneur, the Contractor shall have the right to clarify the payment and any other details, including by requesting additional documents from the User after creating an appropriate Payment profile for the User.
  • 2. General service terms and conditions
    • 2.1. The Contractor undertakes to arrange for the Customer the posting of the Promotional materials on the Internet in the Advertising systems (services) by using the Service, and the Customer shall pay for the services rendered. The services shall be provided by ensuring that the Customer can access the Service and by creating the Customer's personal account.
    • 2.2. The Contractor shall have the right to restrict access to the Customer’s personal account and suspend the provision of services if the Customer has a debt, if the Customer has violated the terms and conditions of the User agreement, or in any other cases provided for by this User agreement and applicable law.
    • 2.3. After creating such personal account, and after filling in and verifying the completed payment information, a corresponding Payment profile shall be created for the Customer in the Personal account. From the date when the Payment profile is created, the Customer shall have the right to make payments to the Contractor for the provision of the services related to posting of the Promotional materials. The information about the available balance required for the payment of the Contractor’s services relating to posting of the Promotional materials shall be provided in the Customer's personal account and shall constitute the Customer’s Virtual balance.
    • 2.4. After the Customer has created an advertising account and a Payment profile, the Customer shall have the right to start posting the Promotional materials.
    • 2.5. After creating an advertising account using the Service, the Customer shall be prohibited from substituting the Website after it has been verified by the Advertising system (service), using ComeBacker tabs on the Website, or violating any requirements and rules relating to posting of the Promotional materials, as established by the Advertising systems (services) and applicable law.
    • 2.6. The Contractor shall keep records of the scope of the services rendered to the Customer in relation to posting of the Promotional materials based on the analytics obtained from the Advertising systems (services) through which the services are provided.
    • 2.7. The Customer, when creating an advertising account in the Advertising system (service), shall accept the terms and conditions for providing services for posting of the Promotional materials, as established by the relevant Advertising system (service).
    • 2.8. The Customer shall independently configure his or her advertising campaigns, determine the subject of the posted Promotional material, the place, and any other parameters for posting of the Promotional materials within the functionality provided for by the relevant Advertising system (service) and the Service.
    • 2.9. The Contractor shall not create and/or change the Promotional materials, trademarks, service marks, or logos of any other results of intellectual activity used by the Customer for the purposes of providing services under this User agreement. For the purposes of fulfilling the obligations stipulated by the User agreement, the Customer agrees that the Contractor can use the Promotional materials, trademarks, service marks, logos, and any other results of intellectual activity and transfer them to the Advertising systems (services) with the same rights.
    • 2.10. The Customer shall guarantee that, by using the Service, the Customer shall act voluntarily and in good faith, have any necessary powers, licenses, and permissions to conclude the User agreement and have any rights to the information, the Promotional materials, and the results of intellectual activity provided to the Contractor for the purposes of fulfilling the terms and conditions of the User agreement.
    • 2.11. The Customer guarantees that the information, the Promotional materials, the results of intellectual activity, and the Website used and/or transferred by the Customer to the Contractor are reliable, comply with applicable law, and do not violate any rights or legitimate interests of any third parties, including the rules of the Advertising systems (services).
    • 2.12. The Contractor undertakes independently, but at the expense of the Customer, to ensure that advertisements posted under this Agreement are assigned unique identifiers in accordance with Federal law on advertising dated 13 March 2006 N 38-FZ and any other regulatory acts provided that such advertisements are posted using the Advertising systems (services) being capable (or authorized, including on the basis of an appropriate agreement with the operator of the advertising data) of assigning unique identifiers to advertisements in accordance with Federal law on advertising dated 13 March 2006 N 38-FZ and any other regulatory acts. The Customer acknowledges and agrees that the Contractor shall choose the advertising data operator with which the Customer shall conclude a relevant agreement at the Customer’s own discretion.
    • 2.13. The Contractor shall assign unique identifiers to advertisements posted under this Agreement in the manner established by the Advertising systems (services) and/or persons authorized by such systems (services) to perform such function. If the Customer does not agree with the terms relating to assigning unique identifiers to advertisements, the Customer shall independently and the own expense assign unique identifiers to advertisements in accordance with Federal law on advertising dated 13 March 2006 N 38-FZ and any other regulatory acts.
    • 2.14. In cases where the Customer independently assigns unique identifiers to advertisements, the Contractor shall not be liable to the Customer for posting any advertisements that have not been assigned a unique identifier. The Customer also agrees that if the Contractor discovers that the advertisements posted are not assigned unique identifiers in accordance with Federal law on advertising dated 13 March 2006 N 38-FZ and any other regulatory acts, the Contractor shall have the right to suspend the provision of services under the Agreement, provided that the Customer has been accordingly notified.
    • 2.15. The Customer undertakes to provide the Contractor with any information about the Promotional materials, the unique identifiers of the Promotional materials (in the case when the unique identifiers are assigned by the Customer independently), and the Customer’s personal information. If the Customer posts advertisement in the interests of his or her clients, the Customer must also provide information about the clients, including about the end advertiser, within the timeframe, the scope, and in the manner established by the Federal law on advertising and other regulatory acts. The Customer agrees that if, under this User agreement, he or she purchases services in the interests of his or her clients and does not provide information about such clients to the Contractor, the latter shall have the right to assume that the Customer is the end advertiser. The Customer shall have the right to provide the Contractor with the information specified in this clause by submitting it to the Contractor’s email address or (if it is technically available) through the user interface of the Personal account in the Service.
    • 2.16. The Customer guarantees that he or she does not use the Service for purposes that violate the rights and legitimate interests of any individuals or organizations, cause any harm to them, disrupt the normal operation of the Service, or commit any fraudulent actions, or for any other illegal purposes, including for the purposes that violate the rules of the Advertising systems (services).
    • 2.17. The Contractor guarantees that it has all the rights to conclude this User agreement with the Customer and shall fulfill its obligations in good faith in accordance with the terms and conditions of the User agreement and applicable law.
    • 2.18. The Contractor shall have the right, without the consent of the Customer, to engage any third parties in fulfilling the obligations under this User agreement while remaining liable for any actions of these persons as if these were its own actions.
    • 2.19. The Customer undertakes to ensure the safety and confidentiality of his or her login and password obtained to use the Service and shall bear the risks of any adverse consequences caused by the loss of such information. The Customer shall also assume any risks of any adverse consequences if the email address specified by the Customer during registration with the Service is unavailable or inoperable.
    • 2.20. The Customer undertakes to keep his or her personal information in the personal account and to keep the Payment profiles up to date and shall independently bear any risks of any adverse consequences caused by the Customer’s failure to update such information.
    • 2.21. The Contractor, in order to improve the operation of the Service, shall troubleshoot its work and shall have the right to carry out any preventive or other technical temporary work, during which the Service may not be available to the Customer, with which the Customer agrees and to which the Customer does not object.
    • 2.22. The Contractor shall have the right to provide the Customer with information about any current promotions or offers regarding the services provided by the Contractor, press releases, reviews, or any other information materials regarding the Service, with which the Customer agrees and to which the Customer does not object.
    • 2.23. The Contractor, in order to form a portfolio and advertise its activities, shall have the right to disclose information about the fact of cooperation with the Customer, in connection with which the Contractor can publish the information about the fact of cooperation with the Customer, the Customer’s logo, trademark, service mark, or trade name on the Website at: https://getuniq.me/ and on any other resources, with which the Customer agrees and to which the Customer does not object.
  • 3. Financial terms and method of payment for services
    • 3.1. The Contractor’s services shall be paid for by bank wire transfer. Services shall be deemed paid from the date on which the Contractor receives information about the payment from the bank servicing the Contractor’s account.
    • 3.2. The Customer shall have the right to choose the payment method by wire transfer from the payment methods provided in the Service interface by providing the required payment information (select Payment profile). After verification by the Contractor of the Payment profile, the Customer shall have the right to make payments for the provision of the services related to posting of the Promotional materials.
    • 3.3. The Contractor, depending on the selected Payment profile, shall have the right to set the minimum amount for a one-time deposit for the Virtual balance. Information on the minimum amount of a one-time deposit shall be available in the personal account of the Service when the Customer adds funds for the Virtual balance. Any costs, duties, and commissions related to adding funds for the Virtual balance shall be borne by the Customer. The Contractor shall also have the right to set commissions for adding funds for the Service, and the information about the commission shall be provided in the interface of the Service.
    • 3.4. Any unspent funds shall be returned upon the Customer's electronic request through the feedback system available in the Service interface or by sending a related request from the email address used by the Customer when registering with the Service. Requests for refunds shall be handled starting from the 15th to the 25th day of the current month provided that the related request is received no later than on the 13th day of the current month. Any return requests received after the 13th day of the current month shall be handled starting from the 15th to the 25th day of the next month.
    • 3.5. Refunds shall be provided net of the commissions for the Advertising systems (services) and the payment systems through which the refund is provided.
    • 3.6. Refunds cannot be made in cash; they shall be made using the same method by which funds are deposited into the User’s personal account.
    • 3.7. Refunds to any third party at the request of the Customer can be made only if a written agreement relating to such return has been concluded and such an agreement has been signed by the Customer and the Contractor's authorized representative on condition that the Customer has provided documents confirming the identity of such authorized representative or the incorporation and registration documents.
    • 3.8. If the Customer is a representative of a legal entity (company) or an individual entrepreneur who has provided their checking account as the preferred method of payment, the Customer shall have the right to independently generate invoices for the amounts the company/individual entrepreneur has specified using the Service interface in their personal account.
    • 3.9. The Contractor shall generate a Certificate of services rendered (hereinafter referred to as the “Certificate”) and an invoice on a monthly basis, within 5 (five) working days from the last date on which the services were provided under this User agreement. These documents can be created as a universal transfer document (hereinafter referred to as the “UTD”) and sent to the Customer’s address specified in the Payment profile as original documents. Unless otherwise specified in the Certificate or UTD, the last date on which the services were provided is the last calendar day of the corresponding month on which the service was provided. The Contractor, at a relevant request from the Customer, shall have the right to send copies of the Certificate, UTD, or invoice as a scanned document to the Customer’s email address specified during registration with the Service.
    • 3.10. The services shall be deemed to have been rendered by the Contractor in a proper manner and accepted by the Customer in the amount specified in the Certificate or UTD if within 5 (five) business days from the date of receipt by the Customer of the relevant Certificate or UTD, the Contractor has not received any reasoned objection from the Customer regarding the signing of the Certificate or UTD. Any objections can be sent by the Customer electronically by creating an appropriate Ticket in the Service or in hard copy by sending the document to the Contractor’s mailing address specified in Clause 8.7 of the User agreement. Provided that there have been no objections, the Customer undertakes, within 5 (five) business days from the date of receipt of the Certificate or UTD, to send to the Contractor at the mailing address specified in Clause 8.7 of the User agreement a copy of the Certificate signed by the Customer and the UTD. The Customer has the right to submit to the Contractor a scanned copy of the signed Certificate, UTD, and invoice by emailing the documents to support@getuniq.me or by uploading them to the relevant section of the User’s personal account in the Service.
    • 3.11. A request for documents specified in Clause 3.9 of this User agreement may be sent electronically or in hard copy in the manner specified in Clause 8.9 of this User agreement.
    • 3.12. None of the provisions of this User agreement shall deprive the Parties of their rights to exchange their Certificates, invoices, or UTDs and to sign these documents using an electronic document management system and an enhanced qualified electronic signature (hereinafter referred to as the “EDM”). When the Parties use the EDM, the Contractor shall have the right not to send their Certificates, invoices, or UTDs to the Customer by the methods specified in Clauses 3.9 and 3.10 of this User agreement.
    • 3.13. The Contractor shall have the right to suspend the provision of services under this User agreement if: a) the Customer has a debt for the services rendered; b) the Customer has not provided any copies of the Certificates or UPDs signed by the Customer and executed in hard copy within 15 (fifteen) working days from the date of submitting by the Contractor of a respective request for such documents; c) the Customer has violated the representations and warranties provided under this User agreement; d) the Customer has not fulfilled his or her obligations to provide information if such provision of information is mandatory by virtue of this User agreement or the legislation of the Russian Federation.
  • 4. Liabilities of the Parties
    • 4.1. The Parties shall be liable for any violation of the terms and conditions of this User agreement under the Agreement and/or applicable law.
    • 4.2. The Contractor under no circumstances shall bear any responsibility under this User agreement for: a) any actions/inactions that are a direct or indirect result of the actions/inactions of the Customer and/or any other third parties, including the Advertising systems (services); b) any indirect losses and/or lost profits of the Customer and/or any other third parties, regardless of whether the Contractor could have foreseen the possibility of such losses or not; c) the use (inability to use) and any consequences of the use (inability to use) by the Customer of the selected method of payment for services provided under this User agreement, and for the use/inability to use by the Customer and/or any other third parties of any means and/or ways of transferring/receiving information.
    • 4.3. The Parties shall be released from any liability for partial or complete failure to fulfill their obligations under this User agreement if such failure has been the result of force majeure circumstances that arose after the acceptance of the Offer agreement by the Customer, or if the failure to fulfill obligations by the Parties under this User agreement has been the result of extraordinary events that the Parties could neither have foreseen nor prevented by any reasonable measures. The force majeure events include events that the Parties cannot influence and for the occurrence of which they are not responsible, including wars, uprisings, strikes, earthquakes, floods, any other natural disasters, fires, or power failures that occurred through no fault of the Parties, actions and acts of authorities that were adopted after the conclusion of the User agreement and that make it impossible to fulfill the obligations established by the User agreement, and any other unforeseen circumstances, events, or phenomena that are beyond the control of the Parties (but not limited to those specified).
    • 4.4. The Customer shall be fully responsible for a) the compliance with all the requirements of the applicable law, including but not limited to any laws relating to advertising, intellectual property, competition, privacy of information, and protection of children’s welfare, and the rules established by the Advertising systems (services) in relation to the content and form of the Promotional materials, the Website, the information used by the Customer so that the Contractor can provide the services, and any other actions carried out by the Customer using the Service; b) the accuracy of the information provided to the Contractor and the compliance with the guarantees and warranties of the Customer provided under this User agreement.
    • 4.5. The Customer undertakes, on his or her own and the own expense, to resolve any disputes or settle any claims of any third parties regarding the used Promotional materials, Website, and Service if their use has violated the applicable law and the rights and legitimate interests of any third parties, including the rules of the Advertising systems (services).
    • 4.6. The Customer undertakes to indemnify any losses incurred by the Contractor in connection with the violation by the Contractor of the warranties and guarantees provided under this User agreement.
    • 4.7. The Customer undertakes to compensate the Contractor for any property losses in the amount of court or other expenses incurred, fines paid, as a result of participation in proceedings and resolution of disputes with any third parties and organizations, or competent authorities if they arose in connection with the use or provision by the Contractor of the Promotional materials, the information, and the Website provided or communicated by the Customer.
    • 4.8. The Customer undertakes to compensate the Contractor for any property losses in accordance with Art. 406.1 of the Civil Code of the Russian Federation in the amount of additional taxes and/or fines/penalties accrued by the tax authority in relation to the Contractor if, following the results of a tax audit, the Contractor's expenses for the purchase of advertising in the Advertising system (service) for the purposes of executing this Agreement have been found unreasonable and if the basis for recognizing expenses as unreasonable was the use or provision by the Contractor of the information reported by the Customer in accordance with Clause 2.13 of the User agreement.
  • 5. Confidentiality
    • 5.1. The Parties undertake to keep confidential the information obtained in the process of performing this User agreement (hereinafter referred to as the “Confidential information”). For the avoidance of any doubt, the information about the fact of cooperation between the Parties shall not be deemed confidential.
    • 5.2. Information that has become known to the Party when discharging the terms and conditions of this User agreement may be disclosed or provided to any other third parties only with the consent of the other Party, unless otherwise specified in this User agreement.
    • 5.3. Providing or disclosing information to any other third party shall not be deemed a violation of the terms of confidentiality if this is necessary by virtue of applicable law and if, in particular, this has been requested by the relevant state body or court.
      • 5.3.1 The Customer hereby unconditionally agrees that the Contractor provides the advertising data operator with the information about the Customer, the Customer’s clients (if advertising under this User agreement is posted in their interests), and the information about advertising posted under the terms and conditions of the User agreement, to the extent established by the Federal law on advertising and Decree of the Government of the Russian Federation dated 30 May 2022 N 1362-r.
    • 5.4. Providing this information to employees, affiliates, authorized persons, or professional consultants shall not constitute a violation of confidentiality if such disclosure is necessary in order to fulfill the terms and conditions of this User Agreement and protect the violated rights, provided that these persons undertake to keep the Confidential information secret.
    • 5.5. The Customer agrees that the grounds, procedure, and terms and conditions for processing any personal and any other user data shall be determined by the Contractor in the policy for processing personal and any other user data published on the Website at: https://getuniq.me.
    • 5.6. The obligations of the Parties to ensure the confidentiality of the data obtained shall be valid indefinitely and remain in force the event of termination of the Agreement.
  • 6. Governing law and jurisdiction
    • 6.1. The relations between the Parties arising from this User agreement shall be governed by the law of the Russian Federation. If the Customer uses the Service in another country (hereinafter referred to as the “foreign state”), the Service must be used in compliance with the legislation on advertising and intellectual property of the country where the Service is used.
    • 6.2. A required pre-trial procedure for settling disputes has been established for the Parties. The pre-trial dispute settlement procedure shall be deemed complied with if the dispute has not been resolved within 10 (ten) working days from the date of receipt of the claim by the violating party.
    • 6.3. Any dispute shall be considered by the Moscow Arbitration Court.
    • 6.4. The Customer attests that he or she shall use the Service for posting the Promotional materials for the purposes of the Customer's professional or commercial activities, and not for consumer purposes, and therefore consumer protection legislation shall not apply to the relations between the Parties.
  • 7. Intellectual property rights to the Service and content
    • 7.1. The Content, appearance, internal structure, and description of the Website located at https://getuniq.me/, and the Service, information, and materials published on these resources or created by using them (hereinafter referred to as the “Content”) is the intellectual property of the Contractor.
    • 7.2. Any exclusive rights to the Content belong to the Contractor. No provision in this User agreement can be interpreted as the alienation of the exclusive rights to the Content in favor of the Customer.
    • 7.3. The Customer shall have the right to use the Content only within the scope and in the ways permitted by this User agreement. In particular, the Customer shall have the right to upload, copy, and distribute any analytical or any other reports regarding the Customer’s advertising campaigns in the Service, take screenshots of the Content for the purpose of correcting any deficiencies in the Contractor’s performance using the Service, or any other actions connected with the Content if they are an integral part of the use of the Service.
    • 7.4. Unless otherwise provided by this User agreement, the Customer’s rights to use the Content, as stipulated in this User agreement, shall be provided for based on a royalty-free non-exclusive license for the entire term of this User agreement.
  • 8. The duration of the Agreement and other terms and conditions
    • 8.1. This User agreement shall come into force from the date of the publication of its terms and conditions on the Website at https://getuniq.me/ and shall remain valid indefinitely, unless terminated by the Parties or in accordance with the established procedure for any other reasons.
    • 8.2. This User agreement may be terminated as agreed upon by the Parties.
    • 8.3. This User agreement may be terminated at the initiative of the Customer by sending a written one-month notice to the Contractor before the planned date of termination.
    • 8.4. This User agreement may be terminated at the initiative of the Contractor by sending a written one-month notice to the Customer before the planned date of termination, and in case of any violation by the Customer of the terms and conditions of the User agreement, by sending a three-day notice before the planned date of termination.
    • 8.5. The applicable law may establish other grounds for terminating this User agreement or terminating obligations under this User agreement. The invalidation of certain terms and conditions of this User agreement shall not invalidate the User agreement in its entirety. In the event that certain conditions of the User agreement have been recognized as invalid, the Parties shall try to resolve the situation using the applicable law.
    • 8.6. The termination of the User agreement shall not release the Parties from having to fulfill their obligations that arose on the grounds occurring before the date of termination of the User agreement. The termination of the User agreement, in particular, shall not (without limitation) terminate the obligations of the Parties to keep the Confidential information secret and fulfill their obligations in relation to the Content.
    • 8.7. In case of termination of this User agreement, the Parties undertake to make mutual settlements and send any necessary financial documents (Certificates, invoices, or UTDs) within 5 (five) working days from the date of termination of this User agreement.
    • 8.8. Any notifications and other documents provided for under this User agreement electronically may be sent in the following ways: a) by email; b) through EDM. A document shall be deemed received by the other Party by email or via EDM within 3 (three) business days from the date of its sending to the Party, unless an earlier date for receipt of the document has been confirmed by the email or EDM operator. Nothing shall restrict the right of a Party to send a document in hard copy by courier or mailing service to the mailing addresses of the Parties. If the document has been drawn up in hard copy, it shall be deemed received within 10 (ten) business days from the date the Party has sent the document, unless an earlier date is confirmed by the service that transferred the document.
    • 8.9. For the purposes of exchanging notifications, messages, or any other documents under this User agreement, the following addresses shall be used: a) for the Customer, the email address and mailing address specified by the Customer when registering with the Service and/or when creating a Payment profile; b) for the Contractor, an email address with the @getuniq.me domain and the mailing address: 127015, Russia, Moscow, Butyrsky municipal district, 2 Novodmitrovskaya Street, Apt. 1, Floor 6, Building XLV, Room 1B.
    • 8.10. The Contractor shall have the right to change the terms and conditions of the User agreement unilaterally by publishing a new version of the User agreement on the Website at: https://getuniq.me/. The new terms and conditions of the User agreement shall enter into force for the Customer and/or the User starting from the date of their publication, unless otherwise is specified in the User agreement.
  • 9. The procedure and general terms and conditions for claiming the Affiliate Reward
    • 9.1. The Parties have agreed that the Contractor may reward the Customer (hereinafter referred to as “the Reward”) in order to stimulate and increase the volume of the Contractor’s services ordered by the Customer, subject to the terms and conditions provided for in this Supplementary Agreement, and to reward the Customer (i.e., the Affiliate) for bringing new customers to the Service.
    • 9.2. After successfully registering and creating an account, the Affiliate has the right to create and link any User accounts to the Customer’s master account. The Affiliate can also generate referral links and codes for Referrals and claim the Reward based on the managed accounts’ advertising expenditure.
    • 9.3. Any registered User Account shall be assigned a Unique Identifier (UID) to keep transaction records (including the volume of the services rendered) in the billing system (the automated accounting system) of the Service.
    • 9.4. The Parties agree that any User of the Service whose account has been created, linked, or managed by the Affiliate master account shall be deemed a User (Client) of the Service engaged by the Affiliate.
    • 9.5. The Parties agree that the User who has used the unique referral link provided by the Affiliate to register the Affiliate Account in the B2B module shall be deemed a Referral engaged by the Affiliate.
    • 9.6. The Affiliate can manage (set up and maintain) Advertising Campaigns of any engaged Users (User Affiliate and subaccounts) in the B2B module of the Affiliate account.
    • 9.7. The Parties agree that any action performed using the Affiliate login and password to access the Affiliate Account shall be deemed an action performed by the Affiliate or a person authorized to act on behalf of the Affiliate.
    • 9.8. The Partner shall conduct the Advertising Campaigns of at least three Active Clients
    • 9.9. The Affiliate undertakes to bring New Clients to the Ad Spaces. No Advertising Accounts may be created to transfer any existing Advertising Campaigns from any other Advertising Accounts.
    • 9.10. The Affiliate hereby warrants not to use the Reward received under this Agreement to create any affiliate programs and/or affiliate networks or to otherwise allocate the received Reward to any third-party payouts for increasing the Ad Space expenditure. If the Affiliate fails to comply with the terms of this clause, the Company shall have the right to withhold the Affiliate Reward, block the Affiliate Account, or terminate this Agreement unilaterally.
    • 9.11. The Affiliate hereby guarantees not to use phrases or terms that may mislead any potential Users regarding the nature of the services provided as part of the Service and the B2B module (including but not limited to the following terms: “cashback”, “premiums”, “bonuses”, “discounts”, and/or any other similar terms and their derivative meanings) in any advertising materials (including but not limited to any newsletters, written and oral assurances, and web resources and websites) for the purpose of engaging Users. If the Affiliate fails to comply with the terms of this clause, the Company shall have the right to withhold the Affiliate Reward, block the Affiliate Account, or terminate this Agreement unilaterally.
  • 10. The procedure for calculating the Affiliate Reward
    • 10.1. The Affiliate Reward for Services rendered shall be based on:
      • The rewards for any Referral engaged by the Affiliate in the B2B module.
      • The amount of funds spent in Advertising Systems by Users brought in by the Partner in the Service.
      • The payment method/method of adding money to the managed Advertising Accounts (as specified in the billing preferences).
      • The method for receiving the Affiliate Reward.
    • 10.2. The Affiliate Reward shall be based on the billing (automated accounting) information of the Service given the following:
    • 10.3. The Affiliate Reward for any payments made in the Advertising Systems (in Managed Accounts) by any User engaged by the Affiliate shall be calculated based on the formula E=V*B*C*T, where V is the amount spent by the User in the previous period, B is the Affiliate Reward coefficient:
      • - The Affiliate Reward coefficient depends on the turnover amount (the money spent by the User) in connection with any given Ad Space in the Service within the last 30 (thirty) calendar days.
      • - The Affiliate Reward coefficient shall be determined by the billing (automated accounting) system of the Service and shall be available in the Affiliate Account.
      • C is the commission coefficient that depends on the selected payment method/method of adding money to the Advertising Accounts.
      • T is the transaction commission coefficient that depends on the method of receiving the Affiliate Reward.
      • E is the total reward amount received for the reporting period.
    • 10.4. The Affiliate Reward for any Referrals shall be calculated as a percentage of the earnings of each Referral engaged by the Affiliate. Each Referral’s earnings shall be calculated the same way as the Affiliate Reward, as described in Clause 3.2.1:
      • The Affiliate Reward percentage for Referrals shall be determined by the billing (automated accounting) system of the Service and shall be available in the Affiliate Account.
    • 10.5. The Affiliate Reward shall be accrued based on the billing (automated accounting) statistics of the Service received for the previous reporting period. No other estimates or statistics shall be considered by the Company or deemed valid under the terms of this Agreement.
    • 10.6. Any accruals for calculating the Affiliate Reward shall be based on the User payments made in the Advertising Systems, excluding the applicable Value added tax (VAT).
    • 10.7. The Parties agree that the Affiliate Reward based on the User payments made in connection with Ad Spaces may be limited in the interface of the Service and/or the B2B module, and the term for providing the Reward payment must be established. The information about such limits and terms shall be available in the Affiliate Account.
    • 10.8. The Affiliate can request any reward accounting records and information about any accounts linked to the Affiliate Account.
    • 10.9. The Company and/or Ad Spaces shall have the right, at any time, to audit any accounts (including but not limited to the Affiliate Account, Client Account, Advertising Account, and/or Master Account) for compliance with the terms established by this Agreement and any relating Ad Spaces.
    • 10.10. Such an audit shall be a prerequisite for the payment of the Affiliate Reward.
    • 10.11. Reward payments shall be suspended during the audit until it has come to an end.
    • 10.12. If the audit establishes any discrepancies with the terms provided for by this Agreement and the relevant Ad Spaces, such an account (including but not limited to the Affiliate Account, Client Account, Advertising Account, and/or Master Account) shall be removed from calculations of the Affiliate Reward for the Services rendered, and any accruals on such accounts shall be canceled.
    • 10.13. When the Affiliate creates and submits electronically a request to receive the Affiliate Reward, the interface of the B2B module establishes the Affiliate Reward payment terms, which can be extended for a term established for specific Ad Spaces and for the period of the audit. The electronic request shall be created and submitted through the Affiliate Account of the B2B module or through the ticket system.
    • 10.14. The amount of the Reward shall be deposited to the Affiliate bank account indicated in the Affiliate Account or by using any other available payment option in the B2B module interface, as selected by the Affiliate.
    • 10.15. The amount of the Reward shall be considered paid starting from the date when the amount of the deposited money is debited from the Company’s account.
    • 10.16. The Company shall have the right to unilaterally discontinue the accrual and payment of the Affiliate Reward for bringing Referrals and/or for bringing a specific Referral if:
      • - Materials (hereinafter referred to as “the Promotional materials”) that do not comply with the current legislation of the Russian Federation or the rights of any third parties are placed on any managed accounts.
      • - The Affiliate fails to provide any information required for reward calculations and payments, or if the information provided by the Affiliate is incomplete or incorrect, or if such information is required under the Agreement and/or in accordance with the Supplementary Agreement.
      • - The Customer fails to perform the obligations relating to the payment for the services duly rendered by the Contractor under the Agreement and/or the Supplementary Agreement.
    • 10.17. The Company shall have the right to withhold or withdraw the deposited Reward of the Affiliate if the Affiliate fails to comply with any of the provisions of this Agreement and/or if the results of the performed audit have necessitated such a decision.
    • 10.18. The Company shall reserve the right, at its own discretion, at any time and without giving any reasons, to remove the total sales generated from the Users that have been brought by the Affiliate on a given Ad Space and/or in the Service altogether and cancel any amount of the Reward accrued in connection with such User sales.
    • 10.19. Any bank charges due to chargeback fees or charges caused by incorrect payment information or inaction may be deducted by the Company from the next Reward payments.
    • 10.20. The Affiliate shall be responsible for paying any taxes and fees associated with a government agency that may arise from the execution of this Agreement.
    • 10.21. The Company shall have the right to amend the amount of the Reward, the procedure for its accrual, and/or the method of payment at any time by notifying the Affiliate through the personal account by sending a notification from its personal manager or by publishing the updated terms of the Offer to the relevant section of the Service.
    • 10.22. The Affiliate shall have the right to dispute any payment made in accordance with the terms and conditions of this Agreement within 30 (thirty) calendar days from the date of the payment by notifying the Company in writing. Failure to notify the Company within the prescribed period shall result in the waiver of any claims related to such disputed payment.
    • 10.23. Any settlements, payments, or accruals under this Agreement shall be made by the Parties in Russian rubles unless otherwise specified in the Supplementary Agreement.
  • 11. The term and procedure for amending the Affiliate Reward requirements
    • 11.1. This Agreement is concluded for a period of one year. The Agreement shall be automatically extended for the next year unless the Parties have not waived their objection to extending this Agreement, as set forth in Section 4 of the Agreement.
    • 11.2. Should the Parties’ bank details or constituent documents change, including but not limited to any changes in their legal status, etc., this Agreement shall remain in force. If any changes occur in the Parties’ bank details, the Parties shall notify each other accordingly in writing within 10 (ten) days.
    • 11.3. The Company shall have the right to independently make changes to this Agreement by approving the changes and posting them on the website https://getuniq.me/. The changes shall come into force starting from the date of their publication on the website. The Affiliate shall be notified regarding any upcoming changes to the terms of this Agreement by posting the amended Agreement on the website https://getuniq.me/. The Affiliate undertakes to independently monitor any changes made in this Agreement by reviewing the Agreement on a weekly basis. The Company shall have the right, without any obligation, to send to the Affiliate’s account a notification regarding any changes made in the terms of the Agreement or to email such notification to the address provided by the Affiliate during the account registration.
    • 11.4. If the Affiliate does not agree with the changes made in the terms of the Agreement, the Affiliate must notify the Company in writing within 10 (ten) days from the date of posting of the changes on the website https://getuniq.me/, regardless of the date of receipt of the notification. If the Affiliate fails to provide any written notification regarding any disagreement with the changes, the Affiliate shall be deemed to have accepted the new terms of the Agreement.
    • 11.5. The Agreement may be terminated at the initiative of any of the Parties by submitting a written notice by mail or email at least 20 (twenty) business days before the actual termination of the provision of services.
    • 11.6. The Company shall have the right to terminate the Agreement unilaterally and/or to discontinue the accrual and/or payment of the Reward provided for by this Agreement if the Affiliate fails to comply or to properly perform this Agreement.
    • 11.7. If no transactions (such as reward accruals, reward payment requests, etc.) are posted on the Affiliate Account (hereinafter referred to as “the Affiliate Account”) for 2 (two) calendar years, the Company shall have the right to terminate this Agreement unilaterally without notifying the Affiliate, with the Affiliate Account becoming subject to removal and any previously accrued rewards becoming subject to cancellation.
    • 11.8. If this Agreement has been terminated for any reasons other than those listed above, any settlement and payment matters shall be resolved by agreement of the Parties or in the manner prescribed by law.

SPARTA LLC
Legal and physical address: 127015, Moscow, Butyrsky municipal district, 2 Novodmitrovskaya Street, Apt. 1, Floor 6, Building XLV, Room 1B.
INN (TIN) 7722719975
KPP 997750001
OGRN 1107746479213
Checking Account 40702810602590000557
at AO Alfa-Bank
Corr. Account 30101810200000000593
BIC 044525593