Offer Agreement for the placement of Products supplied by foreign Sellers on the CDEK.Market Platform

This Agreement developed and approved by CDEK.MARKET, LLC (INN 6194002171 OGRN 1196196029776), shall define the conditions for the arrangement and rendering of information and technological services, including the collection, processing, and transmission of information about Orders and Payments of individuals in the benefit of the Seller, and establish the standard rights and obligations of the Parties.

This Agreement shall be valid for organizations and entrepreneurs who are not residents of the Russian Federation and who carry out cross-border retail trade in the “Cross-border” format. Residents of the Russian Federation shall go through the procedure of joining the current edition of the “Rules for the provision of CDEK.MARKET services”.

Each organization and entrepreneur, interested in selling their goods on the CDEK.MARKET Platform, before taking further actions, shall agree and warranty that it has the necessary legal capacity, as well as all the rights and powers necessary and sufficient to accept the offer and fulfill obligations under their terms and the Rules in force at the Platform.

Table of Contents

1. BASIC TERMS 2

2. SUBJECT OF AGREEMENT 9

3. OFFER FOR CONCLUSION AND ACCEPTANCE OF AGREEMENT 9

4. ACCESS TO PERSONAL ACCOUNT 10

5. PRODUCT CARD 11

6. PRICE AND OTHER TERMS OF PRODUCTS SALE 12

7. SELLER’S RATING 12

8. SERVICES AND THEIR COST 12

9. ACCOUNTING INSTRUMENTS 13

10. PAYMENT FOR SERVICES AND PAYMENT PROCEDURE 13

11. LIABILITY OF THE PARTIES 13

12. SUSPENSION AND AMENDMENT OF THE AGREEMENT 13

13. AGREEMENT TERMINATION AND PERSONAL ACCOUNT DEACTIVATION 15

14. COMMUNICATION BETWEEN THE PARTIES 16

15. REPRESENTATIONS AND WARRANTIES 16

16. EXCLUSIVE RIGHTS AND INTELLECTUAL PROPERTY 17

17. DATA PROTECTION AND CONFIDENTIAL INFORMATION 17

18. FINAL PROVISIONS 18

19. BASIC TERMS

1.1. “Aggregator” (Marketplace Administration) means CDEK.MARKET, Limited Liability Company (OGRN 1196196029776, registered at the address: Russia, 344058, the city of Rostov-on-Don, pr. Stachki 175/2), which is the owner and the Platform operator and performs coordination and activities support functions of the Marketplace as a whole. The Aggregator shall provide the Parties, to fulfill their obligations under these Rules, a Website for interaction between the Parties and organizations that have not joined the Rules, and shall also provide information and technological interaction of the Parties, including information technology support for settlements for the Aggregator's Services. For the purposes hereof, the Aggregator shall be the Provider of the services rendered.

1.2. “Platform” means a hardware and software complex available on the Website, allowing Users to interact with the Seller. The Marketplace shall include the interface, software, design, and other elements necessary for proper functioning. All exclusive rights to the Platform and the Website shall belong to the Aggregator (Platform Administration). The Platform shall be located on the Internet in the form of a Website, a payment form, and/or a mobile application.

1.3. “Website” means a website consisting of logically interconnected web pages that form part of the Internet information space, and are located on the https://cdek.market domain, indicating the location of the server with content under the Aggregator’s control. The Website shall be a composite work, as well as its “CDEK.MARKET®” name, and shall be protected, along with the names of all other products. All exclusive rights to the Website (its individual elements) shall belong to the Aggregator.

1.4. “Aggregator Services” means a set of information and consulting services that the Aggregator shall provide to the Seller. The Aggregator shall:

1.4.1. Develop the Platform and Website, maintain their operability, and perform Seller's Personal Account maintenance and administration on the Website.

1.4.2. Grant access to the placement on the Website of the Product Cards corresponding to the Requirements for the Product Section, to enable the Clients to order Products.

1.4.3. Demonstrate the Seller's Products by placing (publishing) Product offers with characteristics, images, prices, and other descriptions of the Products on the Platform.

1.4.4. Provide technical support to the Seller on issues related to the placement of the Seller's Products and Seller's Services on the Website, calculating the delivery cost and other procedures related to receiving Orders from Users, and shall also provide support for the Seller's activities in the Personal Account on the Website.

1.4.5. Provide consulting services in relation to the Products selection and placing Orders, provided to Users on behalf of the Seller.

1.4.6. Provide functionality for calculating the cost of delivery services at the rates of the Carrier.

1.4.7. Provide services for arranging the acceptance of prepayment (advance online payment) for Orders placed by the User on the Website.

1.4.8. Form accompanying documents on behalf of the Seller to the Buyer based on the created and paid Orders.

1.4.9. Place the Seller's advertising materials on the Website.

1.4.10. As well as other services agreed by the parties by signing an additional agreement.

1.5. “Seller” (Vendor) means a person who is registered on the Website, has passed the Activation, and directly sells Products through the Website. For this Agreement, the Seller shall be the Customer of the Aggregator’s Services.

1.5.1. Each Seller shall be defined on the Website as an “Online store” and shall be presented on the Website as a legal entity or entrepreneur registered in the territory of the state of its location, selling the Product(s) and/or rendering the Service(s) that it offers on its behalf to an unlimited number of Website Users to complete a sale and purchase transaction in full compliance with the current legislation of the Russian Federation, including the Law of the Russian Federation d/d 07 Feb 1992 No. 2300-1 “On Protection of Consumer Rights”.

1.5.2. Confirmation of the” Seller” status shall be made by the Aggregator by Activating the Seller.

1.6. “Seller’s Activation” means a confirmation sent by the Aggregator to the Seller on the Activation of its Personal Account with the possibility of publishing the Product Cards; settings for calculating the delivery cost, Order receiving and processing; receiving online payments and other Services of the Aggregator. Simultaneously with the Activation, the text of the Agreement shall be sent to the Seller in the form of an attached electronic document or a hyperlink to the Agreement for manual download.

1.7. “Seller’s blocking” (deactivation) means temporary disconnection by the Aggregator of the functionality or blocking the Seller's access to the Website and/or Personal Account.

1.8. “Agreement” means this Agreement concluded between the Aggregator (Provider) and the Seller (Customer) on the terms specified below, the text of which shall be posted in the Personal Account.

1.9. “User” (Client) means a fully capable individual using the Website to obtain information about the Products and/or Services sold by the Sellers, incl. information about the Sellers themselves; as well as a person who purchases or intends to purchase on the Website the Products and/or Services offered by the Sellers solely for personal needs, not related to the implementation of business activities, as well as persons who previously purchased any Products and/or Services on the Website after completing the Registration procedure.

1.10. “Registration” means a set of User's actions performed according to the instructions indicated on the Website, including the provision of data and other information made by the User when placing an Order on the Website for the first time or when contacting the Aggregator's Contact Center for the first time to place an Order or directly using a Website's interface special registration form to gain access to various Website's functionality and form a Personal Account. It also includes the provision of data and other information about the User.

1.11. “Personal Account” means a protected part of the Website created during Registration, through which the Website is used and interaction between the Seller, the User, and the Website is carried out on the terms proposed by the Aggregator. Personal Account shall be accessed by authorization on the Website using the Login and Password.

1.11.1. “Login” means an email address, phone number, social network account specified during Registration on the Website, which is used to identify and individualize the User.

1.11.2. “Password” means a unique set of characters created during Registration, intended for access to the Personal Account. Information about the password assigned to the Client shall be confidential and cannot be transferred by the Client to third parties. Login and Password for access to the Personal Account shall be sent to the Client during Registration (conclusion of the Agreement). The Password shall be generated automatically by the electronic system.

1.11.3. “Email” means the email address specified by the User during Registration on the Website.

1.11.4. “Individual account” means an analytical account in the Aggregator's accounting system for accounting for settlement transactions between the Seller and the Client, which shall be part of the Personal Account and shall reflect the settlements during interaction on the Platform.

1.11.5. “Request for Payment” means an application sent by the User and accepted by the Aggregator for the transfer of funds belonging to the User to the bank account owned by the User within the limit reflected in the balance of the Individual account.

1.11.6. “Regular Payments” means the terms agreed by the User and the Aggregator based on the request for permanent money transfers from the User (Customer) to the Sellers in the amount of funds available to the User within the limit of the current balance of the Individual account.

1.12. “Product card” means a set of information about the Seller's Product on the Website, including product images, text describing its characteristics, prices, and terms of sale, as well as information about the Seller and the manufacturer of the product.

1.12.1. “Seller’s Products” means a material object (a thing) or electronic content (including software) belonging to the Seller, or which it has the right to dispose of, and presented by it in the Website's catalog, for further sale to Users.

1.12.2. “Seller's Services” means actions rendered by the Seller, or a set of actions, as well as other activities performed directly for User, or in its interests, as an addition to the Seller's Products sale and purchase transaction.

1.13. “Order” means a set of certain Seller's Products and Seller's Services, selected by the User on the Website, which has a unique number indicating the conditions, method of Products transferring and payment, which shall be an actual sale and purchase transaction concluded between the Seller and the User.

1.14. “Payment” means a cashless money transfer operation performed through the Processing Center of the Payment System Operator acting on behalf of the Aggregator to terminate obligations to the Sellers (including those who are Recipients) to pay for the Services and/or Products (including advance payment) purchased by the Clients. The possibility and conditions for organizing the Payments acceptance in favor of a particular Seller who has entered into an agreement with the Aggregator shall be governed by the Rules and applicable laws of the Russian Federation.

1.14.1. “Payment Card” means a bank card issued by the relevant Issuer of one of the Payment Systems, which is a means of payment for making Payments provided for by the relevant agreements between the Aggregator, the Guarantor, the Operator, and the Seller, and allowed by the Payment Systems for payment on the Internet.

1.14.2. “Payment Amount” means the amount of funds subject to wire transfer/transfer to the Seller. A different structure of the Payment amount may be established by the Rules.

1.14.3. “Electronic means of payment” means a prepaid electronic means of payment provided by the Issuer to the Payer and used by the Payer under the terms of the agreement concluded between the Payer and the Issuer.

1.14.4. “Issuer” means a credit institution or other legal entity that issues Payment cards and/or Electronic means of payment and provides them to the Payers based on relevant agreements.

1.14.5. “Settlement bank” means a credit institution that performs banking operations under the current legislation of the Russian Federation, engaged by the Operator and/or the Aggregator and/or the Guarantor to arrange the acceptance of Payments in favor of the Seller and through the Aggregator or the Guarantor of cashless settlements between Payers and Sellers, incl. using Payment Cards and Electronic means of Payment.

1.14.6. “Processing center” means a set of computer programs, hardware, telecommunications, and telecommunication networks that ensure the functioning of an automated system for collecting, accounting, processing, and exchanging information necessary for making Payments or generating Orders.

1.14.7. “Payment order” means an assignment of the Payer to perform a non-cash transfer of funds (Payment), incl. Using the Payer’s Payment Card details, transferred to the Settlement Bank through the Processing Center.

1.14.8. “Payment System” (PS) means international payment systems “VISA”, “MasterCard”, as well as the “MIR” national payment system.

1.14.9. “Payment System Operator” (PS Operator) means a legal entity performing the functions of coordinating and ensuring the activities of the Processing Center as a whole. The relationship between the Aggregator and the Operator shall be governed by a separate agreement.

1.14.10. “Incident cycle” means a set of orderly settlement, financial and other transactions that are exchanged between settlement participants to clarify the circumstances of any transaction using a Payment Card.

1.14.11. “Invalid transactions” means non-cash Payments made by Payers, recognized as invalid by PS, Operators/Issuers of Electronic means of payment, as well as Payments that contradict the current legislation of the Russian Federation.

1.14.12. “Refund/Payment Cancellation” means an operation to return to the Payer the funds transferred by non-cash payment based on the Payer’s Order, which shall be initiated by the Seller with the Payer’s consent if the Payer refuses to receive the Products/Services or the Seller is unable to fulfill the Payer’s Order, or if the Seller performed an erroneous operation.

1.14.13. “Chargeback” means an operation initiated by the Issuer at the Payer’s request to return to the relevant Payer’s card account the funds debited from such account as a result of the Payment.

1.15. “Payer” means any natural or legal person making the Payment, incl. using the Operator's Processing Center on its behalf or behalf of the Client under transactions (agreements, applications) concluded between the Client and the Seller, or giving to the Settlement Bank, incl. through the Processing Center, an Order for Payment using the Payment Card details.

1.16. “Secured transaction” means an agreement concluded between the Payer and the Seller through the Website, to fulfill the conditions of which the Payer shall transfer funds to the Seller using the Secured Transactions Service and/or under the control of the Guarantor.

1.16.1. “Guarantor” means a legal entity and/or an individual entrepreneur, registered and operating under the legislation of the Russian Federation, providing, together with the Aggregator, the possibility of using the Secured Transaction Service under the terms of these Rules. The relationship between the Aggregator and the Guarantor shall be governed by a separate agreement.

1.16.2. “Condition for generating a payment order to transfer funds” (Condition) means an event upon the occurrence of which the Guarantor, based on the Payment made by the Payer, generates a payment order and transfers funds from the Payment Card to the Payment Merchant or refunds funds to Payer’s card. The Condition means the receipt by the Guarantor from the Carrier of information about the proper performance by the Seller of obligations under the Secured Transaction or non-performance of the Transaction.

1.16.3. “Secured Transactions Service” (Service) means a service provided by the Guarantor aimed at providing services for making settlements between the Payer and the Payment Merchant within the framework of the Secured Transaction they conclude, subject to the Condition for generating a payment order for the transfer of funds.

1.17. “Accompanying document” means the main delivery document that defines the relationship between the Seller, the Carrier, and the Customer, and which contains the necessary information about the contents of the shipment (its name, quantity, weight determination method, etc.), its sender, recipient, place of delivery, delivery cost, etc. The document shall be drawn up in four copies. The Sender shall provide the Courier Service with a set of documents, which, in addition to the accompanying document, includes all documents that are required by sanitary, customs, quarantine, and other norms.

1.18. “Certificate of services rendered” means a document reflecting the actual Services of the Aggregator provided to the Seller for the reporting period.

1.19. “Carrier” (Delivery Service) means a company that delivers an Order made on the Website from the Seller to the Client according to the accompanying documents generated by the Aggregator.

1.20. “Agent” means a commercial organization that provides services to the Aggregator to find, attract, and maintain Sellers.

1.21. “Transaction day” means a calendar day, which is taken as the period from 00:00:00 to 23:59:59 Moscow time (GMT+3 hours).

1.22. “Reporting day” means the day of receipt of information about the Payer’s Order through the Processing Center, set from 00:00:00 to 23:59:59 Moscow time (GMT+3 hours).

1.23. “Reporting period” means a calendar month from the first to the last day (inclusive) of the calendar month.

1.24. “Business day” means any calendar day, excluding non-working holidays, as well as weekends with a five-day working week, under the current legislation of the Russian Federation.

1.25. “Promotion block” means a specially marked place for placing Information Materials on the Website.

1.26. “Information materials” mean any text, graphic, audio, video, and mixed materials about the Seller's Products and Services or its brand identity. Requirements for Information Materials shall be determined by the Aggregator unilaterally and shall be available at docs.cdek.market/prodavcam/trebovaniya-k-reklamnym-materialam. Information Materials shall include the following open list:

1.26.1. “Graphic item” means static, animated, interactive, video- and other items of size and format defined by the Aggregator's Rules.

1.26.2. “Text item” means formatted text to be added to the Internet page on the Website.

1.26.3. “Text and graphic item” means an information item consisting of formatted text and graphic image.

1.27. “Placement of Information Materials” means a technical placement by the Company of the Client's Information Materials, taking into account the Media parameters on the Internet resources of third parties or their own.

1.28. “API” (Application Programming Interface) means an application programming interface. The service's API shall provide a set of ready-made procedures, functions, and structures with which developers can create their programs, applications, and scripts to work with the services of the Website.

1.29. “CES” means a qualified electronic signature designed to identify the person who signed an electronic document. It is a substitute for a handwritten signature in cases stipulated by law, and an information protection tool that provides the ability to control the integrity and authenticity of electronic documents.

1.30. “ED” means an electronic document created by computer information processing, which can be signed with a qualified electronic signature (CES) and saved on a computer medium as a file of the appropriate format.

1.31. “EDMS” (Electronic Data Management System) means a single mechanism for working with documents submitted in electronic form, with the implementation of the concept of “paperless office work”. The process of exchange between the Parties in the EDMS of documents drawn up in the electronic form and signed by the CES shall be carried out through the EDMS Operator.

1.32. “EDMS Operator” means an organization that provides the exchange of open and confidential information via telecommunication channels within the framework of electronic document flow between the Parties in the EDMS.

1.33. “Sending Party” means the Party sending a document in an electronic form signed by the CES in the EDMS via telecommunication channels to the other Party.

1.34. “Receiving Party” means the Party receiving from the Sending Party a document in an electronic form signed by the CES in the EDMS via telecommunication channels.

1.35. “Support Service” means Aggregator’s employees providing comprehensive services to Sellers and Users, incl. advising on issues related to the implementation of its activities for the Products’ sale on the Website, as well as on the processing of Clients' requests to the Seller under the procedures established in the Order Processing Requirements Section.

1.36. “Notification” means an email sent by the Aggregator to the Seller in the Personal Account, as well as by email. The notification shall be considered received by the Seller on the date it was sent, while the Seller shall regularly check the Personal Account and email. The Aggregator shall not be responsible for any negative consequences due to the Seller’s late familiarization with the Notifications.

1.37. “Party to the Platform” means a person carrying out an entrepreneurial activity, having established a contractual relationship with the Aggregator and participating in activities related to the provision of products, works, services to Users, Clients, Payers and/or another Party to the Rules. The Parties to the Rules shall be, in particular, the Aggregator, the Agent, the Seller, the Payment System Operator, the Settlement Bank, etc.

1.38. “Terms of sale of goods with delivery from abroad” means conditions posted on the Website, based on which the Client places Orders for the Seller's Products, as well as makes a payment, returns Orders, and interacts with the Seller on the Orders' execution.

2. SUBJECT OF AGREEMENT

2.1. Under this Agreement, the Provider shall provide the Aggregator’s Services, and the Customer shall accept and pay for them in the manner and on the terms provided for in this Agreement.

2.2. The Provider shall have the right to involve third parties in the performance of its obligations under the Agreement and shall be liable to the Customer for the third parties' improper performance of their obligations unless a separate agreement has been concluded between the Customer and the third party.

2.3. The Seller and the Client shall conclude through the Website a sale and purchase transaction of Product displayed by the Aggregator on the Website based on the Products Terms of Sale with delivery from abroad. The Seller shall fulfill the obligations under the transaction with the Client, observing the requirements of the Order Processing Requirements Section.

3. OFFER FOR CONCLUSION AND ACCEPTANCE OF AGREEMENT

3.1. The Customer on the Website or in the Personal Account on the Website indicates that it is the owner of the online store and sends an application for obtaining the “Seller” status by filling out for this purpose the fields of the questionnaire and providing legal and banking details, as well as certified copies of registration documents.

3.1.1. Under the requirements of the legislation of the Russian Federation, the Seller shall be fully responsible for the completeness, relevance, and reliability of information about itself provided to the Provider and consumers (Clients and Payers).

3.1.2. The Seller shall inform about any changes in the provided personal data and details within 1 (one) business day.

3.2. The Customer shall get the opportunity to conclude an Agreement (Offer) with the Provider after completing the following actions:

3.2.1. The Customer has passed the Registration procedure as a User.

3.2.2. The Customer has previously read all the terms of this Agreement.

3.2.3. The Customer has provided a completed application form and certified copies of documents required to accept payments under the Agreement concluded with the Payment System Operator.

3.2.3.1. If by agreement of the Parties, the PS Operator can directly transfer funds for the Products sold, then the Customer shall provide a signed agreement for accepting Payments and shall send it to the Operator along with a package of documents certified and translated into Russian.

3.2.4. The Customer has applied for the “Seller” status.

3.3. The Provider shall check the information and details provided by the Customer in the questionnaire, after which he shall decide on the Seller’s Activation.

3.3.1. After successful verification, confirmation of the Seller's Activation shall be sent to the Customer.

3.3.2. Until the moment of the Seller's Activation procedure, the Customer can perform any actions in the Personal Account (for example, creating a Product Card), which, before the Seller's Activation, shall not be considered acceptance.

3.3.3. The Provider shall have the right to refuse to activate the Seller without giving any reason. If the Aggregator has not notified the Seller about the Activation, then the Agreement shall be considered not concluded, and the potential Seller shall not become the Seller and cannot unilaterally perform full or partial performance under the Agreement and shall also not have the right to demand that the Agreement’s conclusion be recognized by the Provider.

3.4. The Agreement shall be concluded by the Customer by pressing the “Accept Offer” button in the Personal Account, which shall be the acceptance of this Agreement (Offer).

3.4.1. The terms of this Agreement shall apply only to the Customer who has passed the Activation and has accepted this Agreement.

3.4.2. After submission of the signed agreement to the Aggregator, the Customer cannot refer to the fact that he has not read the terms of the Agreement or does not recognize its obligation in contractual relations with the rest of the Website Parties.

3.5. The Agreement shall come into force from the moment of its acceptance by the Customer and shall be considered concluded on the Activation date.

3.5.1. The Customer shall become the “Seller” after passing the Agreement acceptance procedure.

3.5.2. The Agreement shall be concluded for one calendar year and shall regulate the relations between the Provider and the Customer that arose from the date the Customer applied for receiving the "Seller" status on the Website. If, 30 (thirty) calendar days before the expiration of the Agreement, none of the Parties declares termination of the Agreement, its validity period shall be extended for each subsequent calendar year.

4. ACCESS TO PERSONAL ACCOUNT

4.1. Information about the identifiers (login and password) assigned to the User shall be confidential. The User shall not disclose the Password to third parties, except if these parties act on behalf of the User and shall take all necessary measures to ensure the confidentiality of the Password granting access to its Personal Account. Actions performed in the Personal Account, access to which is carried out using the User's Login and Password, shall be recognized as actions performed by the User personally and/or its authorized representative on behalf and in the interests of the User. In this case, the User shall be responsible for any (including unauthorized) actions of third parties that took place in the Personal Account, which is accessed using the User's Login and Password, as well as for the consequences of such actions. The Aggregator shall have the right to suspend the use by the User of the Personal Account without warning in case of termination of this Agreement. Guided by paragraph 2 of Art. 160, paragraph 4 of Art. 421 of the Civil Code of the Russian Federation, the Aggregator, and the User agreed that the actions performed in the Personal Account shall be a substitute for a handwritten signature. The use of a simple electronic signature shall be performed in the manner prescribed by the current legislation of the Russian Federation. The terms of the Agreement accepted and/or met by the User by signing with a simple electronic signature shall be recognized as equivalent to a paper document signed with a handwritten signature of a User’s duly authorized representative. The User shall assume the fulfillment of all obligations arising from the terms and/or documents signed with a simple electronic signature.

4.2. If the Seller has any suspicions about the security of its Password or the possibility of its unauthorized use by third parties, the Seller shall immediately notify the Support Service through the Personal Account or by contacting it, and then shall change the Password in the Personal Account.

4.3. If the Aggregator suspects the use of the Seller's Personal Account by a third party or malicious software, the Aggregator shall have the right to unilaterally change the Seller’s Password to its Personal Account. The Seller shall receive its new Password only after personally contacting the Support Service and successfully passing the identification procedure.

5. PRODUCT CARD

5.1. The Seller shall create a new Product Card or add its price offer to the existing Product Card through the Personal Account independently or with the help of technical means, incl. using the API.

5.2. The Seller shall be responsible for the Product Card compliance with the requirements of the legislation of the Russian Federation in terms of the completeness, relevance, and reliability of the information provided to the consumer. The Seller shall in real-time maintain up-to-date information on the Product, assortment, and price posted in the Product Cards.

5.3. The Seller shall immediately eliminate the discrepancy in the description or in the image in the Product Card created by the Seller if any of the Parties detects such discrepancies.

5.4. For any Product Card, the Aggregator shall have the right to:

5.4.1. demand the Seller to make changes (and the Seller shall make them immediately);

5.4.2. independently change the category of goods;

5.4.3. correct the translation of the information in the Product Card without distorting the content;

5.4.4. block the Product Card on the Platform, making the Seller’s Product or Service unavailable for Ordering by the Client.

5.5. The Aggregator shall have the right to block the Seller’s Product Card without prior notice and agreement with the Seller in the following cases:

5.5.1. The Product is overpriced (when determining the overprice, the Product price placed by the Seller on the Yandex.Market, Pandao, Joom, AliExpress, JD.RU, OZON, and other stores shall be considered).

5.5.2. The Product is in the wrong category.

5.5.3. The Product is placed under the wrong Product type.

5.5.4. The description does not match the Product’s name.

5.5.5. The description does not meet the Provider’s requirements.

5.5.6. The image does not match the Product’s name.

5.5.7. The image does not correspond to the declared characteristics.

5.5.8. The Product is displayed as “in stock” on the Website, but the Seller cancels the Order of the Product with the reason “out of stock”.

5.5.9. The Product placed is prohibited for circulation in the Russian Federation and/or prohibited for sale on the terms of distance sales in the territory of the Russian Federation.

5.6. The Aggregator shall have the right to place the Product Card and/or any information blocks included in it:

5.6.1. on the Website together with price offers and terms of sale of similar Products by other Sellers;

5.6.2. on third party resources for advertising and marketing purposes.

6. PRICE AND OTHER TERMS OF PRODUCTS SALE

6.1. The Seller shall independently determine the price of the Product, which includes the cost of Product delivery and shall indicate it in the Product Card in the Personal Account.

6.2. The Seller shall set retail prices for Products in the currency available. The Aggregator shall display prices in Russian rubles at the current ruble exchange rate set by the Central Bank of the Russian Federation + 2% to the currency selected by the Seller.

6.3. The Seller shall set prices taking into account the average market values, avoiding a significant increase in prices in comparison to other Sellers (including, but not limited to, Yandex.Market, Pandao, Joom, AliExpress, JD.RU, OZON, and others carrying out similar activities).

6.4. The Aggregator shall reserve the right to provide a discount for any Product (indicating the discount amount in the Product Card) at its own expense, as well as to apply any discounts to the general shopping basket of the Client at its own expense.

7. SELLER’S RATING

7.1. The Aggregator shall have the right to assign a rating to the Seller based on the volume of its sales on the Website, the turnover of the Seller's Products, Customer reviews, the number of refusals, returns, as well as other parameters determined by the Aggregator.

7.2. In case of the Seller’s rating decrease, the Aggregator shall have the right to unilaterally set limits on the Products placement on the Website and introduce other restrictions on the use of the Website with the notice to the Seller. If the Seller's rating decreases to critical indicators, the Aggregator shall have the right to suspend the provision of the Services or terminate the Agreement.

8. SERVICES AND THEIR COST

8.1. The services cost under the Agreement (the Provider’s remuneration) shall be determined as a percentage of the Products selling price in rubles, established in the manner provided for in clause 6.2. of this Agreement. The interest rate for the services cost under the Agreement shall be:

8.1.1. 0% if the Provider does not accept payment for the Seller’s Products and Services.

8.1.2. 7% for each Payment accepted for the benefit of the Seller.

9. ACCOUNTING INSTRUMENTS

9.1. Within 5 (Five) calendar days from the end of each reporting period (calendar month), the Aggregator shall generate a Sales Report for the Seller in the Customer’s Personal Account. The Report shall contain information on the name, quantity, and amounts of sold and returned Products, as well as the amount of the Provider’s remuneration.

9.2. The Customer, within 3 (three) working days from the receipt of the Report, shall:

9.2.1. send the confirmation of the Report to the Provider via email or the feedback form in the Personal Account in the absence of disagreements; or

9.2.2. send the Provider a motivated refusal to confirm the Report with a detailed description of the discrepancies if there are disagreements.

9.3. In case of failure to receive confirmation within the specified period or a reasoned refusal according to the Report, the services shall be deemed to be provided by the Provider properly and accepted by the Customer in full and shall be payable under the terms of this Agreement and the corresponding Report. Documents signed by the Provider unilaterally shall be considered:

9.3.1. duly signed by the parties, and the provisions specified in them – duly agreed and accepted by the Customer in the amount specified therein (in this case, the document approval date will be the last day of the period provided for feedback from the Customer, clause 9.1 of this Agreement); as well as

9.3.2. proper approval by the Customer of all amounts and other conditions specified in such documents and a proper basis for payment; and the Customer's waiver of the right to make claims or dispute in court or extra judicially the documents agreed in this way.

10. PAYMENT FOR SERVICES AND PAYMENT PROCEDURE

10.1. In the event of a negative balance, including upon termination of the Agreement, the Customer shall receive an Invoice for payment of the Services, payable within 7 (seven) calendar days from the date of sending the invoice to email.

10.2. The obligation to pay any amount under the Agreement shall be deemed fulfilled at the moment the full amount of funds is credited to the correspondent account of the payee’s bank.

11. LIABILITY OF THE PARTIES

11.1. In case of non-fulfillment or improper fulfillment by one of the parties of its obligations under the Agreement, the parties shall be liable under the Agreement, and in the part not regulated by the Agreement, under the legislation of the Russian Federation.

11.2. To the maximum extent permitted by law, and notwithstanding the provisions of the Agreement, which could be interpreted in any other way, the parties agreed that:

11.2.1. Any claims against the Aggregator under the Agreement or in connection with it shall be limited to compensation for actual damage and under no circumstances include lost profits or other consequential losses.

11.2.2. The Aggregator shall be released from liability for non-fulfillment or improper fulfillment of its obligations, if the Seller has not informed the Aggregator about its claim within 30 days from the moment the grounds for such a claim arise.

11.2.3. The Seller shall indemnify and hold the Aggregator harmless from any demands and claims of third parties in connection with the Agreement and shall reimburse the Aggregator for any property losses and expenses (including expenses for external legal consultants) that may arise in connection with such demands and claims.

11.2.4. The Aggregator shall under no circumstances be responsible for the quality of the goods transferred by the Seller to the Client.

11.2.5. The Aggregator shall not be liable for non-fulfillment or improper fulfillment of its obligations if the Seller provided the Aggregator with false, incomplete, inaccurate, or misleading Representations, data, or information. Claims of Clients and inspection bodies related to incomplete/inaccurate/incorrect information and data shall be settled at the Seller's expense.

11.3. The Seller shall, at the request of the Aggregator, compensate the documented damage to the Aggregator for any of the violations specified below, committed under the Agreement:

11.3.1. Violation of the legislation requirements on the protection of consumer rights of the Russian Federation.

11.3.2. Violation of the Representations in the Representations and Warranties Section.

11.3.3. Violation of the confidentiality restrictions.

11.3.4. Violation of intellectual property rights of the Aggregator or third parties.

11.3.5. Providing incomplete/inaccurate/incorrect information and data about itself.

11.4. The Aggregator shall not provide delivery services and shall not be responsible for the safety of the Products during delivery.

11.5. Compensation for penalties or losses provided for in this Agreement and its Annexes shall be calculated and paid only based on a written request posted in the Seller’s Personal Account and/or sent by email.

12. SUSPENSION AND AMENDMENT OF THE AGREEMENT

12.1. The Aggregator shall have the right to unilaterally suspend the provision of the Services in whole or in part, including removing the goods from the catalog on the Website, notifying the Seller about it, if:

12.1.1. the Seller’s rating is reduced to critical indicators determined by the Aggregator;

12.1.2. the Seller has payment arrears of any amounts under the Agreement;

12.1.3. the Seller does not comply with the terms of the Agreement or the Aggregator's instructions concerning the operation of the Platform;

12.1.4. circumstances are discovered that prevent the Services’ provision or significantly change their purpose and content (until instructions are received from the Seller).

12.2. The Aggregator shall have the right, by notifying the Seller, to suspend the operation of the Website and/or the Services' provision for technical, technological, or other reasons. During the period for identifying and eliminating such reasons, the fee for the Aggregator's Services directly affected by such suspension will not be charged. In this case, the Aggregator shall notify the Seller of the suspension of the services' provision in advance, or within 1 (one) working day from the moment of suspension through the Personal Account and/or by email, indicating the reasons for not providing services and the obligations renewal date.

12.3. Aggregator shall have the right to unilaterally change the terms of the Agreement (including the amount of remuneration) by notifying the Seller at least 14 (Fourteen) calendar days before the entry into force of such changes, and in the event of a decrease in the amount of remuneration—at least 7 (Seven) calendar days prior. The Seller shall regularly monitor the Personal Account for changes in the Agreement.

12.4. In case of disagreement with the proposed changes in the Agreement, the Seller shall, within 7 (Seven) calendar days from the changes’ notification date, send the Aggregator a request to deactivate the Personal Account (in which case the provisions of Article 13 apply). Otherwise, such changes shall be considered agreed by both parties, shall be subject to application to the relationship between them, and shall become an integral part of the Agreement from the date of their entry into force.

13. AGREEMENT TERMINATION AND PERSONAL ACCOUNT DEACTIVATION

13.1. The Agreement can be terminated by any of its parties out of court by sending a notification. The date of termination will be the date thirty (30) calendar days later from the date of such notification. The Agreement Termination shall be carried out in the following order for all points:

13.1.1. after receiving the notice of termination, the Provider shall stop accepting new Orders for the Seller’s Goods and Services.

13.1.2. before the termination date, the parties shall reconcile the final accounting documents under Agreement duration period Article 9;

13.1.3. no later than the termination date, the parties shall make final settlements under Article 10;

13.1.4. on the termination date, the Aggregator shall terminate the provision of the Aggregator’s Services (including technical and informational services for the Seller) and shall deactivate the Personal Account, making it inaccessible to the Seller;

13.1.5. on all other issues, the Agreement shall continue to operate until the parties fulfill their obligations in full.

13.2. The Aggregator shall have the right to unilaterally and out of court refuse to execute the Agreement by sending a notification, while the termination date will be the date of sending such notification:

13.2.1. if any of the Representations turns out to be untrue, invalid, inaccurate, or misleading;

13.2.2. if the Seller fails to comply with any of its obligations under the Agreement;

13.2.3. in other cases, provided for by law or the Agreement.

13.3. Upon completion of all actions concerning previously placed Orders, the Aggregator shall delete the Personal Account and all information about the Seller’s goods from the Platform without the possibility of recovery.

14. COMMUNICATION BETWEEN THE PARTIES

14.1. Unless otherwise expressly provided for by the Agreement, any official correspondence and communication between the parties and all messages and/or notices under the Agreement, including, but not limited to, Notices, including notices of changes in the terms of this Agreement:

14.1.1. shall be issued in the form of electronic messages in Russian or English;

14.1.2. shall be sent through the Personal Account (to the Seller - with a copy to the email address specified during Registration on the Website);

14.1.3. shall be considered received on the day of sending (when sent from 00:00 to 20:00 Moscow time) or on the next day after sending (if sent from 20:00 to 00:00 Moscow time).

14.2. The parties shall inform each other about changes in their legal addresses, details, phone numbers, and email addresses within 1 (one) business day from the date of the changes.

14.3. The Aggregator shall provide round-the-clock advice to the Seller through the Personal Account on any issues related to the sale of goods on the Website. Any oral appeal to the Support Service shall be considered received at the time of its registration by the Support Service.

15. REPRESENTATIONS AND WARRANTIES

15.1. Each party shall represent and warrant that:

15.1.1. It is duly registered under the laws of the country of registration, complies with all applicable legal requirements, has all the necessary permits, licenses, and other documents to carry out business activities, and is not an affiliated person of the other party and/or an interdependent person with the other party (within the meaning of Section V.1 of the Tax Code of the Russian Federation).

15.1.2. It has taken all actions (including, if applicable, corporate ones) necessary to conclude the Agreement and fulfill its obligations under it.

15.1.3. Each person participating in the conclusion of the Agreement on its behalf (sending an offer, confirming acceptance) and/or performing any actions in the Personal Account is duly authorized to carry out such actions.

15.2. The Seller shall provide the Aggregator with the Representations and Warranties specified in the “Representations” Section. The Seller shall confirm that all Warranties, Representations about the circumstances and obligations specified in the Agreement, as well as Warranties, Representations, documents, and other information provided by the Seller at any time (“Representations”) are essential for the Agreement’s conclusion and execution.

16. EXCLUSIVE RIGHTS AND INTELLECTUAL PROPERTY

16.1. Each party shall retain all intellectual property rights, trademarks, and/or other Intellectual Property Items belonging to it (including logos, designs, drawings) that can be used under the Agreement (Intellectual Property Items).

16.1.1. The conclusion of the Agreement cannot be interpreted as granting the Seller any licenses and/or rights of use concerning the Aggregator's Intellectual Property Items.

16.1.2. Without the Aggregator’s prior consent, the Seller shall not have the right to publicly refer to the Aggregator’s brand name (as well as its logo or trademarks). The Aggregator shall have the right to publicly refer to the Seller’s trade name (as well as its logo or trademarks) to indicate it as one of the Sellers on the Platform and the Website and in other circumstances.

16.1.3. Each party shall not register the Intellectual Property Items similar to the Intellectual Property Items of the other party, as well as shall not use the information provided about the Intellectual Property Items of the other party except in connection with the Agreement’s execution.

16.2. The Parties shall provide each other with reasonable assistance in protecting the Intellectual Property Items (including by notifying each other of all known or suspected falsifications, copying, emulations, imitations, or other violations of intellectual property rights). At the same time, for the avoidance of doubt, only the copyright holder shall retain the exclusive right to initiate procedural actions concerning the Intellectual Property Items belonging to it.

17. DATA PROTECTION AND CONFIDENTIAL INFORMATION

17.1. Each Party shall during the term of the Agreement and within 3 (three) years after its termination ensure the safety of Confidential Information (as defined below) from unauthorized access to it by third parties, shall not allow its disclosure to third parties (except for their professional consultants or for a reasonable request of the competent authorities), and without the prior written consent of the other party:

17.1.1. shall not use Confidential Information, except for the Agreement;

17.1.2. shall disclose Confidential Information only to those of its employees who need it for the Agreement, and with whom they have signed confidentiality undertaking.

17.2. Confidential Information shall mean any information classified as confidential or constituting an official, commercial secret, or intellectual property under the legislation of the Russian Federation (personal data of promotions' winners, the secrecy of telephone conversations, etc.), as well as any information or part of it classified by the disclosing party to Confidential Information or derived from it, bearing the marking “Commercial secret” or “Confidential” on tangible media, including, without limitation:

17.2.1. any information regarding which the disclosing party establishes a non-disclosure mode, in particular, information relating to trade secrets (know-how), intellectual property, rights to projects, products, transactions, Clients, price structure, marketing strategy, and activities, as well as to plans, intentions or opportunities related to the foregoing;

17.2.2. any information or data that has actual or potential commercial value due to its to their unknown to third parties, to which there is no free access on a legal basis, and to the confidentiality protection of which the disclosing party takes measures;

17.2.3. provisions of the Agreement and its Appendices and/or their components, information on the price of goods/services, the amount of commissions and other payments, as well as information received by the parties or made known to them in connection with the Agreement (if such information is not publicly available).

17.3. The parties shall confirm and guarantee compliance with the requirements of the legislation of the Russian Federation on personal data. By concluding the Agreement, the Seller shall confirm the receipt of the consent of its representatives and employees for the processing by the Aggregator of their personal data, which the Seller provides to the Aggregator, under the current legislation of the Russian Federation.

18. FINAL PROVISIONS

18.1. The Agreement shall be governed by and subject to interpretation under the substantive and procedural law of the Russian Federation. The Parties will make every effort to resolve any disputes and disagreements that have arisen between them hereunder or in connection herewith, through negotiations. The term for consideration of the claim shall be 15 (fifteen) calendar days from the date of receipt. Any dispute that was not resolved through negotiations shall be subject to resolution in the Arbitration Court of the city of Rostov-on-Don.

18.2. This Agreement is made in the Russian and English languages in 2 (two) copies, both copies having equal legal force, one for each of the Parties. Whereby in case of discrepancies, the Russian version shall have priority.

18.3. None of the terms of the Agreement can be interpreted as a condition for the arrangement of joint activities (simple partnership).

18.4. The Seller shall have no right to assign and/or transfer in any other way (directly or indirectly) the rights and/or liabilities under the Agreement and/or concerning any goods (in whole or in part) to third parties without the prior consent of the Aggregator. The Aggregator shall have the right to assign and/or transfer in any other way its rights under the Agreement (replacement of the Provider) and/or concerning any goods (in whole or in part) to any third parties without the consent of the Seller.

18.5. The Agreement shall contain complete conditions regarding its subject matter and supersede all previous oral or written agreements between the parties. Except as expressly stipulated in the Agreement, the Aggregator shall not give any other Representations, statements, reservations, or be bound by any other conditions, obligations, or agreements.

18.6. The invalidity (or impossibility of compulsory execution) of the Agreement's certain provisions shall not affect the validity (or the possibility of compulsory execution) of the Agreement's remaining provisions or the Agreement's validity as a whole. Failure to exercise (or refusal to exercise) by the Aggregator of any right shall not deprive it of the opportunity to exercise such right in the future.

18.7. The Parties shall not be liable for non-fulfillment or improper fulfillment of obligations under the Agreement if it is caused by the action of extraordinary and unavoidable circumstances arising after the order’s acceptance (force majeure circumstances), which are confirmed by documents of the competent authorities. If the force majeure circumstances continuously last more than six months, then either party shall have the right to refuse to execute the Agreement without compensation for damage to the other party.

18.8. The parties shall adhere to the principles of good faith and fairness in carrying out their activities and shall carry out them strictly under applicable law, including the norms of anti-corruption legislation. Bribery, commercial bribery, and corruption shall not be acceptable in any form.

18.9. In the Agreement, unless it is expressly stated (or the context does not follow) otherwise:

18.9.1. references to “parties” shall be references to the “parties to the Agreement”;

18.9.2. references to “clauses” and “articles” shall be references to clauses and articles of the Agreement, respectively; and

18.9.3. references to the Sections are links to the Sections of the Agreement, which shall be its integral part.