The offer of services providing for placing promotional materials of the customer on the executor`s web-resource
Limited Liability Company “Surprise Me” — LLC “Surprise Me” (hereinafter referred to as the Customer) with this offer (hereinafter referred to as the Offer) invites interested parties (hereinafter referred to as the “Contractors”) to enter into an agreement on the provision of electronic form services provided by this Offer search for the Customer on the web-resource of the supplier (hereinafter — the Agreement).
1. Conditions of accepting the Offer for execution
1.1. Acceptance of the offer is the full and unconditional acceptance of the terms of the Offer through the implementation of actions by the Contractor expressing the intention to provide services on the terms of the Offer.
1.2. Requirements for the acceptor:
- a person officially registered as a legal entity or an individual entrepreneur, who does not have unfulfilled obligations to third parties and unfulfilled tax obligations
- or an individual.
1.3. The fact of clicking the “Become a partner” button during registration on the Customer’s website is recognized by the Parties as acceptance according to the rules of art. 438 of the Civil Code of the Russian Federation, that is the consent of the Contractor to conclude with the customer an agency agreement on the terms of this offer.
At the time of acceptance, the contract is assigned a number and date.
2. The Agreement Subject
2.1. The Customer entrusts, and the Contractor undertakes to undertake, on its own behalf and at the expense of the Customer, to attract customers to use the Surprise Me service (hereinafter referred to as the Service) via the Internet belonging to the Customer. Service refers to websites and mobile applications owned by the Customer.
2.2. Attracting customers is carried out by placing hypertext links or other materials provided by the Customer on the Contractor’s websites, or by the legal distribution of emails containing links.
3. Rights and obligations of the Parties
3.1. The Contractor undertakes to:
3.1.1. Maintain the web resource of the Contractor and promotional materials belonging to the Customer in working condition;
3.1.2. Inform the Customer about all cases of failures, inaccuracies and errors in the work of promotional materials immediately;
3.1.3. Use the documentation, information and resources provided under this Agreement only within the framework of the fulfilment of obligations under this Agreement and the established functionality, not disclose them and not transfer them to third parties without the consent of the Customer;
3.1.4. Do not use the Service to create services and websites that violate the laws of the Russian Federation, the rights and legitimate interests of third parties;
3.1.5. Do not send emails and other messages to Internet users without their explicit consent.
3.1.6. Do not create a parasitic load on the website of the Customer. The parasitic load refers to transitions to the Customer’s site, not done to search for travel services for personal purposes of the Contractor’s Internet site visitors but to artificially overestimate the Contractor’s performance or reduce the performance of the Customer’s site.
3.1.8. Not to use domains for the promotion of the Customer’s services, the names of which are consonant with the names of the Customer’s sites, as well as the names of the sites represented in the Customer’s Service.
3.1.9. Do not use the trademark, logo, brand and/or domain name of the Customer for advertising campaigns in contextual advertising systems. Under the brand in the framework of this contract should be understood any spelling of the brand Surprise Me, including transliteration in Slavic languages.
3.1.10. In case of termination of this Agreement, remove the search form from the Contractor’s web resource within two working days from the date of notification of termination of the Agreement.
3.2. The customer undertakes to:
3.2.1. Register the Contractor as a partner on the Customer’s site and assign an individual partner identifier;
3.2.2. Maintain records of e-tickets issued and paid by Clients that came from the Contractor’s web resource;
3.2.3. Pay for the services of the Contractor in the manner and amount provided for in this Agreement;
3.2.4. Ensure the operation of the Service and promotional materials of the Customer, settlements with customers.
3.2.5 To provide advice on the work of the Service, necessary for the execution of its duties by the Contractor. Consultations are provided by e-mail from 10–00 to 18–00 (Moscow time) on working days.
3.2.6. The customer has the right to unilaterally change the terms of the contract with the obligatory notification of the Contractor by e-mail no later than one month before these changes take effect.
3.2.7. The customer has the right to unilaterally terminate the contract with the Contractor without giving reasons with the obligatory notification of the Contractor by e-mail and payment of the due remuneration in accordance with the established procedure of payments.
4. Services and Payment Procedure Cost
4.1. The Contractor’s remuneration for attracting customers is paid by the Customer for the services actually purchased on third-party websites participating in the Customer’s Service as a result of transitions from the websites of the Contractor to the Customer’s website.
4.2. To calculate the Contractor’s remuneration, all transitions made to the Customer’s website are accepted via the links containing the partner identifier assigned to the Contractor. At the same time, sales of travel services made from personal computers of users within 30 days from the moment of the first client’s transition to the Customer’s website are taken into account. Clients are registered on the basis of cookies set in users’ browsers, the validity of which does not exceed 30 (thirty) calendar days.
4.3. The amount of the remuneration of the Contractor is calculated as 20% of the cost of services received by the Customer from third-party organizations that implement such services on the Customer’s website minus fees for payment systems and deductions to service providers.
4.4. The Customer provides the Contractor with information about the income received by the Customer from conversions from the websites of the Contractor in real time in the personal account of the Contractor on the Website of the Customer.
4.5. Payment of remuneration to the Contractor is made monthly within 10 working days from the time the Contractor sends a request for payment by cashless transfer of funds to the Contractor’s current account. In this case, the provision of documents by the Contractor by e-mail is allowed.
4.6. If the amount of the Contractor’s remuneration for the reporting month is less than 500 (Five Hundred) rubles, the Customer is entitled to make payment in that reporting period when the accumulated amount of the agency fee exceeds 500 (Five Hundred) rubles, but at least 1 time per year on the last calendar day of the year.
5. Parties Responsibilities and Special Conditions
5.1. The parties bear each other responsibility in accordance with the current legislation of the Russian Federation.
5.2. The Contractor guarantees that his Web resource does not contain information and images of a pornographic nature, does not promote violence, does not promote racial, sexual, religious or other forms of inequality, does not promote activities prohibited by the legislation of the Russian Federation, does not violate copyright law.
5.3. The Customer is not responsible for the content of any materials appearing on the Contractor’s web-resource and is not liable for their censorship and viewing.
5.4. The Contractor solves all issues related to the functioning of its Web-resource independently.
5.5. The Customer reserves all the copyrights to the software modules, graphics interface, images, text, trademark and trade symbols of the Customer indicated in the promotional materials, as well as all associated copyrights.
6.1. Each Party shall not disclose confidential information received from the other Party in connection with the execution of this Agreement.
6.2. Confidential information applies to this Agreement, means any scientific, technical, technological, commercial, organizational or other information that has actual potential commercial value for the Parties to this Agreement, due to its unknown to third parties who could benefit from its disclosure or use to which there is no free access on a legal basis, and in relation to which adequate protection measures are taken of its values.
6.3. In case of violation of the confidentiality conditions of one of the Parties, such Party shall compensate the losses to the second Party. For the purposes of this clause of the Agreement, the Parties understand losses as real damages, which are determined in accordance with the rules provided for by article 15 of the Civil Code of the Russian Federation. Loss of profits is not refundable.
6.4. The terms of non-disclosure of confidential information are retained for 3 (three) years from the date of termination of this Agreement.
6.5. Each of the Parties is obliged to ensure the protection of personal data in accordance with the requirements of the current legislation of the Russian Federation.
7. Term and Termination of the Agreement
7.1. The contract comes into force from the moment of its signing and is concluded for an indefinite period.
7.2. Termination of the Agreement does not affect the need to fulfil the obligations of either Party to each other, which arose but were not fulfilled before the date of termination of this Agreement.
7.3. The validity of this Agreement may be terminated in the following cases:
— at the initiative of the Customer, subject to notification of the Contractor 10 (ten) days prior to the date of the proposed termination of this Agreement;
— by written agreement of the Parties;
— for other reasons stipulated by the legislation of the Russian Federation.
7.4. Clauses of the Liability and Confidentiality Agreement will remain in effect after the termination of this Agreement.
8. Irresistible force
8.1. The Parties are exempt from liability for partial or complete non-fulfilment of obligations under this Agreement if this failure was the result of force majeure circumstances that the Parties could not have foreseen or prevented.
8.2. Force majeure circumstances include war, hostilities, uprising, strike, earthquake, flood, fire or similar phenomena, government decrees, orders (decrees) of state bodies, laws or other regulatory documents adopted after signing this Agreement and hindering its execution.
8.3. In case of occurrence of force majeure circumstances, the period for fulfilling obligations under this Agreement shall be postponed in proportion to the time during which such circumstances and their consequences apply.
8.4. If the default state lasts more than two months, then each Party has the right to terminate this Agreement unilaterally without the obligation to compensate the other Party for possible losses by notifying the other Party 30 (thirty) calendar days before the date of termination. In this case, the Parties shall, within 14 (fourteen) calendar days from the date of termination of the Agreement, produce final mutual settlements.
9. Final Provisions
9.1. The parties undertake to inform each other about all changes in the name, legal address, payment details, liquidation or reorganization of the enterprise no later than 10 (ten) calendar days.
9.2. The correspondence between the parties, as well as the exchange of information and notifications, is carried out by e-mail to the addresses indicated in this agreement.
9.3. None of the Parties to this Agreement shall have the right to transfer their rights and obligations under this Agreement to third parties without the prior written consent of the other party.
10. DETAILS OF THE EXECUTOR
Name: Surprise Me LLC
Address: 192284, St. Petersburg, Malaya Balkanskaya street, 4, Bldg. 3
INN 7816636266, KPP 781601001
Tel .: (812) 906-18-80
Accounts 40702810410000099843 in TINKOFF BANK JSC, MOSCOW