1. GENERAL PROVISIONS
1.1. This Public Offer (hereinafter, the Offer) is an offer of the “Administration”, to any number of legally capable individuals, who have accepted this offer, hereinafter, the “Partner” or individually referred to as the “Party”, and collectively — the “Parties”, to enter into the Service Agreement as follows.
1.2. This document is a public offer, and if accepting the terms and conditions below, an individual that has accepted this offer becomes a Partner. Accepting the offer is equivalent to concluding the contract on the terms and conditions stated in the Offer. The provisions of this offer are unconditionally accepted by the Parties.
1.3. The Administration and a Partner mutually warrant their rights and legal capability as required to execute and perform this agreement / contract.
1.4. The contract is concluded in the form of the public offer, does not require to be signed by both parties and is valid in the electronic form.
2. TERMS AND DEFINITIONS
2.1. For the purpose hereof, the following terms have the following meanings:
Offer Acceptance means creating an account on an online resource at https://applanza.com, which implies unconditional acceptance of all terms and conditions of the Offer and the documents that are an integral part thereof.
Statistics means data and information in electronic form, which are compiled and/or provided by the Administration to the Partner, may contain information of the number of Clicks, Views and other parameters of interaction between the Parties, as well as of the amount of Partner’s remuneration.
Agreement means an affiliation agreement, whose subject matter is the Partner providing the Services specified by, but not limited to the Offer.
Click means the User going to (clicking) the hyperlink in the Advertisement.
Offer means this document published online at https://applanza.com/app/page/terms-and-conditions, including all documents that are an integral part thereof.
Partner means an individual, who has accepted the Offer.
Partner Interface means software interface designed for, but not limited to, remote interaction of the Parties for the purpose of performing the Offer, exchanging information and transferring notifications between the Parties. The Partner Interface may contain Statistics, information about the Partner, the Partner Resources, the amount of the Partner’s remuneration, and other information as determined by the Administration.
User means any person, who is a visitor of Resources, including Partner Resources.
View means demonstration of Advertisements in the Advertising Spaces.
Advertisement (Ad) means advertising materials in any format that may include text, images, video, audio, other media, interactive elements, code, hyperlinks, or any combination thereof. For the purpose of the Offer, Advertisement means the advertising materials described above provided for placement by the Administration and/or Advertisers.
Advertising Space means a space allocated in the design (code) of the respective Resource and intended to demonstrate Advertisement.
Advertisers mean third parties that have concluded an agreement with the Administration and/or the Administration affiliates, the subject and/or result of which shall be Ad placement on the Resources included in the Advertising Network, inter alia, on the Partner Resources.
Advertising Source Code means a software module in HTML or other code format that the Partner embeds in the code of the Partner Resources, and is designed to access the Administration System for demonstrating Ads on the Partner Resources.
Resources mean Internet websites (including their versions for desktops, tablets and/or other mobile devices), computer software, applications for mobile devices, other digital media, as well as their content and their constituent elements (information, files and other data included in the Resources).
Partner Resources mean Resources the Partner connects to the Advertising Network as agreed with the Administration.
Advertising Network means a set of all Resources, where Ads are demonstrated through the Administration System.
Administration System means a set of software and hardare owned and/or used by the Administration, designed to interact with the Partner System, make sure Ads are demonstrated in Advertising Spaces (if applicable), and record the Administration’s Statistics.
Partner System means a set of software and hardare owned and/or used by the Partner, designed to interact with the Administration System and make sure Ads are demonstrated in Advertising Spaces (if applicable).
Parties mean the Administration and the Partner.
Services mean technical services that are described in section 3 of the Offer and that the Partner provides to the Administration under the terms of the Offer.
Fraud means fraudulent (dishonest) Views or Clicks performed either by the Partner in violation of points 4.6.1 and 4.6.3 of the Offer and by any third parties.
API means a special technical interface that is provided by the Administration and/or the Partner and ensures interaction between the Administration System and the Partner System for the purpose of the Agreement.
2.2. Terms not defined in point 2.1 of the Offer may be used in the Offer. In this case, such term shall be interpreted in accordance with the text of the Offer. In a term cannot be precisely interpreted in the text of the Offer, it’s necessary to be guided by the interpretation of the term as defined or established (commonly used) on the Internet.
3. SUBJECT MATTER OF THE AGREEMENT
3.1. The subject matter of the Agreement is the Partner providing Services to the Administration, including the services related to the Administration placing Ads on the Partner’s Resources. In particular, the Partner:
3.1.1. Installs an Advertising Source Code owned by the Administration or the Partner itself on the Partner Resources;
3.1.2 Makes sure the Advertising Source Code is up and running and interacts correctly with the software and hardware of the Administration System, including interaction via API, throughout the term of the Agreement;
3.1.3. If applicable, configures and supports performance of the Partner System, and carries out all actions required for technical integration and correct software and hardware interaction of the Partner System and the Administration System, including, but not limited to, OpenRTB interaction, server-to-server integration;
3.1.4. Provides Ad demonstration on the Advertising Spaces throughout the Agreement pursuant to the requirements specified by the Agreement.
3.2. For the Partner to be able to provide Services to the Administration, the Partner must accept and observe the following documents, which are an integral part of the Offer:
Advertising Network Rules (https://applanza.com/ad-network-rules) (hereinafer, the Rules);
Privacy Policy (https://applanza.com/privacy-policy).
4. TERMS AND PROCEDURE
4.1. For the purpose of the Agreement, the Partner adds Resources to the Advertising Network by submitting its application via the Partner Interface. The list of Partner Resources must be reviewed by the Administration. Information of the status of each Partner Resource (accepted, rejected) is also published in the Partner Interface.
4.2. The Administration has the right to refuse to accept the Partner Resource in the following cases:
4.2.1. Partner Resource fails to meet the requirements of the Offer and/or the Rules;
4.2.2. Partner Resource was previously declined due to Partner violating the terms of the Offer;
4.2.3. Previously, the Administration declined a resource added by a third party due to the said third party violating the terms of the Offer.
4.3. For the purpose of the Agreement, the Administration provides the Partner with access to the Partner Interface, herewith:
4.3.1. The information available through the Partner Interface is the Confidential Information of the Parties;
4.3.2. The Partner Interface is accessed with the unique Partner’s login and password set independently by the Partner;
4.3.3. All actions performed in the Partner Interface using the Partner’s login and password are deemed to be performed by the Partner. The Partner is solely responsible for the safety of its login and password and is obliged to take measures for their confidentiality. The Administration is not held liable for unauthorized access of third parties to the Partner Interface with the Partner’s login and password.
4.4. The Parties acknowledge that only Statistics shall be used for the purpose of the Agreement, in particular, in order to confirm the list and cost of the rendered Services, and to make settlements between the Parties.
4.5. When rendering the Services, in particular, when installing the Advertising Source Code, setting up the Advertising Spaces, and carrying out technical integration between the Partner System and the Administration System, the Partner is obliged to meet technical requirements and rules the Administration informs the Partner of in the Partner Interface and/or by e-mail.
4.6. The Partner is obliged:
4.6.1. Not to interfere in the Ad placement, inter alia, not to publish on the Partner Resources any information that may affect Ad perception by Ad consumers, or invite or call to Click on Ads.
4.6.2. To make commercially reasonable efforts aimed to increase popularity of the Partner Resources among Users, including, but not limited to, increasing the number of Users of the Partner Resources.
4.6.3. Not to perform any actions resulting in the Fraud, including, but not limited to, independently or with any third parties engaged, manually and/or with respective software, scripts, or code.
4.6.4. Not to use the Advertising Source Code, except for the purpose of the Agreement.
4.6.5. Unless otherwise provided by the Agreement, not to perform any actions resulting in any modifications of the placed Advertisement and/or consequences of Users clicking the Advertisement, including, but not limited to, not to overlap the Advertisement or its part with the content of the Partner Resources, not overlap the content of the Partner Resources with the Advertisement or its part (except when such actions are agreed upon by the Administration), not to modify hyperlinks included in the Advertisement, not to prevent the Users’ access to webpages (websites) of Advertisers;
4.6.6. Not to modify the parameters of the Ad Spaces in a way that makes the font size of the Ad description section smaller than that of the webpage text.
4.6.7. Not to modify any characteristics of the Partner Resources, their content, elements or other components, resulting in the Advertising Spaces failing to comply with the requirements of the Agreement. If the Partner changes the subject of any of the Partner Resources, it must notify the Administration thereof on the day of the change.
4.6.8. To take all measures necessary to make sure the Partner’s Advertising Source Code (if applicable), the Partner System (if applicable), and the Partner Resources run smoothly and error-free, subject to reasonable interruptions for technical preventive maintenance.
4.6.9. To immediately notify the Administration of any emergency shutdowns (and time to rectify the situations) and errors in running the Partner’s Advertising Source Code (if applicable), the Partner System (if applicable), and Partner Resources, if such emergency shutdowns and errors may affect proper performance of the Agreement conditions by the Partner.
4.7. The Administration has the right:
4.7.1. At any time to refuse to place the Ad on any of the Partner Resources, including, but not limited to, if the Partner violates the Agreement conditions, if the Administration receives claims and/or complaints from advertisers or other third parties that any of the Partner Resources fail to comply with the laws and/or requirements of the Agreement, if placing the Ads on any of the Partner Resources turns out to be inefficient, as well as without giving reasons by notifying Partner about such refusal by email and/or through the Partner interface.
4.7.2. To mention the Partner in the Administration’s presentations, marketing materials without obtaining a separate consent of the Partner. This rule shall apply indefinitely and shall survive the termination of this Agreement by either party.
4.7.3. To make changes in design, demonstration method and/or appearance of the Ads in the Advertising Spaces at its own discretion, either when experimenting or on an ongoing basis. Whenever possible, the Administration shall notify the Partner of such changes and/or experiments.
4.7.4 To revise the accrued remuneration amount as a result of an audit of Clicks and Views, if the audit findings reveal Fraud. The Fraud in any way includes (i) spam, invalid queries, invalid Views or Clicks performed by any person, query optimization technology, automated software or similar mechanism, including through Clicks or Views outgoing from IP addresses or computers in the Partner’s possession; (ii) Clicks made for money, based on provision of false information or requests to click the Advertisements or carry out other actions, and the Views thus obtained; (iii) intentional or unintentional actions of the Partner related to employing and/or gaining advantage out of errors, vulnerabilities and/or flaws in the Advertising Source Code, the Partner Interface and/or the Administration System, if such actions cause harm to the Administration, Advertisers and/or other third parties, including, but not limited to, if this results in increasing the the Partner’s remuneration disproportionately to the revenue the Administration receives from advertising on the Partner Resources; (iv) Clicks or Views that are bad faith in other respects, as determined by the Administration in its sole discretion.
4.8. Advertisements may be marked as “Advertisement”, “₽”, “R”, or have other similar markings as determined by the Administration at its sole discretion.
4.9. Exclusively for the purpose of the Agreement, the Parties grant to each other a non-exclusive, non-sublicensable, worldwide license that is valid throughout the term of the exclusive right (but in any way for the period not exceeding the validity of the Agreement) and allows to use the Advertising Source Code (depending on what Party owns the rights to the Advertising Source Code), the Administration System and the Partner System, in any ways that do not violate the Agreement conditions and applicable laws, including the technical requirements regarding use of the above objects. Revocation of the above license shall be effected only through termination of the Agreement.
4.10. Advertisements placed on Partner Resources must comply with requirements of applicable laws. If, in the Partner’s opinion, the Ad placement is in breach of the applicable laws, has resulted or may result in claims for violation of the legal rights of third parties, the Partner has the right to submit a reasonable request to the Administration seeking to stop or suspend such Ad placement until the Administration settles disputable issues with third parties.
4.11. For the purpose of, but not limited to, placement, Views and/or tracking Ad Clicks by Users, cookies and/or other means of tracking user activity, which allow the Administration to obtain information of the Views and Clicks of the Users (but not limited to the specified) may be installed in the web-browser (or other software used by the User to access the Partner Resources). In this case the Partner is obliged:
4.11.1. To provide the Users with all necessary information of installation of cookies and/or use of other means of tracking of User activity, of the Administration using the data received with cookies files and/or other means of tracking of User activity, and, if it is provided for by the applicable laws, the Offer and/or the Rules, to obtain the proper and informed consent of every User to the installation of cookies and/or other means of tracking of User activity, and use of the data thus obtained by the Administration.
4.11.2. For the purpose specified above in point 3.14.2. of the Offer, to publish on the Partner Resources a clearly marked privacy policy (or other similar document) easily accessible to Users, which will contain all information specified in point 3.14.2. of the Offer, as well as the information of thow a User manages cookies and/or other means of tracking user activity with User’s device (including, but not limited to “Do not track” option in web browsers).
4.12. The Parties shall exchange information and documents under the Agreement via the Partner Interface and/or by email. Unless otherwise expressly provided for in the Offer, any notice shall be deemed to have been given properly if sent by email. A notice shall be deemed received by the Party: if sent by e-mail – the next business day after sending; if sent through the Partner Interface – on the date of placing the notice. When information is exchanged through the Partner Interface, it is within the control and responsibility of the Partner to monitor the publications of and changes in the information and notices in the Partner Interface.
4.13. The Partner agrees that the Advertising Spaces may display special-format Advertising materials not moderated by the Administration, provided and moderated by DSP, and agrees with the following:
4.13.1. The Administration is not responsible to the Partner for DSP-moderated Ads and does not control their content;
4.13.2. The Partner independently and at its own expense considers claims and resolves disputes related to the placement of DSP-moderated Ads on the Partner Resources;
4.13.3. The Administration shall not reimburse any loss, property damage or any other expenses that the Partner can incur out of placing DSP-moderated Ads on the Partner Resources;
4.13.4. Clauses 4.10 and 7.2 of the Offer shall not apply to placing DSP-moderated Ads on the Partner Resources.
5. FEES AND SETTLEMENT PROCEDURE
5.1. The Administration shall pay remuneration to the Partner for providing Services under the Agreement. In all cases, the amount of remuneration is determined solely on the basis of Statistics.
5.2. The Service shall be deemed duly rendered by the Partner and accepted by the Administration upon the completed View and/or Click on the Partner Resource (provided there is no Fraud). The Parties agree that this action is equivalent to signing the service acceptance report in hard copy and is legally binding.
5.3. Remuneration is paid to the Partner based on the application stating the amount and details and created through the Partner Interface. The payment is made to electronic payment systems, hereinafter referred to as “EPSs” (electronic wallets), the list of which is available in the application form. The Partner shall bear all charges associated with cash transfer to the Partner.
5.4. All payments under the Agreement are made in the currency chosen by the Partner when creating the application. The Administration’s obligation to pay remuneration to the Partner is considered to be fully performed from the time the cash is debited from the Administration’s account. The payment is made by transferring the respective amount to the details specified by the Partner in the Partner Interface.
6. GUARANTEES
6.1. Except for the guarantees expressly stated in the text of the Offer, the Administration shall not provide any other guarantees, whether express or implied, and explicitly disclaims any guarantees or conditions regarding the non-infringement of rights or expectations related to the Services, or attainability of certain goals of the Partner, including, but not limited to the Partner’s expected remuneration for the Services, health of the Administration system, Partner Interface and/or the Advertising Source Code of the Administration.
6.2. The Partner represents and warrants to the Administration that:
6.2.1. it has appropriate legal capacity and capability to execute and perform the Agreement, while the Partner providing the Services is not in contradiction to the applicable laws or Partner’s obligations to third parties, and the Services shall in no way constitute violation of rights and legitimate interests of third parties;
6.2.2. it legally possesses Partner Resources and/or has the right to use them in accordance with the terms of the Offer, and is fully responsible for the content, code and/or any other information placed by the Partner on the Partner Resources.
6.2.3. The Partner Resources will comply with the requirements of the Offer and the Rules throughout the term of the Agreement.
6.2.4. it provided the Administration with valid and reliable information, including its personal data, contact information and other data specified by the Offer when accepting the Offer and performing the Agreement.
6.2.5. it has fully read the Offer, fully understands the subject matter of the Offer and the Agreement, fully understands the meaning and consequences of its actions of entering into and performing the Agreement.
6.2.6. The Administration placing or using cookies and/or other user activity trackers does not contradict to the legislation governing its relations with Users, or that it has taken all necessary actions provided for by such legislation in order to give the Administration the right to install cookies and/or use other user activity trackers, as well as to use data obtained through them.
7. LIABILITY AND LIMITATION OF LIABILITY
7.1. In no event shall either Party be liable under the Agreement for: (i) indirect loss and/or loss of profit by the Party or third parties, regardless of the other Party’s ability to foresee the possibility of such loss; (ii) force majeure (hereinafter, “Force Majeure”).
7.1.1. Force Majeure includes all events that did not exist (or that the Parties could not foresee) at the date of the Agreement, are beyond the control of either Party, and the occurrence and effect of which cannot be prevented by means and methods, which, in a particular situation, could reasonably be required or expected, and resulting in impossibility to perform the Agreement in accordance with its terms and conditions. Force Majeure includes, but is not limited to, the following events: fires, earthquakes, floods and other natural disasters, industrial accidents, strikes (except strikes of employees of either Party), sanctions introduced against the Party to the agreement by state authorities of any country, actions of state authorities (except for actions caused by the Party to the Agreement violating requirements of the applicable laws), material changes in the applicable laws, failures, interruptions and other disruptions of the Internet, communication service providers, data centers, power failures.
7.1.2. The affected Party shall immediately notify the other Party in writing of the nature of the Force Majeure preventing performance of the Agreement attaching copies of the relevant documents.
7.1.3. For the duration of Force Majeure, the Parties shall be relieved from liability for improper performance of the Agreement.
7.1.4. If duration of Force Majeure exceeds 6 (six) months, either Party has the right to terminate the Agreement, and the Partner has the right to demand payment for the actually rendered but not paid Services.
7.2. All disputes arising out of Ad placement, including claims of third parties whose interests are violated as a result of such placement, as well as litigations initiated by courts or authorized state bodies, shall be resolved by and at the expense of the Administration, provided the Partner observes the following conditions:
7.2.1. the Partner immediately, but in any case not later than 3 (three) business days, notifies the Administration of the Partner receiving the respective claim, court order, notice, summons, as well as the document issued by the authorized state body;
7.2.2. The Partner has provided the Administration with copies of the respective claim, court order, notice, summons, the document issued by an authorized state body, and other information requested by the Administration and reasonably required for the Administration to settle the respective claims or cases;
7.2.3. The grounds for the claim and/or initiating the case did not arise out of actions / omission of the Partner.
7.2.4. For the avoidance of doubt, if a Partner uses the functionality provided for by point 4.13 of the Offer, the terms of point 7.2 of the Offer above shall not apply, and the Partner shall independently resolve all disputes arising out of Ad placement.
7.3. The total liability of the Administration under the Agreement, including the amount of penalties and/or recoverable damage under the claim(s) arising out of the Agreement or its performance, shall be limited to 10% of the cost of the Services under the Agreement for the period of one (1) calendar year preceding the date of the respective liability of the Administration.
7.4. Should the Partner violate requirements of points 4.6.1, 4.6.4, 4.6.5, 4.6.6, 4.11.1, 4.11.2 of the Offer (jointly or separately), guarantees specified in point 5 of the Offer or requirements of the Rules, the Administration has the right to unilaterally repudiate the Agreement extrajudicially and/or immediately terminate the Agreement on the unilateral extrajudicial basis, while the at Services subject to such violation are considered not provided by a Partner and shall not be paid for by the Administration. In this case, the Agreement shall be considered terminated from the time the Administration e-mails the termination notice.
7.5. If the Services provided by the Partner under this Agreement gave rise to a third-party claim, complaint, action and/or injunctions by state or municipal bodies related to violation of third-party rights and/or legislation as a result of Services provided by the Partner under the Agreement, the Partner shall immediately upon the Administration’s request deliver all requested information related to the provided Services, assist the Administration in settlement of such claims, complaints and/or injunctions, and, pursuant to article 406.1. of the Civil Code of the Russian Federation, reimburse all pecuniary losses of the Administration defined as loss (including court expenses, amounts of loss paid to third parties, compensations and/or amounts of fines paid) incurred by the Administration as a result of such claims, complaints and/or injunctions, as well as related with additional tax charges, tax refund refusal and/or bringing the Administration to tax responsibility in terms of relations of the Administration with the Partner in connection with the conclusion, performance or termination of the Agreement and in connection with circumstances that were beyond direct control of the Administration. Such circumstances may include: the Partner’s failure to pay taxes and fees, failure to submit declarations, statements and other documents to the tax authorities, tax evasion, understatement of taxable base, appointment of nominal employees (including for the position of the sole executive body), allowing a situation when the documents of the Partner and/or its counterparties (including Subcontractors) refer to persons, who later refuse to confirm their relationship with the Partner or counterparty (including Subcontractors), the Partner’s failure to exercise due diligence in selecting third parties to fulfill its obligations under the Agreement (including Subcontractors), breach of the form and content of the documents (failure to sign or signature by an unauthorized employee of the Partner, failure to affix a seal or affixing a fake seal, if the seal is binding for the Partner), and other circumstances that create adverse tax consequences for the Administration due to the actions of the Partner and/or its counterparties (including Subcontractors).
7.5.1. The Parties agree that, should the reasons for indemnification take place, the amount of recoverable property losses of the Administration shall be deemed equal to the amount of loss of the Administration confirmed by a final judgment of a court or a competent state / municipal authority, or a settlement agreement approved by a court, including, but not limited to:
amounts of loss, compensation and/or fines paid to third parties;
amounts of additionally charged taxes, payments or fees, as well as fines and penalties, compensations and other disbursements to state / municipal bodies;
court and other expenses incurred by the Administration to protect its rights and interests in connection with the circumstances specified in point 7.5 of the Agreement, including expenses on legal and consulting services.
8. DURATION OF AND AMENDMENTS TO THE TERMS OF THE OFFER AND THE AGREEMENT
8.1. The Offer enters into force from the date specified in the “Effective Date” paragraph above, and shall remain in force until revoked by the Administration.
8.2. The Administration reserves the right to amend and/or withdraw the Offer at any time at its sole discretion, as well as to amend the Rules. When amending the Offer and/or Rules, such amendments by the Administration shall come into force at the time the amended text of the Offer and/or Rules is published online, unless a different effective date of such amendments is specified when publishing.
8.3. The Partner acknowledges and agrees that amendments to the Offer and/or the Rules entail such amendments to the Agreement, and such amendments to the Agreement come into effect simultaneously with the amendments to the Offer and/or the Rules.
8.4. If the Partner does not agree with the amendments made by the Administration to the Offer and/or the Rules, the Partner has the right to terminate the Agreement in the order provided for by the Offer.
8.5. The Agreement shall become effective upon acceptance of the Offer and shall remain in force until terminated in the order provided for by the Offer and/or applicable laws.
9. TERMINATION
9.1. The Agreement may be terminated:
9.1.1. at any time as agreed by the Parties;
9.1.2. by the Administration immediately by sending a notice to the Partner in the Partner Interface (including by e-mail at the discretion of the Administration) if the Partner violates terms and conditions of the Agreement; in this case the date specified in the notice sent to the other party shall be the date of termination of this Agreement. In this case, all the obligations not fulfilled on the date of termination shall be fulfilled.
9.1.3. by either Party after sending a 5 (five) business days prior notice to the other Party in the Partner Interface (including by e-mail);
9.1.4. on other grounds specified in the Offer and/or applicable laws.
9.2. Obligations of the Parties to the Agreement, which by their nature must survive (including, but not limited to, obligations related to confidentiality, settlement procedures, use of information, personal data protection), shall surive termination of the Agreement.
9.3. Termination of the Agreement for any reason shall not relieve the Parties from liability for breach of the terms and conditions of the Agreement arising during the term of the Agreement.
9.4. The Agreement can be immediately terminated by the Administration sending a written notice (including by e-mail) to the Partner, if the Partner was not providing the Services to the Administration for 6 (six) consecutive calendar months.
10. CONFIDENTIALLY
10.1. The Parties agree to keep secret and treat as confidential all information received by one Party from the other Party while performing the Agreement and marked as confidential information by the disclosing Party (hereinafter, the “Confidential Information”). The Parties undertake not to disclose such information by any means whatsoever to any third party without the prior written consent of the disclosing Party.
10.2. Each Party shall take all measures required to protect the Confidential Information with at least the same degree of care as it takes to protect its own Confidential Information. Access to the Confidential Information shall be granted only to those employees of each Party, to whom it is reasonably required to perform their duties under the Agreement. Each Party shall bind such employees with the same obligations regarding the Confidential Information as those imposed on the respective Party. If any Confidential Information of the Administration is to be disclosed by the Partner to the authorized state body and/or the court, the Partner is obliged to notify the Administration of such disclosure in advance, or as soon as possible after such disclosure.
10.3. The Confidential Information always remains the property of the disclosing Party, and shall not be copied or otherwise reproduced without the prior written consent of such disclosing Party, unless it is required for the purpose of the Agreement.
10.4. The obligation to protect and keep confidential the Confidential Information of the disclosing Party shall not apply to information that:
10.4.1. at the time of the disclosure was or has been in the public domain otherwise than through the breach by the Receiving Party; or
10.4.2. becomes known to the Receiving Party from a source other than the disclosing Party, without the Receiving Party violating the terms of the Agreement, which may be evidenced by documents sufficient to prove that the source of such Confidential Information is a third party; or
10.4.3. was known to the Receiving Party prior to its disclosure under the Agreement, as evidenced by documents sufficient to establish such possession of the Confidential Information; or
10.4.4. has been disclosed with the written permission of the disclosing Party.
10.5. The obligation to keep the Confidential Information secret shall take effect upon disclosure of such information and shall remain in effect for a period of three (3) years after termination of the Agreement.
11. MISCELLANEOUS
11.1. The Offer and the Agreement, execution and performance of the Agreement shall be governed by the laws of the Russian Federation. If the dispute between the Partner and the Administration regarding the Agreement is not resolved in the course of negotiations between the Parties, it shall be considered in the Commercial Court of Moscow.
11.2. The Parties hereby agree that the conditions of credentials confidentiality and protection of personal data stated by the Partner when entering into the Agreement shall not apply to use of such data by the Administration for the purpose of remuneration payment.
11.3. If one or more conditions hereof shall be deemed invalid for any reason, such invalidity shall not affect the validity of any other conditions of the Offer, which shall remain valid.
11.4. The Parties shall promptly notify each other of all changes in their legal and mailing addresses, legal status and bank details, if such changes can affect performance of the Agreement.
11.5. The Partner gives the Administration consent to processing of personal information (including personal data) of the Partner, to transfer of the Partner’s personal information by the Administration to counterparties of the Administration, and to processing of the Partner’s personal information by the Administration counterparties for the purposes of the Agreement, simplifying and accelerating the document workflow, archival storage of documents and making copies of documents to prevent data loss. Upon performance of the Agreement, the Partner’s personal information is transferred to the Administration for processing on the terms and for the purposes specified in the Administration’s Privacy Policy, which is available for review at: https://applanza.com/privacy-policy.
11.6. The Parties agree to give legal effect to all the correspondence and/or notices under the Agreement sent to the Authorized e-mail addresses, the notices sent by the Parties in the Partner Interface and exchange of electronic document images/scanned copies before providing their originals (if necessary upon request) in hard copy. In accordance with the Federal Law “On Electronic Signature”, the Parties agree to treat the Authorized e-mail addresses, from which the Parties shall send such electronic images / scanned copies of documents to each other, as a basic electronic signature of the person / party who sent the respective letter.