Agreement

The present agreement (hereinafter «Agreement») defines the relationship between Closed Joint Stock Company «Wamba», hereinafter referred to as «Company», on the one hand, and the Contractor, who accepted the public offer (Offer) about the conclusion of the Treaty in accordance with the procedure of registration of application developer, established on the Sites.

DEFINITIONS

The parties agree that the basic notions used in this Agreement, have the following meanings:
«Global Dating Service «Wamba» - a system managed by the Company, which represents a network of Internet sites, meant for socializing and dating purposes of users in the Internet.
«Sites» - Internet sites, which are included in the Dating System «Wamba».
«User» - physical party using Internet services.
«Application» - program product of the Contractor, which operates within Global Dating Service «Wamba», and uses API (Application Program Interface).
«API» (Application Program Interface) – set of agreements concerning the format of procedures activation and which coordinates the order of interection of applications with software of the Company.
«Use of Application» - set of activities and interactions between the Users and/or Contractor when the Application is being used according to its designation and the terms.
«Financial partners of the Company» - legal parties – cell communication operators who own corresponding technical resources and provide cell communication services; other parties providing access to technical resources of corresponding cell communication operators, and payment systems with which the Company has concluded corresponding agreements.
«Technical partners of the Company» - legal and physical parties attracting users to Global Dating Service «Wamba», also with the help of connection of Internet sites belonging to these parties to Global Dating Service «Wamba».
«Accounting period» - 1 (one) calendar month of a year, if the Agreement has not specified another period.
«Attracting User to the Site» - each purchase of a paid access to an Application made by User.

Article 1. SUBJECT OF AGREEMENT

  • 1.1. Contractor agrees for a reward, amount and procedure of payment of which are defined according to the present Agreement, to provide services for the Company focused on attracting Users to the Sites providing access to the Application via interface, placed on the Sites.
  • 1.2. Company agrees to reward the Contractor for services in the amount and manner defined in the present Agreement.
  • 1.3. Application of the Contractor must comply with the conditions of the applicable legislation of the Russian Federation and also with the terms of Application placement which can be found on the site of the Company at: http://corp.wamba.com/en/developer/rules. These terms constitute an indespensible part of the Agreement.
  • 1.4. Contractor is informed that Applications through which products, services or rights for intellectual property results are sold on a remote basis, cannot be placed on the Site.

Article 2. PROCEDURE FOR THE CONCLUSION AND AMENDING OF THE AGREEMENT

  • 2.1. Contractor concludes the Agreement, and namely accepts the terms of the Agreement, according to p.1 art.433 and p.3, art.438 of the Civil Code of the Russian Federation and therefore connects the Application to the software and hardware complex of the Site of the Company.
  • 2.2. The last edition of the Agreement is available at: http://corp.wamba.com/en/developer/offer. Company is entitled to make ammendments to the terms of the Agreement, publishing corresponding notifications at: http://corp.wamba.com/en/blog/.
  • 2.3. Contractor has a right not to agree with a new version of the Agreement, which shall be regarded as Contractor's refusal from providing services for the Company and determination of the Agreement. In this case the Contractor stops providing services according this Agreement and blocks the access to the Applications for Users of the Sites. Continuation of service provision according to the present Agreement means that the Contractor agrees with new terms of the Agreement.

Article 3. RIGHTS AND OBLIGATIONS OF THE PARTIES

  • 3.1. Rights and obligations of the Company:
    • 3.1.2. Company agrees according to the applicable legislation of the Russian Federation and the present Agreement to accept provided by the Contractor services according to the present Agreement.
    • 3.1.3. Company agrees to pay services provided by the Contractor in the amount and manner defined in the present Agreement.
    • 3.1.4. Company agrees to provide the Contractor with technical, managerial and other assistance required for service provision according to the present Agreement.
    • 3.1.5. Company agrees to the Contractor with an ability to get informed about statistics of accrual of incomings constituted of user payments for use of Application for the Accounting period.
    • 3.1.6. Company is entitled to refuse to connect the Application to the Global Dating Service «Wamba», suspend work of the Application at any moment and/or block the access to the Application for third parties, and exclude the Application from the list of applications, available for Users on the Site of the Company.
  • 3.2. Rights and obligations of the Contractor:
    • 3.2.1. Contractor agrees to provide services for the Company according to the terms of p. 1.1 of the present Agreement.
    • 3.2.2. Contractor has a right to engage the third parties for realization of the rights and obligations according the Agreement, remaining fully responsible for their actions and for his or her own as well.
    • 3.2.3. In case a proper functioning of the Application of the Contractor requires placement of files on the site of the Company, the Contractor agrees to entitle the Company to use the files on the terms of non-exclusive lisence. Cost of such a lisence is included into the Agreement amount and makes 0,1% of the cost of the services of the Contractor, stated in p. 4.1 of the Agreement.
    • 3.2.4. In case the Company is addressed with complaints of the third party, regarding with the placement of Contractor's files on the Site of the Company, mentioned in p. 3.2.3 of the Agreement, the Contractor settles the claims on his or her own and at his or her expense, without engaging the Company.
    • 3.2.5. Contractor guarantees that all Applications placed by him or her comply with the applicable legislation of the Russian Federation, including copyright and neighbouring rights, rights for intellectual property, privacy, reputation, commercial goodwill, rules of morality and ethics and also with the terms of application placement. In case of complaints addressed by the third party to the Company concerning application placement by the Contractor on the Site of the Company, the Cntractor settles the claims on his or her own and at his or her expense, without engaging the Company.

Article 4. FINANCIAL TERMS

  • 4.1. The cost of Attracting Users to the Sites of the Company by the Contractor makes:
    50% (fifty per xent) from the amount of proceeds (without VAT), paid for use of the Contractor's Application by the User, registered in the Global Dating Service «Wamba» on any of the Sites, after deduction of reward for Technical Partners of the Company and is rounded down in kopecks;
    • 4.1.1. Contractor's reward for the Accounting period is made up by the amount of proceeds, paid by the Users for the total number of services provided by the Contractor for attracting users to the Site.
    • 4.1.2. Company calculates the Contractor's reward according to the statistics data for the Accounting period of service provision.
  • 4.2. In case the Contractor's reward is liable to VAT according to the applicable legislation, the amount of VAT is included in the Contractor's reward, calculated according to p. 4.1. of the Agreement.
  • 4.3. Company agrees to transfer payable reward to the Contractor for the Accounting period within 15 (fifteen) working days from the moment of full receipt of proceeds for the Accounting period from the Financial partners of the Company, providing that the Contractor has ordered payment via his or her personal account.
  • 4.4. In case the amount of the Contractor's payable reward for the corresponding Accounting period is less than 1500 (one thousand five hundred) rubles, reward payment is made for an Accounting period in which the payable amount will be equal to or exceed 1500 (one thousand five hundred) rubles.
  • 4.5. Cost of service provision by the Contractor is paid in RUB.
  • 4.6. Company is considered to have fulfilled its payment obligations from the moment the payable amount was debited from its account.
  • 4.7. In case the Company is notified by the Financial Partners of the Company about the fact of User fraud, the Company carries out readjustment of payments and takes it into account during the notification period.

Articla 5. EFFECT OF AGREEMENT

  • 5.1. The present Agreement takes into effect from the moment of conclusion and is termless.
  • 5.2. Nullity of any provision of the present Agreement does not entail nullity of the other provisions of the Agreement and of the Agreement in general.
  • 5.3. The present Agreement remains in force if account details of the Parties, constituent documents or legal organizational forms are changed, or in case of change of ownership of one or both Parties.
  • 5.4. The present Agreement may be terminated before its term ends with written consent of the Parties or in other manner according to the legislation of the Russian Federation and the terms of the present Agreement.
  • 5.5. Company is entitled to terminate the Agreement in its sole discretion. Block of access for the third parties to the Contractor's Application may be also regarded as confirmed intentions of the Company to terminate the Agreement.

Article 6. LIABILITY OF THE PARTIES

  • 6.1. For non-performance or improper performance of obligations according to the present Agreement the Contractor and the Company are liable according to the legislation of the Russian Federation.
  • 6.2. Contractor is liable for the content and reliability of materials contained in the services, for intellectual property rights violation, illegal use of trade marks, names of companies and their logos, and also for obligations relating to the services and assumed by the Contractor to the third parties.
  • 6.3. In case the Company is addressed with complaints of the third party, regarding the services, the Contractor settles the claims on his or her own and at his or her expense.

Article 7. CIRCUMSTANCES OF FORCE MAJEURE

  • 7.1. A Party is relieved from liability for non-performance or improper performance of obligations according to the present Agreement in case of force majeure circumstances. Under such circumstances the present Agreement imply circumstances of emergency, inavoidable and unforseen character, excluding or objectively restricting the possibility to perform the Agreement and which could not be forseen and prevented with reasonable measures by the Parties.
  • 7.2. A Party which referrs to a force majeure circumstance must notify in written the other Party about the circumstances within 5 (five) calendar days from the moment of force majeure.
  • 7.3. If a party which referrs to a force majeure circumstance has not notified in a due form the other Party about the circumstances, this Party loses the right to refer to the above mentioned circumstances in case of non-performance or improper performance of obligations according to the present Agreement.

Article 8. OTHER PROVISIONS

  • 8.1. Disputes between the Parties relating to conclusion, performance and termination of the present Agreement are subject to consideration in the Commercial Court in Moscow. Complience with the pre-trial claim procedure is obligatory. Claims must be signed by the authorized representatives of the Parties and must be considered by the Party which received the claim within 10 (ten) calendar days from the moment of receipt.
  • 8.2. Written documents (including notifications, letters, claims etc.) relating to the present Agreement may be sent by one Party to the other with a courier or certified mail. Copies of these documents may be also sent via fax or e-mail, but it is still obligatory to provide originals of these documents. Any notification sent via fax or e-mail is considered to be received by the receiving Party only under condition that the sending Party can prove the fact of sending (in written or electronic form as well) on the same day when it was sent by the one Party to the other.
  • 8.3. Any changes or annexes coordinated by the Parties must be registered in written and signed by the both Parties. These changes or annexes are regarded as indespensible parts of the present Agreement.