PostMarket Public Offer Agreement

This Agreement shall regulate the interaction between the Internet Network User (hereinafter – Customer) and the YuMediaProduct Limited Liability Company (hereinafter – Agent) regarding the use of the Agent's Website. This present Agreement is a public offer. By starting an account at the https://postmarket.pro/ Internet resource, the Customer confirms that they are aware of the terms and conditions of this offer, of the Agent's User Agreement as well as of the Agent's Confidentiality Policy displayed on the said Internet resource.

1. Subject Matter

1.1. The Customer commissions, subject to the terms of this Agreement, while the Agent assumes responsibilities regarding offering the Customer access to the Website located at the https://postmarket.pro/ Internet resource for displaying the Customer's promotional material and/or applications to create web-content for their further distribution by third parties (Bloggers) (hereinafter – Services).

1.2. The Customer assumes responsibilities implying accepting and paying for the Agent's services subject to the terms of this Agreement.

1.3. The name, the amount and the time for displaying (creating) the Web-content, as well as regarding any other significant features of the Web-content shall be developed by the Customer through the Website and the Personal Account.

1.4. The Agent's services must be used for legally approved purposes only.

1.5. The List of Services that the Agent shall offer through the Website includes the following: — displaying on the Website information concerning the Customer and the Customer's requests for Promotional campaigns; — collecting information concerning Bloggers registered on the Website as well as on other Internet resources (Instagram, TikTok, etc.), possible services offered, including those for viewing their accounts at the Website and certain samples of the projects they completed (posts and other type of promotional releases); — search and selection of Bloggers through the Website in order to conduct joint Promotional campaigns together with the Customer; — displaying information about the Customer as well as the terms for planned Promotional campaigns; — displaying comments and opinions concerning the Bloggers; — arranging payment transfer and/or funds transfer from the Customer to the Bloggers subject to the request for respective promotional campaigns; — collection and processing of analytical data and information; — any other services that may be offered by the Agent and envisaged within the Terms of Service.

In the event a promoted activity or goods are subject to license, certification or declaration, the Customer shall be obliged to display such information following the respectively applied current legislation of the country for which the campaign is being held.

2. Rights and Obligations

2.1. The Agent shall assume to:

2.1.1. To provide to the Customer the services subject to the provisions of Chapter 1 of this Agreement, following the payment and within the terms as agreed by the Parties through the respective request displayed on the Website.

2.1.2. Display promotional and informational materials subject to the Customer's request, provided the latter follows all the respective order placement and approval rules as envisaged within this Agreement.

2.1.3. Offer the Customer continuous access to the Website as well as to the Personal account.

2.2. The Agent shall be within their right to:

2.2.1. Refuse to provide Services to the Customer in case the promotional materials contain any information that constitutes in any way violation of the current applicable legislation of the country for which the promotional campaign is to be held, while notifying the Customer respectively.

2.2.2. Suspend Services offered to the Customer in case the Customer's e-balance is negative.

2.2.3. Introduce changes (amendments) into this Agreement, as well as into the procedure, the volume and the terms for Services while notifying the Customer respectively. A notification on introducing changes (amendments) shall be done by the Agent through the Website or by an E-mail sent to the Customer's address.

2.3. The Customer shall assume to:

2.3.1. Follow all the respective applicable legislation of the country for which the promotional campaign is being held, as well as follow the terms and conditions of this Agreement.

2.3.2. Accept and pay for the Agent's Services subject to the terms and conditions of this Agreement.

2.3.3. Get to know, in a timely manner, all the changes introduced by the Agent into this Agreement as well as into any of its annexes.

2.3.4. Submit to the Agent relevant and up-to-date details required to complete registration of the Customer's Personal Account. In case any of the Customer's personal details change, to duly and timely update them in the Personal Account.

2.3.5. Refill duly and timely the Customer's e-balance to make it positive.

2.3.6. The Customer shall herewith guarantee that the Agent shall not be held liable for any outcomes of a respective promotional campaign nor for placement of the respective promotional materials by the Blogger.

2.4. The Customer shall be within their right to:

2.4.1. To reject, in full or in part, the Agent's services by notifying the latter at least 10 (Ten) working days prior to the expected date of such rejection. The parties hereto shall draw up a final Act on service the provision, which is to reflect the actual volume of the services rendered up to date, as well as their quality and the amount to paid for them. The unspent funds, as may be confirmed by the Parties, shall be returned to the Customer no later than 14 (Fourteen) banking days starting from the date the above-mentioned final Act is signed subject to the Customer's written application.

3. Website use

3.1. The conditions for the services to be offered by the Agent within this Agreement include:

3.1.1. The Customer themselves, through using the Website, shall place a request seeking display (creation) of the Web-content (promotional materials), or shall send such a request to the Blogger. The request shall indicate: the list of services, the timeline for the services provision, the price of the services, as well as any other details as may be required (hereinafter – request for a Promotional campaign). The Blogger, in turn, through using the Website, shall have the request approved or shall develop a new request seeking a Promotional campaign containing amended terms and conditions, which shall be presented to the Customer for approval.

3.1.2. Once the Promotional campaign is approved by the Blogger and the Customer, certain funds will be either held or withdrawn from the Customer e-balance, the funds amount equal to the price of the said Promotional campaign, as well as the price of the Agent's services. The holding term may not exceed 15 (Fifteen) calendar days and be shorter than 24 (Twenty Four) hours. The funds held shall include the sum due to be paid to the Blogger as well as the Agent's services price and the payment system interest rate.

3.1.3. The Blogger shall display the Web-content as a post or a story on Instagram in the Internet.

3.1.4. Starting from the point the Parties sign this Agreement and register the Customer's Personal account on the Website, the Agent shall provide the services to the Customer automatically.

3.1.5. In the event a requested post has already been released or is going through such release process, the Customer may not request the Web-content display cancellation, due to which no respectively funds paid may be reimbursed.

3.1.6. The Customer herewith shall expressly state that no fund reimbursement shall be possible following the launch of a Promotional campaign (while the Bloggers are being selected).

3.1.7. Should there any disagreement arise between the Customer and the Blogger, the Agent shall follow the earlier approved terms and conditions of the Promotional campaign. And potentially ambiguous provisions regulating the Promotional campaign shall be interpreted for the Blogger's benefit.

3.1.8. The Agent shall not be held responsible for matching the Customer's expectations regarding the target audience, the number, and the relevance of the Blogger's followers attracted through the Website.

3.2. The Agent shall not be regarded as any party within the contractual agreement entered into by the Blogger and the Customer; nor shall the Customer bear responsibility or offer any warranty for the Blogger's and the Customer's due completion of any provision within the request for the Promotional campaign, except for assisting in transfer of the fee from the Customer to the Blogger, subject to the terms and conditions of this Agreement.

3.3. In the event the Customer has no comment or objection regarding the Blogger's completion of the terms and conditions of the Promotional campaign, the respective funds shall be transferred to the Blogger no later than 24 (Twenty Four) hours following the date of the campaign actual completion, and within 5 working days from the moment of accepting the Blogger's request seeking withdrawal of the funds.

3.4. When approving a Promotional campaign to be carried out by the Blogger, the following is to be taken into account, namely, in case the Customer constitutes a legal entity, while the Blogger is individual, then any taxes or revenues levied on the services provided by the Blogger – as may be subject to the legislation of the respective country where the promotional services are provided – shall be covered by the Customer. In the event both the Customer and the Blogger are individuals, then the blogger shall bear entire responsibility for paying any taxes or revenues levied on the services provided by the Blogger, subject to the legislation of the country for which the promotional services have been provided.

4. Completed services acceptance and approval

4.1. In order to accept the services provided, the Parties hereto shall agree on a specific reporting period – a calendar month of the year. Before each fifth day of the month following the reporting month, the Agent shall draw up an Act of Delivery and Acceptance of Rendered Services, which is to be based on the sample contained in Annex #1 to this Agreement, and submit it to the Customer via E-mail.

4.2. In the event the Customer has any objection concerning the said Act, such objections shall be sent submitted to the Agent via E-mail, before the tenth day of the month following перу reporting month. In the event the Agent fails to get the Customer's objection within the specified term, then the respective services shall be viewed as provided duly to the fullest extent. In case the Agent accepts the Customer's objection regarding the sums indicated in the Act of Delivery and Acceptance of Rendered Services, as fair and justified, then the Agent shall – no later than one working day following the objection was received – E-mail to the Customer a corrected version of the Act of Delivery and Acceptance of Rendered Services. In the event no other objections or comments were expressed within 24 hours, the corrected version of the Act of Delivery and Acceptance of Rendered Services shall be deemed accepted by the Customer, whereas the Agent's respectively rendered services shall be viewed as completed to the fullest extent and in due quality. In the event the Act of Delivery and Acceptance of Rendered Services is to be signed in hard copy, the party that needs such hard copy shall send two duly signed copies of the Act of Delivery and Acceptance of Rendered Services to the other party, after which one of the two copies shall be signed by the receiving party and sent back to the initial sender.

4.3. Starting from the moment the funds, subject to the Customer's request, are transferred from the Customer's e-balance to the Blogger, the Agent's services on the funds transfer shall be viewed as completed to the fullest extent subject to the terms of this Agreement.

4.4. A Promotional campaign, once approved by the Customer and the Blogger, and containing all the substantial terms and conditions, shall constitute a basis for the Services provided to be paid for.

4.5. Information presented as screenshots shall serve proof to the Blogger's completion of the Promotional campaign terms, as well as serve proof to the respective funds being transferred to them by the Agent.

4.6. The Customer shall assume that in case the respective funds are to be returned, the fee taken by the payment system as well as any rate taken for banking operations at the rate of 10% of the sum to be repaid, shall be compensated by the Customer.

5. Price of services and payment procedure

5.1. The price and the payment procedure within this Agreement shall be indicated by the Parties in the respective annexes on the Website.

5.2. Any payments made subject to this Agreement shall be performed in Russian Rubles. Due to the simplified taxation system used by the Agent, the price of the Agent's services shall not be subject to value added tax

5.3. The price of the Services provided shall include any costs that the Agent may have incurred as well as their respective remuneration.

5.4. For the purposes of this Agreement, the Parties have agreed on the following terms to be applied to payments due for the Agent's Services:

5.4.1. The price of the Agent's Services on the Website for placing a request seeking a Promotional campaign shall be calculated based on the entire price of the Promotional campaign, depending on the Financial terms chosen by the Customer when creating a Promotional campaign request through the Website.

5.4.2. For a certain extra fee, which shall be specified in the Service terms, the Customer can also request services on the creation and/or preparation of promotional materials to be further published by the Blogger and/or the preparation and holding a Promotional campaign by the Blogger. During that, the Agent shall not be held responsible for the Blogger's refusal to display such promotional materials, in case such refusal is not due to the quality of the said materials.

5.4.3. The Customer may pay for the Services through a relevant payment system and/or via a bank transfer.

5.4.4. The Customer undertakes to pay in advance for the expected Promotional campaigns by depositing the funds to the respective e-account until the Promotional campaign is fully approved. The minimum deposit amount for creating a request seeking a Promotional campaign shall be set at USD 100. Should the Agreement be terminated with the Customer's Personal account deleted, all the remaining unspent funds will be returned to the latter in full.

5.5. All the respectively assumed obligations regarding the payment for the Agent's services shall be deemed duly completed starting from the moment the funds are transferred to the Agent's bank account. The payment for the services shall be performed as a 100% advance payment through a transfer to the Agent's bank account, and shall be transferred by the Agent to the Customer's e-account within 1 (One) working day from the moment the funds arrive in the Agent's bank account, and shall be reflected in the Customer's Personal account. The Price of the services provided to the Customer shall be specified in the respective Statement of Services. The Agent shall keep a register of funds flow and banking operations performed by the Parties, and shall offer the Customer details concerning the Personal account on the Website.

5.6. In the event the Customer is an individual person, then, to complete duly the obligations assumed within the Agreement, apart from the payment method specified in Chapter 4 of the Agreement, payment shall be also allowed through credit/debit VISA, Visa Electron, EuroCard/MasterCard and other cards or methods specified on the Website. The right to opt for and the use a particular Service payment method shall reside in the Customer and imply no responsibility from the Agent. Any issues related to security, confidentiality, or to any other terms of payment preferred by the Customer shall remain beyond the Agreement and be subject to contracts (agreements) between the Customer and the respective payment systems.

5.7. For the purposes of this Agreement, the Customer shall commission the Agent trusting them to make settlements with Bloggers following with the accepted terms of the Promotional campaign through holding and/or debiting funds from the Customer's Electronic account for the benefit of third parties. The Customer shall be notified of successfully completed transactions through their Personal account and/or the Website.

6. Confidential information

6.1. Any information obtained by either of the Parties to this Agreement shall be deemed confidential unless it was to be obtained through open sources, and shall not be subject to disclosure unless a respective consent has been expressed by the other Party involved. The Parties herewith undertake to take any measures as may be required to protect confidential information.

6.2. The Parties hereto shall undertake not to disclose any confidential information with no prior written consent obtained from the other party, while such information remains confidential as well as within three years following the expiration of this Agreement.

6.3. In the event either of the Parties hereto is found to be in breach of the terms set for protecting, storing or transmission of confidential information, such Party shall be held responsible subject to the legislation of the country for which the respective Promotional services are being offered.

7. Responsibilities

7.1. In the event either of the Parties hereto is found to be in breach of the terms and conditions of this Agreement, such Party shall be held responsible subject to the legislation of the country for which the respective Promotional services are being offered, as well as subject to the provisions of this Agreement.

7.2. The Customer shall be individually responsible for protecting the copyright in relation to the promotional information transferred to them, as well as shall bear full responsibility for the content of promotional materials in terms of their meeting the regulation and requirements of the current applicable legislation of the country for which the respective promotional services are being offered, and, if necessary, shall provide the Agent with all respective permits.

7.3. In the event any promotional materials, as presented by the Customer and released subject to this Agreement constitute a basis for any claims, orders, suits or demands filed by government agencies or any third parties against the Agent, the Customer shall resolve immediately all such claims, orders, suits or demands on their own behalf and at their own expense, as well as reimburse the Agent for any losses and expenses respectively incurred.

7.4. The Agent shall not bear responsibility for any technical issues occurring to the Website due to certain emergencies or through actions of any competent authorities.

7.5. The Agent shall confirm completion of payments to third parties provided such parties duly and fully complete their services, as well as provided the Customer has paid for the Services in full and has followed all other provisions of this Agreement.

7.6. The Parties hereto agree that no interest on amounts payable shall be accrued in relation to payments subject to this Agreement.

8. Force majeure

8.1. The Parties hereto shall be exempt from any responsibility if found, in full or in part, to be in breach of their respective duties subject to this Agreement provided such breach was due to certain force majeure that arose after the conclusion of this Agreement, or in case such said non-performance was due to certain emergency events that the Parties could neither foresee nor prevent by any reasonable measures. Respective documents issued by competent authorities shall constitute a confirmation of such force majeure circumstances.

8.2. In the event any force majeure circumstances arise, the deadline for duly completing the obligations assumed respectively under this Agreement shall be postponed in proportion to the time through which such circumstances and their effects remain in effect. Should such circumstances remain for longer than 2 (Two) calendar months, this Agreement may be terminated.

9. Dispute resolution

9.1. The Parties hereto agree that they shall apply every effort to resolve through negotiations any dispute or argument arising from this Agreement.

9.2. In the event the Parties fail to arrive at an amicable resolution of a dispute arising from this Agreement, the matter shall be submitted to the respective court body at the Agent's location.

10. Agreement term and termination

10.1. In relation to the Customer, this Agreement shall come into effect starting from the moment of a respective Personal account on the Website was created, and shall remain valid until the Customer deletes the said Personal account through submitting a respective request to the technical support experts.

10.2. Any change to any essential terms of this Agreement or its Annexes or the Terms of Service may be introduced with no prior notice to the Customer. If the event the Agent introduces any changes to the Offer, such changes will come into effect starting from the moment they are displayed on the Website.

10.3. The Agreement may be terminated at any time: — Upon the Parties' mutual consent at any time; — By either of the Parties with a written notification sent to the other Party at least 7 (Seven) calendar days prior to the expected date of such termination; — On any other grounds envisaged by the provisions of this Agreement or by the respectively applicable current legislation.

10.4. In the event a Party changes any of their details, such Party shall be obliged to notify immediately the other Party of such change.

10.5. The Parties shall enjoy no right to transfer any of their rights and obligations assumed subject to this Agreement to any third parties with no respective written consent obtained.

10.6. The Parties hereto agree that the contents of this Agreement (in view of the Annexes, Terms of Service, User Agreement and Confidentiality Policy) contain all the terms and conditions as approved by the Parties and related to the Public Offer subject matter.

11. CPM – cost-per-mille promotion. Cost per follower for Instagram: story – 0.3; post – 0.5 per follower

11.1 CPA implies payment for a specific action taken by the respective Blogger's follower, e.g., purchasing items in an Internet shop or downloading an app.

11.2 CPF – cost-per-follower coming to follow the advertiser's account while following the Blogger who has made a respective promotional release.

12. Advertiser:

12.1 In the event the advertiser's funds remain on the account balance for a period exceeding 30 days, then the funds can be spent only inside the system to launch a Promotional campaign; in case such funds remain for a period shorter than 30 days, then the available balance may be withdrawn to the bank card or in any another way available.

12.2 In the event the advertiser launches a promotion relying on the CPA (pay-per-action) or CPF (pay-per-follower) model, then the funds deposited to the campaign budget shall be viewed as an advance payment with its funds to be debited as postbacks or subscribers arrive. All the terms and conditions for CPA or CPF model based Promotional campaigns shall be specified in campaign created by the advertiser. In the event any cheating or any deliberate failure to transfer the postback or any other fraudulent action on the part of the advertiser is detected, the advertiser's account may be blocked with no fund withdrawal option. When a CPF model based promotional campaign is launched, only followers will count who follow the Blogger in charge of the promotion, and go on following the advertiser's Blogger for longer than 5 days

12.3 If a Promotional campaign is launched, then a refund may be made independently 7 days later in case of CPM model based promotions, with all the funds deducted that have been actually spent through the period that the campaign has been going on, and following 30 days – for CPA and CPF model based campaigns, with all the funds deducted that have been actually spent through the period that the respective campaign has been going on.

12.4 The refund shall be done in the Personal account in the Settings chapter provided the payment was made through the Website; in the event the payment was made to a respective bank account, then the support team will have to be contacted.

13. Blogger

13.1 The respective funds can be withdrawn within 5-7 days following the verification procedure (hold). The system allows certain delay in payments, yet we do our best to complete payments within 24 hours. In case of any delay in payment, please contact the support service.

13.2 CPA (cost per action) model based campaigns will imply reward only for postbacks coming from the advertiser.

13.3 CPF (cost per follower) model based campaigns will imply reward only for followers who follow the Blogger in charge of the promotion, and go on following the advertiser's Blogger for longer than 5 days.

13.4 The Blogger's reward shall be calculated subject to the CPA model based on the data that the said Blogger receives in the application in the accepted Promotional campaign.

13.5 While accepting CPA and CPF model based campaign, the Blogger shall be rewarded exclusively for the actions specified within the respective Promotional campaign.

13.6 In the event of any cheating related to posts or paid actions, any use of so-called shady methods employed to attract more traffic, the platform shall be entitled to banning the Blogger with no reward payable.

13.7 Bloggers may not adopt any other person's identity using their name or content, otherwise the account may be blocked without no reward payable.

13.8 Bloggers shall do promotion subject to the technical specification, otherwise the promotional release is not to be counted.