Offer by "APM Agentuur" PLC

the Republic of Estonia, Tallinn

This document is a proposal by "APM Agentuur" PLC to conclude a Contract for providing Services on the following terms.

1. SUBJECT OF THE CONTRACT

1.1. The subject of the Contract is rendering paid Services by "APM Agentuur" PLC, that is demonstration of the Advertiser's ad materials in ad spaces.

2.TERMS AND DEFINITIONS

2.1. For the purposes of this document, the following terms are used in the following meaning:

Offer – "the rules on rendering services" document by "APM Agentuur" PLC, posted on www.adpays.me.

Adpays.me or the Site – an informational resource of "APM Agentuur" PLC, hosted on www.adpays.me domain.

Сustomer- is a registered user of the Site.

Advertising space – is a space within web pages for posting of ads.

Ad/Advertisement – is an advertising banner containing advertising information and (or) a link provided for viewing by the Advertiser within an Advertising campaign in accordance with the terms and meeting the requirements of the Offer as specified in clause 3.5., 3.6. of the Offer.

Link is a link attached to an advertisement and redirecting Customers to an information resource (website) on the Internet, which address (URL) is specified by the Advertiser for a particular Ad (the "website Link").

Advertising campaign/Ad campaign is a set of ads for demonstration provided by the Advertiser, the services rendered by "APM Agentuur" with respect to these ads after conclusion of the Contract in accordance with certain terms as specified by the Advertiser. Each Advertising campaign has its unique number assigned by "APM Agentuur" PLC to the Advertiser, and may contain one or more ads.

Demonstration is posting/displaying advertisements in the ad spaces.

Click is the action of the Customer to view information, contained in an advertisement, or follow a Link.

Acceptance of the Offer is full and unconditional acceptance of the Offer by taking actions as specified in clause 7. of the offer. At the moment of acceptance of the Offer, the Contract is deemed to be concluded.

The Contract is a paid services contract between the Advertiser and "APM Agentuur" PLC for rendering Services, the contract is concluded by Acceptance of the Offer.

Advertiser is a person who has accepted the Offer. The advertiser is the service customer according to the Contract and shall be responsible for all the actions performed by him/her and also his/her representative via the client web interface.

Client web interface is a software interface between the Advertiser and "APM Agentuur" PLC, which contains information about the Advertiser, statistical data and other information regarding the Services rendered by "APM Agentuur" PLC, and also provides remote interaction between the Parties according to the Contract (including but not limited to compiling and editing of the advertisements, managing an Advertising Campaign, selecting the user audience), available to the Advertiser authorized and logged in to www.adpays.me.

2.2. In the Offer there can be terms not defined in clause 2.1. of the offer. In this case such term will be interpreted in accordance with the Offer. If there is no clear interpretation of a term in the text of the Offer the interpretation should be defined consulting the legislation of the Republic of Estonia primarily ,"APM Agentuur" PLC's site next and the Internet current practice afterwards.

3. TERMS AND CONDITIONS OF SERVICE

3.1. A mandatory condition for rendering services by "APM Agentuur" PLC is admission of and compliance with the requirements and provisions according to the Contract as determined in the following documents:

The document "Requirements for advertising materials posted on the Internet at: http://www.adpays.me/about/userguide.php (hereinafter "Requirements defined in User's Manual").

The document "Rules for demonstration", posted on the Internet at: http://www.adpays.me/about/userguide.php (hereinafter the "Rules defined in User's Manual").

The document "User agreement", posted on the Internet at: http://adpays.me/about/agreement.php.

3.2. Services are rendered in respect of Advertising campaign(s) only if the Advertiser has accepted the Offer.

3.3. The advertiser (his/her representative) independently carries out preparation and editing of an advertising campaign, including compiling/changing of advertisements in accordance with the form established in the clause "advertise" on the site according to all the requirements of the offer, unless otherwise agreed by the parties. The advertiser bears sole responsibility for the form and content of the advertisment he/she created while using the service and its compliance with the requirements of the current legislation of the Republic of Estonia.

3.3.1. The access to the application form for creating an advertising campaign is available only for authorized and logged in advertisers via the client interface (including appropriate applications programs as well as programs for mobile devices).

3.3.2. The advertiser stores his/her advertising campaign using the appropriate function in the mode of creation and order of ad campaigns. The advertising campaign stored by the Advertiser is kept during the period of at least twelve months from the date of its publication termination in the section "My campaign" on the site, including but not limited to the following information: title, content, terms and conditions of its demonstration, links (the site address and/or advertising information).

3.4. "APM Agentuur" PLC reserves the right to verify the compliance of the advertisments to the Contract (Offer) requirements before rendering services, and any time after the launcing of an Advertising campaign. If an advertisement is deemed to be contradicting the Contract requirements, "APM Agentuur" PLC has the right to refuse or terminate its posting. Acceptance and/or agreement to post any advertising campaign and/or any changes to it does not confim the rights of the advertiser or granting such rights by "APM Agentuur" PLC to use intellectual property of third parties under any circumstances. The advertiser bears sole responsibility for such use and any consequences of such use, as well as for the advertising campaign's content and its compliance with the legislation requirements of the Republic of Estonia in accordance with clause 12. of the offer.

3.5. Ad's parameters such as format, size and others must comply with the criteria specified in the requirements. In an ad there can be a link, in this case:

3.5.1. it can be a website link or a link to an advertising page;

3.5.2. ads containing links inside should be indicated with a special reference in their design. The form and parametres of such references can be determined and changed at the discretion of "APM Agentuur" PLC;

3.6. An advertisement must meet the requirements of clause 3.1 of the offer.

3.7. A method of displaying advertisements (statically or dynamically), and the position of the ads in the display area are determined in accordance with the provisions of the rules defined in User's Manual.

3.8. "APM Agentuur" PLC reserves the right to:

3.8.1. suspend rendering services and/or terminate the contract with the advertiser unilaterally in case, if the cost of services rendered by "APM Agentuur" PLC is equal to the amount transfered to "APM Agentuur" PLC's account by the advertiser as prepayment;

3.8.2. delete an ad campaign in twelve months term from the termination date of the advertising campaign posted according to the contract. During this period the advertising campaign can be accessed by the advertiser authorised via login and password.

3.9 The advertiser is solely responsible for maintaining the confidentiality of registration data (login and password). All the actions affecting the advertising campaigns made by someone authorised and logged in using the advertiser's login and password shall be considered made by the advertiser. The advertiser is solely responsible to third parties for all actions made using the login and password of the advertiser. "APM Agentuur" PLC is not responsible for unauthorized use of the Advertiser's registration data by third parties.

3.10. The advertiser acknowledges the fact that on the terms of the contract namely in order to count the number of viewings, clicks, cost of services an automated accounting system of data is used only.

3.11. "APM Agentuur" PLC makes no warranties regarding the statistics usage of ads' demonstraion and its results.

4.RIGHTS AND OBLIGATIONS of "APM Agentuur" PLC

"APM Agentuur" PLC is obliged to:

4.1. render services to the advertiser in accordance with the contract concluded on the terms of the offer.

4.1.1. assign an International Advertising Identifier to an advertiser (a legal entity).

4.2. provide an advertiser (his/her representative) with the access to the statistics of "APM Agentuur" PLC via the client interface using the advertiser's login and password on the terms of the contract, however "APM Agentuur" PLC does not bear responsibity in case the access to statistical data is impossible for reasons beyond "APM Agentuur" PLC's control.

4.3. ensure the confidentiality of the advertiser (his/her representative) and his/her advertising campaigns in accordance with the terms of the privacy policy, alongside with providing the access to the campaign only with authentication using login and password. The confidentiality of advertisements in advertising campaigns is ensured to the moment of their demonstration.

4.3.1. The parties agree that the confidentiality condition of registration data (including personal data) specified by the advertiser during registeration on adpays.me as well as applications programs (including programs for mobile devices) and/or during conclusion of the contract, shall not be applicable to cases of invoices for services and delivery-acceptance acts. In these documents the data (including personal data) and details specified by an Advertiser should be provided.

"APM Agentuur" PLC has the right to:

4.4. Temporarily suspend rendering services to an advertiser due to technical, technological or other reasons for the period of their elimination.

4.5. Suspend rendering services and/or terminate the contract unilaterally by notifying the advertiser in cases of violation of the advertiser's obligations and/or guarantees in accordance with the contract.

5. RIGHTS AND OBLIGATIONS OF THE ADVERTISER

The advertiser is obliged to:

5.1. compile an advertising campaign, including converting advertisements in the form ready for distribution, in accordance with the application form provided (clauses 3.3., 3.5., 3.6. of the Offer).

5.2. ensure that compiling, creating, editing of an advertising campaign comply with all the requirements for advertising materials and hosting conditions of "APM Agentuur" PLC under the offer and all applicable requirements of current legislation of the Republic of Estonia.

5.3. not to abuse opportunities provided to advertisers for posting advertisements within advertising campaigns under the contract. Not to use system functionality or assistance of third parties the way which can be qualified as infringement of rights for intellectual property objects owned by third parties, unfair competition or another violation of the law. Not to carry out actions that affect the normal operation or misuse the system of "APM Agentuur" PLC.

5.4. provide "APM Agentuur" PLC with duly certified copies of relevant licenses, certificates before launching the Advertising campaign or within one working day from the moment of "APM Agentuur" PLC's request, if the services or activities advertised are subject to licensing and/or mandatory certification. In case these documents are not provided, "APM Agentuur" PLC has the right to refuse and/or suspend/terminate posting of the corresponding advertisements and/or advertising campaigns.

5.5. to pay for services under the contract within the terms and procedure as defined in the offer (contract).

The advertiser has right to:

5.6. access statistics in the order specified.

5.7. edit an advertising campaign (including conditions of its publiction) at any time in compliance with all contractual requirements.

5.8. suspend or terminate an advertising campaign at any time.

6. COST OF SERVICES AND PAYMENT CONDITIONS

6.1. The cost of services rendered by "APM Agentuur" PLC under the contract shall be determined according to the price list defined in User's Manual.

6.2. The cost of services rendered as specified in the invoice does not include VAT.

6.3. Payment is to be made by the advertiser in EUR (euro) via a cashless transaction.

6.3.1. In case of refund to advertisers, the sum to be refunded in EUR (euro)is calculated considering all these conditions and transferrd via a cashless transaction.

6.4. Services are provided to advertisers on a prepayment basis. The advertiser shall make an advance payment in the amount of 100% (one hundred percent) of the total cost of services ordered on the basis of "APM Agentuur" PLC's invoice. By paying the invoice advertiser accepts the offer and agrees to conclude the contract on a prepayment basis (clause 7.1.1. of the offer).

6.5. No delay in payment for servises is provided.

6.6. Under the contract payment shall be made on a cashless basis, in particular by bank transfer or any other way permitted by law among those which are accepted by "APM Agentuur" PLC (listed in the clause "payment Methods" on "APM Agentuur" PLC's Website ). The choice and method of payment for services is made at advertiser's sole discretion, presupposing "APM Agentuur" PLC will accept no liability. Security, privacy and other terms of payment regarding its form and manner are beyond the scope of the offer and the contract and are governed by agreements (contracts) between the advertiser and relevant organizations.

6.7. Services are deemed to be paid on receiving verification of the fact of payment in favor of "APM Agentuur" PLC via the Electronic Payment System.

6.8. The Parties hereby agree that in case the amount prepaid for services exceeds the cost of services actually rendered under the contract by the time of the termination or expiration of the contract the difference between these amounts is recognised as advertiser's prepayment for other contracts (including future ones), except cases when: 1) otherwise is specified by the terms of the offer; 2)otherwise is additionally agreed upon by the parties upon termination or expiration of the contract. This condition shall remain in full force and effect after termination or expiration of this contract.

6.8.1. Every month (on the last day of the reporting period) and/or upon completion of services under the contract, "APM Agentuur" PLC creates a unilateral act on services rendered specifying the services actually rendered in the reporting period.

6.8.2. services shall be considered rendered properly and accepted by the advertiser as specified in the act of services rendered, if "APM Agentuur" PLC has not received from the Advertiser written motivated objections within fifteen days after the reporting period.

6.8.3. Сustomer's claims for defects of services, including their quantity (volume), cost and quality are not accepted upon the expiration of the period as specified above.

7. ACCEPTANCE OF THE OFFER AND CONCLUSION OF THE CONTRACT

7.1. The advertiser accepts the Offer:

7.1.1.by making a prepayment to "APM Agentuur" PLC accordindg to the invoice for services, specified in the contract. The contract is deemed to be concluded from the moment “APM Agentuur” PLC receives the prepayment.

7.2. Several contracts can be concluded sequentially to regulate one advertising campaigns as well as one contract can regulate several advertising campaigns.

8. OFFER VALIDITY AND CHANGES IN CONDITIONS

8.1. The Offer is effective from the date of posting on the Internet on adpays.me and is valid until its withdrawal by "APM Agentuur" PLC.

8.2. "APM Agentuur" PLC reserves the right to change the terms of the offer and/or withdraw the offer at any time at its discretion. In case of any changes introduced to the offer by "APM Agentuur" PLC, such changes shall come into force on the date of their posting on the Internet at the address as specified in clause 9.1., unless a different date is determined additionally.

9. CONTRACT VALIDITY AND CHANGES IN CONDITIONS

9.1 The contract enters into force from the moment of acceptance of the offer by the advertiser and acts: a) up to the moment of execution by the parties their obligations under the contract, namely advertiser's paying for services and "APM Agentuur" PLC's rendering services in the corresponding amount, or b) to the moment of the the contract termination.

9.2 “APM Agentuur” PLC reserves the right to change the terms of the Contract unilaterally. In case the Advertiser does not provide any objections concerning the new edition of the Contract within 5 days from the moment the new edition has been sent to the Advertiser, the Contract is deemed to be in force from the moment it has been sent to the Advertiser.

10. TERMINATION OF CONTRACT

10.1. The contract can be terminated:

10.1.1. By mutual agreement of the parties at any time.

10.1.2. By either party if the other party breaches the terms of the contract, with notice in writing to the other party.

10.1.3. On other grounds specified by this offer.

11. WARRANTY

11.1. During the terms of the Contract "APM Agentuur" PLC undertakes to restore and eliminate any faults and failures, if any, promtly. "APM Agentuur" PLC does not guarantee absence of errors or failures while posting advertisements, including those regarding to the software.

11.2. Except as expressly set forth in the offer, "APM Agentuur" PLC disclaims all other warranties and conditions in respect of other rights and correspondence of services to suit any specific purposes of the advertiser.

11.3. By agreeing to the terms of this offer by accepting the offer, the advertiser (or the representative of the advertiser, including the physical person duly authorized to sign a contract on behalf of the advertiser) assures and guarantees"APM Agentuur" PLC that:

11.3.1. the advertiser (representative of the advertiser) specified only reliable data, including personal data of the advertiser (representative of the advertiser), during the registration as a Customer on www.adpays.me and execution of payment documents to pay for services.

11.3.2. the advertiser concludes the contract voluntarily and the advertiser (representative of the advertiser) : a) has thoroughly examined the conditions of the offer; b) fully understands the subject of the offer and the contract; c) fully understands the meaning and consequences of their actions regarding conclusion and execution of the contract.

11.3.3. The advertiser (representative of the advertiser) has the authority all the rights necessary for conclusion and execution of the contract.

11.3.4. Posting of an advertising campaign, reproduction, and display of advertisements as part of an advertising campaign, the content and form of advertising materials (including but not limited to the content of ads, web pages and sites that have links, contact information, objects of intellectual property used in advertising ), the use of keywords/phrases, reference materials do not infridge and do not entail a violation of the current legislation of the Republic of Estonia and/or the rights of third parties.

12. LIABILITY AND LIMITATION OF LIABILITY

12.1. For breach of contract, the parties bear the responsibility stipulated by the contract and/or the applicable laws of the Republic of Estonia.

12.2. In no event shall "APM Agentuur" PLC be liable under the contract for: a) any actions or omission, which is direct or indirect result of the acts or omissions of the advertiser and/or third parties; b) any consequential loss or loss of profit of the advertiser and/or third parties, regardless whether "APM Agentuur" PLC could or could not foresee the possibility of such loss; b) the advertiser's use (loss of use) and any consequences of use (loss of use) of a chosen form of payment for services under the contract, as well as the use or loss of use of any means and/or ways of transfering/receiving of information by the advertiser and/or third parties.

12.3."APM Agentuur" PLC's total liability under the contract, including penalties, fines, and/or recovery of the damages for any claim or complaint regarding the contract or its execution, is limited to 1% of the total cost of services under the contract.

12.4. The parties shall be deemed as not liable for partial or full default of obligations under the present contract, if it has been the result of force majeure which occurred after signing of the present contract , or if the failure to perform obligations under the contract by the parties was a result of extraordinary events, which the parties could neither foresee nor prevent by reasonable measures. Force majeure events include but not limited to the events over which parties have no control and for which it is not responsible, including: war, rebellion, strikes, earthquake, flood, other natural disasters, fire, power supply interruptions, which occurred not due to the parties' fault, actions and decisions of public authorities, adopted after the conclusion of the contract and rendering it impossible to carry out obligations under the contract, and other unforeseen circumstances, events and phenomena beyond the control of the parties.

12.5. The advertiser is fully responsible for: (a) compliance with all the requirements of the legislation,including but not limited to the legislation on advertising, intellectual property, competition, form and content of the advertising materials linked to ads, choice of keywords, use of the site (the site's domain name) which is linked to, other actions carried out by him/her as the Advertiser and/or advertising producer; b) the authenticity of data specified during registration the Advertiser as a customer on www.adpays.me and credibility of his/her guarantees and assurances as defined in clause 12 of the Offer.

12.6. Taking into account the conditions of clause 13.5. of the offer, advertiser agrees to resolve disputes and settle claims of the third parties regarding advertising (advertising campaigns, advertisements)and its posting under the contract, by his/her(фdvertiser's) own efforts and at his/her(advertiser's) own expense, or reimburse damages (including court expences) incurred by "APM Agentuur" PLC as a result of claims and complaints, regarding posting of advertisment under the contract. If the content, form and/or posting of the advertisment by the advertiser under the contract has formed the basis for applying prescriptions of penalty payments against "APM Agentuur" PLC from government authorities, the advertiser, on demand by "APM Agentuur" PLC, shall immediately provide all information requested regarding the posting and content of advertising, assist "APM Agentuur" PLC in the settlement of the prescriptions applied, as well as reimburse all losses (including penalties expenses) incurred by "APM Agentuur" PLC as a result of prescriptions, relating to posting of advertisment by the advertiser.

12.7. In case the advertiser violates the Contract conditions, "APM Agentuur" PLC is entitled to suspend rendering services until elimination of the violation by the advertiser and compensation of the damages incurred by "APM Agentuur" PLC in full, and/or terminate the contract by due notification to the advertiser by e-mail, he/she used to create an advertising campaign. In case the contract is terminated for the reason spesified above "APM Agentuur" PLC is entitled to recover the amount of penalties and damages under the contract incurred by "APM Agentuur" PLC through deduction from the advertiser.

13. OTHER CONDITIONS

13.1. The contract, its signing and execution is regulated by the legislation of the Republic of Estonia. All issues which are not regulated or not completely regulated by the offer, are governed by and construed in accordance with the substantive laws of the Republic of Estonia. If disputes between the advertiser and "APM Agentuur" PLC regarding the contract cannot be settled by negotiations between the parties, they shall be settled in the manner prescribed by the law in the Arbitration court of the city of Tallinn.

13.2. Any notices under the contract may be sent by one party to the other party: 1) by e-mail a) to the e-mail address of the Advertiser, specified when creating an advertising campaign, from "APM Agentuur" PLC e-mail, specified in clause 15 of the offer if the recipient is the Advertiser (representative of the advertiser), and b) to "APM Agentuur" PLC e-mail, specified in clause 15 of the offer, from email address of the advertiser (representative of the advertiser), specified when creating an advertising campaign; 2) by fax; 3) via registered mail with the return receipt or courier service with confirmation of delivery.

13.3. If one or more clauses of the offer are for any reason invalid, unenforceable, such invalidity shall not affect the validity of any other clauses of the offer (contract) that remain in effect.

13.4. Consistently with the terms of the offer, advertiser and "APM Agentuur" PLC may any time formalize the contract for rendering services in the form of a written bilateral document.

13.5. "APM Agentuur" PLC is able to provide Advertisers with translation of this offer from English to other languages, but in case of inconsistency between the terms of the offer in English and its translations, English version of the offer solely has a legal force.

14.DETAILS:

Business name and legal form: "APM Agentuur OU", Private limited company

Commercial registry code: 12644369

Address: Pae 21, Tallinn, 11415, Estonia

Bank: SEB Bank, Tornimae 2, 15010 Tallinn, Estonia,

BIC - EEUHEE2X, EE571010220231896222

Tel.: +37282370961

E-mail: info@adpays.me