Public offer agreement

Please read carefully the following provisions of this Agreement. This document is a legal agreement!

IT CORPS LLC, hereinafter referred to as the ADMINISTRATOR OF the MATRESHKATV PLATFORM, OGRN No.1222600005891, addresses this Agency Offer Agreement (hereinafter referred to as the Agreement) to any person (an indefinite circle of persons), hereinafter referred to as the "PARTNER" ("User" or "Author" within the framework of the General User Agreement "MATRESHKATV"), whose will will be expressed by him personally or through an authorized representative (art. 182, 185 of the Civil Code of the Russian Federation), who expressed willingness to use the site https://matreshka.tv / and the MATRYOSHKA DOLL system.TV", collectively referred to as the Parties, have concluded an Agency Agreement, according to paragraph 2 of Article 437 of the Civil Code of the Russian Federation, is a public offer, acceptance of the terms (acceptance) of which is the performance of actions provided for by the Agreement.

Offer — this document (Agreement), publicly available on the Internet at: https://matreshka.tv /. in accordance with the Agreement, the words offer and Contract are equivalent.

An agency agreement is a partnership agreement between the parties in the form of mutual assignments with elements of different groups and types of civil law contracts.

Acceptance — full and unconditional acceptance of the offer by performing the actions specified in the General User Agreement of MATRYOSHKA.TV

MATRYOSHKATV platform – Matryoshkatv Internet site (domain – https://matreshka.tv , including all levels of the specified domain, both functioning at the date of conclusion of this Agreement, and being launched and put into operation during the entire term of this Agreement), a media platform, the administrator and owner of which is the Company.

The company is a limited liability company "IT Building, OGRN: 1222600005891, TIN 2636220206, address: 355001, Russia, Stavropol, Lesnaya str., 157/2, office 17.

The reporting period is the period in which services were provided under this Agreement and for which the Contractor submitted an application for payment for services.

Content — any text materials, photographs, graphics, musical works and other materials, data and information, with the exception of videos, as well as links to them, uploaded, transmitted, published or otherwise distributed on the Community pages on the Site. The Parties agree that the Content should not be an advertisement, should not include advertisements and should not be aimed at advertising and/or promoting any goods or services.

Account — a section of the Site in the form of an account, public page or channel created by the User for the purpose of posting information, including for the purpose of informing other Users about any events, events, organizations, both commercial and non-commercial (for example, charitable), their creation and activities, and other materials of interest to Users (further – the objects of discussion), and/or / or possible discussion with other Users (including by creating fan clubs, exchanging opinions, reviews, and so on). To be able to monetize Content, the account must accept the monetization rules posted on the Site and comply with the requirements of Special Documents.

Channel is a section of the site created by the User after registering on the MATRYOSHKA Platform in order to manage the Content of his Account.

The head of the channel is the contractor under this Agreement, who is the creator, administrator or other head of the channel who manages the channel on the Site.

User — an individual, a user of the Matreshkatv platform, registered in accordance with the established procedure on the Matreshkatv website.

In order to provide the services provided for in the Agreement, you must agree to this Agreement. By completing the electronic registration process on the website https://matreshka.tv (or) logging in through the MATRYOSHKA Platform Website and (or) clicking on the "Register" or "Accept" buttons and (or) otherwise confirming your agreement with this Agreement, you certify that you agree to comply with the conditions set out below.

1. SUBJECT OF THE AGREEMENT

1.1. The subject of this agreement is the mutual cooperation of the Parties in order to attract users to the MATRESHKATV platform.

1.2. The Parties carry out joint activities in the field of information technology development within the framework of the partner program developed by the Administrator of the MATRYOSHKATV Platform.

1.3. The Parties may provide each other with dealer services, including advertising, market research of information services according to partner programs developed by the Administrator of the MATRYOSHKATV Platform.

1.4. The Parties may delegate to each other the right to represent their commercial interests in all the above-mentioned transactions with third-party legal entities and individuals on the terms of partner programs developed by the Administrator of the MATRYOSHKATV Platform.

1.5. The Parties may provide each other with all types of financial, technical and organizational assistance on mutually financial terms.

1.6. The Parties shall carry out a priority exchange of commercial, technical and other information, unless this contradicts the terms of the General User Agreement "MATRESHKATV".

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The Administrator of the MATRYOSHKA.TV platform provides the Partner with access to the Affiliate Program on the condition that the Partner complies with the requirements of the "Monetization" section of the specified program. The signing of the Agreement is an unconditional acceptance of the terms of this Agreement, and the Partner is considered as a person who has entered into a contractual relationship with the Administrator of the MATRYOSHKATV Platform. The registration of the partnership Agreement and the calculation of the cost of remuneration is carried out through the website https://matreshka.tv/

2.2. The Parties acknowledge that only adults who have reached the age of 18 or legal representatives of a minor on the basis of a valid notarized power of attorney can be a Partner participating in the Partner Program of the "Monetization" section. By agreeing to the terms and accepting the terms of this offer by Acceptance, the Partner assures and guarantees the Administrator of the MATRYOSHKA TV Platform that he has provided reliable personal data and details of payment documents for receiving remuneration. The Contract is concluded voluntarily, while the Partner has fully familiarized himself with the terms of the offer, fully understands the subject of the offer and the offer agreement, fully understands the meaning and consequences of his actions in relation to the conclusion and execution of the Contract.

2.3. The Parties undertake not to disclose confidential industrial and commercial information that became known in the course of joint activities.

2.4. The Parties assist each other in protecting patents, other exclusive rights and in protecting against unfair competition from third parties.

2.5. The Parties have the right to advertise each other's activities within the framework and on the terms of the partner program developed by the Administrator of the MATRYOSHKATV Platform.

3. PARTNER'S REMUNERATION

3.1. The Parties have agreed that the calculation of Impressions of information materials is carried out on the basis of internal statistics of the MATRYOSHKA system.TV", in connection with which the Parties recognize the data of the specified system as a reliable source of information for compiling a Report by the Platform Administrator and calculating Remuneration to the Partner. At the same time, the list of statistical data available to the Partner may be limited at the discretion of the Platform Administration, but in any case it must contain information about the amount of the Partner's remuneration.

3.2. The Parties understand and agree that the cost indicators and other statistical data in the Partner's Personal Account are provided solely for informational purposes and are not accurate and summary data on the volume of Services rendered and the amount of accrued remuneration to the Partner in the current Reporting period. The exact totals regarding the services rendered, their volume and the corresponding cost and statistical indicators for the corresponding Reporting period are reflected in the Personal Account only after the end of such a Reporting period and are recorded in the Invoice and the Act of Services Rendered.

3.3. The calculation of the Partner's Remuneration includes VAT/ NPD/ personal income tax (in the amount determined by the current tax legislation of the Russian Federation) if the Partner's services are subject to VAT/ NPD/ personal income tax.

3.4. The Parties agreed that the specified base rate of Remuneration is not subject to accrual in the absence of placement and Display of Advertising Materials in the Advertising Module in the Player on the Partner's Site (for any reason), and also that the specified base Rate is included in the final amount of Remuneration, i.e. the final amount of Remuneration of the Partner does not increase by the amount of the base Remuneration rates;

3.5. The cost of Remuneration of a Partner registered as self-employed is not subject to VAT due to the application of a special tax regime "Tax on professional income". At the same time, the Partner is obliged to notify the Administration of the platform about the change in the taxation system chosen by him and de-registration as a taxpayer for professional income on the day of submitting an application to the registration authority. The amount of the Partner's Remuneration is reflected in the relevant acts of delivery and acceptance of services issued after the execution of the order by the Party.

3.6. If at the time of Acceptance of the Offer / signing of this Agreement/ the Partner is entitled to VAT exemption due to the application of the Simplified Taxation System, in accordance with the provisions of Articles 346.12 and 346.13 of Chapter 26.2 of the Tax Code of the Russian Federation, the Partner's Remuneration does not include VAT at the rate established by current Russian legislation;

3.7. If at the time of Acceptance of the Offer / signing of this Agreement / the Partner is an individual without any special tax status (for example, not being self-employed, or an individual entrepreneur, etc.), then in accordance with the norms of the Tax Code of the Russian Federation, the Company calculates and pays personal income tax to the budget of the Russian Federation (Personal income tax) and insurance premiums in accordance with the procedure and conditions provided for by the tax legislation of the Russian Federation. In this case, personal income tax and insurance premiums will be deducted by the Company from the cost of Services specified in the web interface of the Partner's Personal Account and the Act directly upon payment of remuneration to the Partner.

3.8. All banking fees charged by banks serving the Company, the Partner, intermediary banks and any other transaction costs are paid at the expense of the Partner, and are deductible from the Partner's Remuneration (if applicable) automatically by the MATRYOSHKA System.TV" before the actual payment of Remuneration to the Partner. If the Partner chooses (subject to obtaining the Company's prior explicit written consent to such a choice) to pay for services, a payment system that sets an additional commission to the payment amount, the Company has the right to transfer the payment of such a commission to the Partner, indicating the total cost of the invoice at the stage of its payment.

3.9. After the end of the Reporting Period, the Platform Administrator forms unilateral Acts on services rendered for the total cost of services rendered in accordance with the volume of services actually rendered in the Reporting Period and indicating the amount of the Partner's remuneration, and places it in the web interface of the Partner's Personal Account. The Parties understand and acknowledge that the Partner agrees that a copy of the text of the Act posted in the web interface of the Partner's Personal Account is signed with an SMS notification and this procedure for invoicing and signing the Act of Services Rendered will be applied by the Parties in the process of accepting Services constantly.

3.10. In case of a change in the current legal and/or tax status of the Partner, he undertakes to immediately, within 3 (three) business days, notify the Administration of the Platform in writing, and the amount of Remuneration accrued to the Partner for the corresponding Reporting period is subject to taxation in accordance with the procedure established by Russian tax legislation, taking into account the changed status of the Partner. At the same time, the Platform Administrator suspends any accruals and payments to the Partner, (including payment of remuneration) provided for in the Offer, until the Partner documents his current changed legal and tax status and receives the Company's consent (via the web interface of the Partner's Personal Account) to continue cooperation with the Partner in the updated status.

3.11. As a general rule, the Parties may exchange Accounting Documents (Acts on services rendered, invoices and invoices, or UPD) and other documents related to the execution of this Agreement using the electronic document management system on the basis of Federal Law No. 63-FZ "On Electronic Signature". The Administrator of the platform sends Accounting documents in the above-mentioned way only on condition that the Partner is a subscriber of the electronic document management operator. After signing the Accounting Documents for the expired period (calendar month), the Platform Administrator pays the Partner the amount specified in the Accounting Documents within 60 calendar days, withholding all necessary taxes and contributions (based on the Partner's tax status). The amount of the monthly remuneration is calculated based on the tariffs posted on the Administrator's website at https://matreshka.tv/account/studio/channel/ID Your channel/monetization/transactions. If the signed Accounting Documents are not received within 5 days after the reporting period (calendar month), the Administrator will not be able to pay remuneration – this function will be blocked. The Administrator has the right to change the Price List and other terms of this public offer without prior agreement with the Partner, while ensuring that the amended terms are published on Internet resources.

3.12. The Platform Administrator and the Partner acknowledge that in the electronic document, the name of the party "Seller" is equivalent to the name "Partner" or "Contractor", and the name "Buyer" is equivalent to the name "Company" or "Customer", or "IT CORPS LLC".

4. TERM OF THE AGREEMENT

4.1. This Agreement is considered concluded and comes into force from the moment of its acceptance by the Contractor and is valid until the Parties fulfill their obligations.

4.2. The Agreement may be terminated by agreement of the parties at any time or on other grounds provided for in this offer and/or the current legislation of the Russian Federation. Termination of the Agreement is possible after the Parties have fully fulfilled their obligations.

5. PROCEDURE FOR AMENDMENT AND TERMINATION OF THE AGREEMENT

5.1. Changes, additions and termination of this agreement are allowed by mutual agreement of the Parties, and in cases established by law or this agreement, this agreement may be terminated or terminated in another manner.

5.2. Making changes to the offer entails making these changes to the concluded and current Agreement, and these changes in the Agreement come into force simultaneously with such a change in the offer.

6. RESPONSIBILITY

6.1. In everything that is not regulated by this Agreement, the Parties are responsible in accordance with applicable law.

6.2. Unless otherwise specified in the Agreement, the application of any measure of liability provided for in this Agreement, as well as the current legislation of the Russian Federation applicable to the relations regulated by this Agreement, must be accompanied by a complaint (notification). Sending the specified claim (notification) is a prerequisite that establishes the procedure for applying liability measures.

6.3. The claim procedure for dispute resolution is mandatory. The deadline for responding to a claim is set at 21 (twenty-one) business days from the date of its receipt.

6.4. If it is impossible to settle disputes and disagreements through negotiations, their resolution and consideration shall be carried out in the Arbitration Court of Stavropol (in accordance with the current legislation of the Russian Federation).

7. EXEMPTION FROM LIABILITY. FORCE MAJEURE CIRCUMSTANCES (FORCE MAJEURE)

7.1. The Party is released from liability if the non-fulfillment or improper fulfillment of obligations was due to force majeure (force majeure), that is, unforeseen, extraordinary and unavoidable circumstances under these conditions, which the Parties could neither foresee nor prevent by reasonable measures. Such circumstances, in particular, are: natural disasters, fires, earthquakes, floods, wars, military operations of any nature, strikes, blockades, political unrest, riots, and their consequences, acts and decisions of public authorities that change the legal status of the parties to the agreement, limiting and/or prohibiting the fulfillment of obligations under this agreement the Agreement, or otherwise affecting the possibility of fulfilling the terms of this agreement and other circumstances beyond the reasonable control of the Party, as well as failures, arising in telecommunications and energy networks, the action of malicious programs, as well as unfair actions of third parties, expressed in actions aimed at unauthorized access and/or disabling the software and/or hardware complex of each of the Parties.

7.2. The Party referring to force majeure circumstances is obliged to immediately, within 21 (twenty-one) business days, inform the other Party under this Agreement about the occurrence and termination of such circumstances by sending a letter to the email address specified during registration.

7.3. In the event of force majeure circumstances, the deadline for the fulfillment of the circumstances under this Agreement is postponed in proportion to the time during which such circumstances and their consequences apply. If force majeure circumstances persist for more than three (3) consecutive months, either Party will have the right to terminate the Agreement unilaterally.

8. OTHER CONDITIONS

8.1. This Agreement, including the parts mentioned in it, appendices and additions to this Agreement, including Special documents posted on the MatryoshKA Website and on the Customer's website, contains the full scope of agreements between the Parties.

8.2. This Agreement consists of articles and paragraphs, the headings and numbering of which are made for convenience in making references to certain conditions and do not affect the interpretation of this Agreement.

8.3. Any notifications/messages/documents provided for in this Agreement may be sent by the notifying Party to the other Party by e-mail. At the same time, the Parties recognize copies of documents received by means of the e-mail specified in the Agreement as legally binding.

To send notifications to the Customer: e-mail: support@matreshka.tv

8.4. The Customer has the right, at its discretion, without the consent of the Contractor, to involve third parties in the performance of its obligations under this Agreement, as well as without the consent of the Contractor to cede or otherwise transfer all or part of its rights and obligations under this Agreement to any third parties.

8.5. If any of the terms and (or) provisions of this Agreement turns out to be invalid, this will not affect the validity of its other terms and conditions and this Agreement and its performance as a whole, as if such a condition had never been part of this Agreement.

8.6. This Agreement is fully understood by the Parties with respect to its subject matter and supersedes all previous written and/or oral agreements of the Parties with respect to the subject matter and terms of this Agreement.