Trial Distribution Agreement

1. TERMS AND DEFINITIONS

1.1. The capitalized terms in this Agreement shall have the meaning assigned to them in this section 1.1 or in the body of the Agreement unless the context requires otherwise.

“Affiliate” of an entity means any legal entity or individual that has direct or indirect control over the Party; over which the Party has direct or indirect control; or that is under common direct or indirect control with the Party.

“Control” means the ability to directly or indirectly determine decisions made by an entity, including through holding a share in its authorized (share) capital, by agreement or otherwise, including direct or indirect ownership of more than 50 % of the voting shares in the authorized (share) capital, the ability to directly or indirectly control the majority of votes at a general meeting of members or other superior management body of such entity and/or to appoint the majority of members of the Board of Directors or Supervisory Board of such a person, or otherwise effect the management of policy of the controlled entity.

“Devices” means consumer electronic devices manufactured and/or imported and/or supplied and/or retailed by the Distributor.

“Distributor” means a person or an entity who has accepted this Trial Agreement in accordance with Section 12.2 and who is not a currency resident of the Russian Federation. Depending on the Distribution Pack, the Distributor may be a legal entity, an individual entrepreneur and / or a natural person - information about the possibility of entering into the Trial Agreement for a specific type / legal status of persons / entity is displayed in the Distribution Interface.

“Distribution Interface” means a section of the website accessible to the Distributor with the use of login and password of the Distributor, which contains information about the Distributor, Statistics, Distribution Pack, Yango Products description and other information, as well as providing a functional option of remote interaction of the Parties under this Trial Agreement.

“Distribution Pack” means the list of Yango Products that are to be distributed under one Trial Agreement. The initial list of Yango Products is provided in Section 2.2 of the Trial Agreement. Yango may change the content of Distribution Pack unilaterally with notification of the Distributor not later than 14 (fourteen) days before such changes enter into force by e-mail. The current content of Distribution Pack and its changes are indicated in Distribution Interface.

“Distributor Products” means Devices, services, content, web-sites, and software of the Distributor or its Distributors that are used for the provision of or in connection with the distribution of Yango Products. The current list of Distributor Products and its changes are indicated in Distribution Interface.

”Effective Date” means the date when the Distributor accepted the terms and conditions of this Trial Agreement in accordance with Section 12.2.

“End User” means an individual Internet user using the Distributor Products.

“Guidelines” means documents which are an integral part of this Trial Agreement. In case of any amendments to Guidelines, such amendments shall become an integral part of the Trial Agreement as of the effective date of the amendments as indicated in the Guidelines. The list of Guidelines for each Distribution Pack is indicated in the Section 2.2.

“Materials” shall mean information received from the corresponding Yango Service and intended for display to End Users, including but not limited to advertising and information materials. The contents of the Materials may be changed by Yango unilaterally and without prior notice to the Distributor.

“Parties” means Yango and the Distributor, individually referred to as a Party.

“Partner” means an entity that orders from the Customer distribution services of attracting new users of the products, services and software offered by such entity.

“Promo code” means a certain sequence of characters providing the User with a discount on the Yango Service (subject to activation of the Promo Code and compliance with other conditions for using the Promo Code).

“Statistics” means the data of Yango automated accounting systems, which may contain, among other information and functions, data related to the distribution of Yango Products under this Trial Agreement, in electronic format.

“Territory” means the territory of the settlements of the countries where Yango Service can be used and among the End Users of which the Distributor distributes Yango Products An End User is considered to be within a particular settlement if, according to the information of Yango, the IP address of the End User, who is using Distributor Products, is within the range of the IP-addressed, allocated and distributed within that settlement. The list of countries can be changed by Yango unilaterally with the notification to the Distributor by email not later than 14 (fourteen) days before such changes enter into force.

“Trial Agreement” means this agreement available at https://yango.com/legal/distribution_test_agreement.

“Yango” means an entity provided in Section 2.2 of the Trial Agreement.

“Yango Products” means software (including for mobile devices), links, browser settings or other products (including search form) owned or duly licensed by Yango, which the Distributor distributes

“Yango Service(s)” means service(s) of Yango, its Affiliates or Partners.

“Widget” shall mean the software code, enabling the Distributor to implement the widget, which is a unit for displaying Materials in a certain design, into the Distributor Products.

1.2. The headings of this Agreement are for convenience of reference only and shall not affect interpretation of this Agreement.

1.3. Words in the singular shall include the plural and vice versa.

1.4. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.5. A reference to writing or written includes e-mail.

1.6. References to a document in agreed form are to that document in the form agreed by the parties and initialed by or on behalf of them for identification.

1.7. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. SUBJECT OF THE AGREEMENT

2.1. In order to assess the possibilities for future cooperation between the Parties under a services agreement, Yango authorizes the Distributor for a limited period of time to distribute Yango Products by including them in the Distributor Products.

2.2. The Distributor distributes corresponding Distribution Pack in accordance with the terms of the Trial Agreement, including the following Guidelines depending on the Distribution Pack:

Distribution Pack	Yango	Guidelines	Yango Products
Market	Direct Cursus Technology L.L.C.	Integration Guidelines Distribution Policy User license agreement for Yandex.Market partner network API service	Links
“Browser and Extensions”	Direct Cursus Technology L.L.C.	Distribution Policy Integration Guidelines	Browser Search Form
“Travel”	Direct Cursus Technology L.L.C.	Distribution Policy	Travel Affiliate link Travel Widget

2.3. Yango will not pay the Distributor any remuneration under this Trial Agreement.

2.4. The Distributor shall have the right to subcontract and otherwise engage third parties to distribute Yango Products and/or to perform any other obligations of the Distributor under this Trial Agreement.

3. LICENSES

3.1. Solely for the purposes of the performance of this Trial Agreement, Yango grants to the Distributor for the whole term of this Trial Agreement in the Territory, a limited, royalty-free, fully paid-up, and non-exclusive right (license) to:

3.1.1. copy and reproduce Yango Products on the Distributor’s servers; and

3.1.2. distribute and make available the copies of Yango Products together with the Distributor Products, including as a single distributive; and

3.1.3. copy, reproduce, publicly display, communicate to public and make available Yango Products.

3.2 The Distributor may sublicense any and/or all rights granted to it under this Section 3.1 to the third parties subcontracted and/or engaged by the Distributor under Section 2.4 (and solely for the purposes described in that Section).

3.3 To avoid any misunderstandings, subject to this license, neither the termination of this Trial Agreement nor the distribution of Yango Products or any other action taken in line with this Trial Agreement shall lead to a transfer or assignment of any rights or granting a implied license, in particular intellectual property rights, from Yango to Distributor. Any and all rights owned by Yango in Yango Products shall remain with Yango.

4. CONDITION AND INTEGRATION

4.1. During the entire term of the Trial Agreement, the Distributor shall fully comply with all applicable laws as well as ensure that its Distributor Products that are used for the provision of or in connection with execution action under this Trial Agreement are in compliance with any and all applicable laws, regulations, common practices and best industry standards as well as with the Trial Agreement, Guidelines and other requirements and recommendations that Yango communicates to the Distributor during the term of the Trial Agreement.

4.2. Any use of Yango’s, its Affiliates’ and/or Partner’s trademarks (including but not limited to using images, screen shots and videos of the software included in the Yango Products) in, in connection with, and through execution action under this Trial Agreement shall be subject to full compliance with the Guidelines.

4.3. The Distributor shall integrate Yango Products in full compliance with the Guidelines.

4.4. Yango will provide the Distributor with the access to the Statistics through the Distribution Interface, provided that the Distributor is obliged to comply with Terms of Use for Distribution Interface.

4.4.1 All data available to the Distributor through the Distribution Interface is provided for reference purposes only and cannot be considered as the price of distribution under the Trial Agreement. Any renumeration may be paid only under a services agreement the Parties enter into by signing a single document or by offering and accepting the terms and conditions posted at https://yango.com/legal/distribution_agreement.

4.4.2 The client identification specified in the Distribution Interface are for the purposes of distribution during trial period only. The Distributor agrees that the distribution of Yango Products under this Trial Agreement will not result in unjust enrichment.

4.5. The Distributor shall not, directly or indirectly (independently or through the assistance of third parties), take action designed to falsely increase the number of clicks, downloads, displays of Materials and/or orders, including, but not limited to, performing them manually and/or by using any automatic software or hardware means for performing them (fraud traffic). Fraud traffic marked as such by the Statistics, shall not be counted in the Statistics. In addition, if otherwise is not provided in the Guidelines, any clicks, downloads, displays of Materials and/or orders, performed by End Users, who were promised by the Distributor directly or indirectly and without the consent of the Yango any material gain for performing these actions (motivated traffic), shall not be accounted for. Yango shall not accrue and pay the Distributor for fraud and motivated traffic.

4.6. If Yango chooses to change the list and/or content of Yango Products in the Distribution Pack and if changes to the list and/or content of Yango Products require to update Distributor Products, Yango shall send to the Distributor a Yango Product change notification via e-mail or the Distribution Interface stating whether update is critical or not. If changes to the list and/or content of Yango Products requires the update of Distributor Products, the Distributor shall perform such updates in accordance with the Guidelines within thirty (30) calendar days after the receipt of a Yango Product change notification, if such update is not critical; and within fourteen (14) calendar days if Yango states that the update is critical. The changed list and/or content of Yango Products is indicated in the Distribution Interface from the moment of implementation of Yango Products changes.

4.7. If Yango chooses to change the list of Distributor Products by excluding a specific Distributor Product, Yango shall send to the Distributor a relevant notification via e-mail. The Distributor shall stop distributing Yango Products through the Distributor Products indicated in the notice from Yango immediately after its receipt. The changed list of the Distributor Products is indicated in the Distribution Interface from the moment of notification and is considered by Statistics.

4.8. The Distributor can propose to add new Distributor Products by using the special field in the Distribution Interface. In this case the list of Distributor Products is changed from the moment when the new Distributor Product passes moderation by Yango, and the Distributor is notified by e-mail about that. The changed list of the Distributor Products is indicated in the Distribution Interface from the moment of notification and is considered by Statistics.

4.9. Special conditions for distribution of Promo Codes:

4.9.1. While creating Promo codes in the Distribution Interface, the Distributor shall not use the texts protected by copyright or registered as trademarks, the rights to use which the Distributor does not have.

4.9.2. If Yango provides an approved distribution format and/or rules for the distribution of a specific Promo Code, the Distributor shall follow such format and/or rules.

4.9.3. In case the Promo Code has expired or the promotion, for which the Promo Code was issued and/or a discount was provided, has terminated for another reason the Partner shall stop distributing such Promo Codes in the Contractor Products.

5. WARRANTIES AND REPRESENTATIONS

5.1. The Distributor represents and warrants to Yango that it has the full power and authority to enter into and perform its obligations under this Trial Agreement. The Distributor further represents and warrants that its signer is fully and completely authorized to execute this Trial Agreement. Each person who signs this Trial Agreement further warrants and represents that he/she has been authorized to do so as set forth in the first sentence of this Section.

5.2. The Distributor represents and warrants that entering into this Trial Agreement and performance of its obligations shall not constitute a breach of any other agreement that they may have previously entered into and does not violate the rights of any third party. The Distributor hereto also represents and warrants that it has the proper experience and expertise required in order to perform its obligations. Parties confirm that they comply with all applicable laws and regulations including applicable sanctions and export control laws and regulations.

5.3. The Distributor hereto represents and warrants that it shall not bind Yango to any agreement or obligation or give any representation, warranty or guarantee on behalf of and in respect to Yango, except for those that are specifically authorized by Yango in advance and in writing.

5.4. The Distributor represents and warrants that:

5.4.1. it owns, holds a proper license in, or otherwise has all necessary rights and permissions to use the Distributor Products;

5.4.2. the Distributor Products shall not infringe any trademark, copyright, patent, trade secret, proprietary information or other intellectual property rights of any third party;

5.4.3. the Distributor Products do not contain viruses and other malicious software;

5.4.4. the Distributor is not subject to any applicable sanctions and is not owned or controlled by any parties subject to any applicable sanctions (including EU, US and Swiss sanctions);

5.4.5. the performance of this Trial Agreement by Distributor will not lead to Yango's violation of any applicable sanctions and/or export control laws and regulations;

5.4.6. the Distributor indicated the accurate and true information about itself in the Distribution Interface and the application-offer.

5.5. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES, NEITHER PARTY MAKES ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR BY LAWS.

5.6. THIS TRIAL AGREEMENT DOES NOT CONSTITUTE OR IMPLY ANY COMMITMENT BY YANGO WITH RESPECT TO THE FUTURE COOPERATION OF THE PARTIES, INCLUDING WITH RESPECT TO THE PAYMENT OF RENUMERATION TO THE DISTRIBUTOR, OR ANY PROMISE OR INTENTION TO ENTER INTO ANY OTHER BUSINESS ARRANGEMENT.

6. LIABILITY

6.1. EXCEPT FOR INTENT OR SECTIONS 6.2, 7.1 AND 7.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR THE LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOST REVENUE OR PROFITS) OR FOR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL,PUNITIVE DAMAGES OF THE OTHER PARTY (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING UNDER OR IN CONNECTION WITH THIS TRIAL AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS TRIAL AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.

6.2. Nothing in this Trial Agreement shall limit or exclude either Party’s liability for:

Death or personal injury caused by negligence;
Fraud or fraudulent misrepresentation; and
Any liability which cannot legally be limited or excluded.

6.3. If the Law of some jurisdiction which might be applicable to the Parties’ relationships under this Agreement does not allow to limit the Parties’ liability in the way provided in clauses 7.1, then the Parties’ liability under this Agreement shall be limited to the smallest amount permissible by applicable Law.

6.4. In case of violation of the terms of payment stipulated by the Agreement, the Distributor is entitled to send a written claim to Yango demanding payment of liquidated damages. The liquidated damages shall be paid within 10 (ten) business days from the moment of provision of the invoice by the interested Party.

7. INDEMNIFICATION

7.1 IDEMNIFICATION OF THE DISTRIBUTOR. The Distributor shall defend, indemnify and hold harmless Yango, its Affiliates, Partners and their respective managers, shareholders, providers, licensors and employees against claims, actions, losses, damages, costs, charges, or expenses including reasonable attorneys’ fees brought or made against Yango arising out of or resulting from:

(a) the any breach of the Agreement including disinformation, violation of any warranties and representations, disclosure or unauthorized use of confidential information,

(b) alleging any infringement of (i) any third party’s trademark, copyright, patent or other intellectual property right in or related to of the provision of or in connection with the Distributor’s actions under this Trial Agreement, except cases when such alleged infringement arises solely from a breach of the Trial Agreement by Yango;

(ii) applicable laws, made by Yango, as the consequence of the Distributor’s violation of the Trial Agreement.

7.2. In each case the Parties shall consider the amounts of the indemnification of each Party as sufficient, fair, mutually agreed and proportional to the negative consequences incurred by the respective Party in the event of the circumstances indicated in the Section 7.1.

8. CONFIDENTIALITY

8.1. The Distributor shall undertake to keep secret and deem as confidential any and all information, received by the Distributor from Yango, its Affiliates and/or its Parners during performance of the Trial Agreement, indicated as confidential (the “Confidential Information”), and shall not disclose, make public, expose or provide the Confidential Information to third parties (except Affiliates, companies of Yango group and third parties subcontracted and/or engaged by the Distributor under the terms of Trial Agreement that shall be bound by confidentiality obligations no less strict than the obligations of the Distributor under this Trial Agreement) in any other way, except by obtaining the prior written consent of Yango to do so.

8.2. The Distributor shall take all necessary measures to protect the Confidential Information at least to the same extent of diligence with which the Distributor protects its own confidential information. The access to the Confidential Information shall be granted to the employees of the Distributor or their Affiliates strictly on a need-to-know basis in order to fulfill their duties related to the performance of the Trial Agreement. The Distributor shall bound such employees to fulfill obligations with respect to the Confidential Information no less strict than the obligations of the Distributor under this Trial Agreement.

8.3. The Confidential Information shall at all times remain the property of Yango. No rights to Confidential Information are granted to the Distributor or are to be implied from the provisions of this Trial Agreement save as expressly set out in this Trial Agreement. The Distributor shall not copy or otherwise reproduce the Confidential Information without the prior written consent of Yango otherwise than for the purposes of this Trial Agreement.

8.4. The obligation to protect and keep secret the Confidential Information shall not apply to the information that:

8.4.1. at the time of the disclosure is or subsequently becomes public without violation by the Distributor; or

8.4.2. is independently developed and/or received by the Distributor without any use of the Confidential Information, which may be confirmed by documents sufficient to prove the source of such Confidential Information; or

8.4.3. has become known to the Distributor prior to disclosure by Yango of the Confidential Information according to the terms, which may be confirmed by documents sufficient to prove such prior possession of the Confidential Information; or

8.4.5. has been disclosed upon obtaining a prior written consent from Yango.

8.5. The obligations provided in this Section 6 shall come into effect on the Effective Date and shall survive for three (3) years after expiration or termination of this Trial Agreement.

8.6. Without prejudice to other provisions of this Section 9, Yango, its Affiliates and its Partners may disclose information regarding the existence of the contractual relationship under this Agreement for advertising and marketing purposes from the time of the commencement of the provision of execution action under this Trial Agreement. Solely upon getting prior written consent of Yango, the Distributor may make announcements for mass media, press releases, public announcements and advertisements, and other communications relating to this Agreement.

9. PRIVACY AND PERSONAL DATA

9.1. If any personal data is processed under this Trial Agreement, the Parties acknowledge and agree that each of them is independent controller of that personal data unless otherwise explicitly provided by this Trial Agreement (including any Guidelines). As an independent controller, each Party shall comply with applicable data protection laws and ensure confidentiality and security of personal data received from the other Party.

9.2 The Party which discloses (or organizes the disclosure) personal data to the other Party in connection with the conclusion, execution, amendment or termination of the Trial Agreement is obliged to ensure that there is: (a) a sufficient legal basis for the disclosure of personal data to the other Party and further processing of personal data by the other Party, its affiliates and Distributors; (b) a notification of data subjects on the disclosure of their personal data to the other Party and the subsequent processing of personal data by the other Party, its affiliates and Distributors

9.3 At the request of the other Party, each of the Parties shall, within a reasonable time, provide the other Party with sufficient evidence of the fulfillment of its obligations under this clause.

10. ANTI-BRIBERY AND ANTI-CORUPPTION COMPLIANCE

10.1. Yango is committed to the highest standards of business ethics in all activities. Yango expects their contractors to abide by the principles of business conduct set out in the Yango Supplier Code of Conduct. A copy of the Yango Supplier Code of Conduct is available at: https://yango.com/legal/supplier_code_of_conduct.

10.2. The Parties adhere to the applicable anti-corruption laws.

The Parties acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments.

The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes.

This clause constitutes representations material for the Parties. The Parties rely on these representations when entering this Contract.

Either Party may unilaterally withdraw from the Contract in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Contract shall be terminated upon 10 calendar days from the date of the receipt of such written notice by the Party.

If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing.

The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause:

To notify Yango: hotline@ethics.online

To notify the Contractor: address indicated in the contract details.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

11.2. Dispute Resolution. The Parties acknowledge and agree that all disputes, controversy, or claims arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the provisions set forth under the arbitration rules (the "Rules") of the Dubai International Arbitration Centre ("DIAC"), by three (3) arbitrators appointed in compliance with the Rules, and:

the seat of the arbitration shall be the Dubai International Financial Centre;
the language of the arbitration shall be English;
the arbitration award shall be final and binding upon the Parties and not subject to any appeal in any Court; and
the arbitration shall deal with the question of the costs of the arbitration and all related matters.

11.2.1 The Parties agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the DIAC and in regard to 10.4 waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named arbitration, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter may not be enforced in or by such arbitration.

11.3 The Parties acknowledge and agree that any dispute and arbitral proceedings may take longer than six (6) months and that in the event that a dispute and/or arbitral proceedings takes longer than six (6) months, such circumstance shall not form the basis of a procedural challenge to any arbitral award that is subsequently delivered.

11.4 Nothing in this clause 11 shall prevent either Party from applying to a Court of competent jurisdiction for urgent interim relief.

12. PROCEDURE OF CONCLUSION, PERIOD OF VALIDITY, AND TERMINATION

12.1. The Trial Agreement becomes effective once the Distributor agrees to its terms and conditions as provided in Section 12.2 of the Trial Agreement.

12.2. The Distributor initiates the commencement of the Trial Agreement with respect to the certain Distribution Pack by clicking the relevant button in the Distribution Interface.

12.3. The Trial Agreement may be terminated:

12.3.1. unilaterally by either Party by a prior written notice with the immediate effect upon its receipt, unless the notice indicates the termination date; or

12.3.2. by signing a service agreement between the Parties; or

12.3.3. six (6) months after the Trial Agreement becomes effective.

12.4. Upon termination of this Trial Agreement the obligations of the Parties related to the distribution hereto shall be terminated and the Distributor shall cease distributing Yango Products.

13. MISCELLANEOUS

13.1. Entire Agreement. This Trial Agreement shall constitute the entire agreement between the Parties hereto, and supersede all other arrangements made by the Parties with respect to the subject matter , whether oral or written. In the event of any inconsistency between the statements in the body of this Trial Agreement and side letters, the statements in the body of this Trial Agreement will prevail.

13.2 Severability. If any term or provision of this T rial Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Trial Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Trial Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated be consummated as originally contemplated to the greatest extent possible.

13.3 No Waiver. Any failure or delay by either Party to exercise any of its rights, powers, or privileges under this Trial Agreement or to insist upon observance or performance by the other Party of the provisions of this Trial Agreement shall not be construed as a waiver of the Party’s rights, claims, or remedies whether contractual, statutory or otherwise.

13.4 Assignment. No Party shall assign, transfer, or create any trust in respect of, or purport to assign, transfer or create any trust in respect of, any of its rights or obligations under this Trial Agreement without the prior written consent of another Party. Notwithstanding the foregoing, Yango may assign any of its rights and obligations under this Trial Agreement, without the consent of the Distributor, to its Affiliate or its Partner, or in connection with any merger, consolidation or sale of all or substantially all of its assets. This Trial Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. This Trial Agreement is not made for the benefit of any third party who is not a party hereto, and only the Parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Trial Agreement.

13.5. Independent Partners. The Parties to this Trial Agreement are considered to be independent Partners. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Trial Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

13.6. Changes of details. The Distributor shall immediately notify Yango on any changes in its registered and correspondence addresses, the legal status (including the form of incorporation) and/or banking details. The Distributor failing to give notice to Yango of such events in advance shall bear the risk of all consequences that may occur due to such failure to give notice.

13.10. Notices. A notice sent by either Party under this Trial Agreement shall be made in writing and personally delivered or given by registered mail, return receipt requested, overnight courier, or e-mail, addressed to the other Party at its address given below (or any such other address as may be communicated to the notifying Party in writing) and shall be deemed to have been served if delivered in person, on the same day; if sent via e-mail, twenty four (24) hours after transmission; if sent by registered mail, ten (10) calendar days after deposit into the mail system, or if sent by overnight courier, the second (2) day after deposit with the courier.

13.11. E-mails. The Parties have agreed that any documents under the Trial Agreement including invoices thereto may be signed via electronic document signing services that are approved by the Parties or created in form of electronic copy of the document signed by an authorized person in PDF format and sending it to the e-mail address specified in the Trial Agreement. The date of signature shall be the date on which the document signed on the latest party was sent to the e-mail of the Party which originally sent the document.

13.12. Number of the Agreement. At the conclusion of the Trial Agreement, it is automatically assigned a number, which is indicated in the Distribution Interface.

13.13 Amendments. The Distributor understands and agrees that Yango may unilaterally change the terms and conditions of the Trial Agreement. By distributing Yango Products, Distributor accepts the current version of the terms of the Trial Agreement available under https://yango.com/legal/distribution_test_agreement. Changes to the terms of the Trial Agreement shall enter into force and become binding on the Parties from the moment of their placement at: https://yango.com/legal/distribution_test_agreement. Yango informs Distributor of the changes of the terms of the Trial Agreement by email not later than 14 (fourteen) days before such changes enter into force.

14. ADDRESSES OF YANGO:

Direct Cursus Technology L.L.C.

Company registration №: 1802868

Place of business: UAE, Dubai, Trade Center Second, The Offices 5, Unit No. FLR06-06.04-1

e-mail:

partners-distrib-support@yango.com
only outgoing e-mail of Yango – partners@distribution.yango.com, info-noreply@support.yango.com

Date of publication: 14.08.2026.