MASTER SERVICES AGREEMENT FOR YANGO CUSTOMERS

CONTENTS

PREAMBLE

This Master Services Agreement for Yango Customers (“MSA”) is incorporated in and forms an integral part of the Agreement entered between Yango ("Yango” or “we”) and a person that uses Services (“Customer”, “you”) that was entered between the parties (each a “Party” and together the “Parties”).

In a Service Order or in an offer (when entering into the Agreement is accessible by offer acceptance) you will find the provider of the Services you are using. That is the Yango company that you are contracting with for the Services.

This MSA governs the provision by Yango of any Services to you. The choice of law, the location for resolving disputes, certain defined terms and other important region-specific provisions depend on particular Yango company you are contracting with and are stipulated in the Countries Appendix.

By using and(or) accessing the Services described in your Service Order or in the terms of offer (when applicable), you hereby agree and accept this MSA in full. If you do not agree to this MSA, you must not use (or you must stop using) the Platform or the Services.

If you are an individual who consents to the Agreement on behalf of a company, you represent and warrant that you have the authority to bind that company to the Agreement and your consent to the Agreement will be treated as the consent of the company. In that event, "company”, "you" or "your" will refer and apply to that company.

If you are an Agency, you represent and warrant that you have the express legal authority of your client to enter into the Agreement on behalf of your client and to make the commitments set out in the Agreement.

1. DEFINITIONS

"Ad" means any text-based, graphical, interactive, rich media and video, or other digital advertisements, including, without limitation, banners, buttons, pop-ups, video advertisements, and active URLs created and(or) provided by the Customer.

"Affiliate" means any entity that controls, is controlled by, or under common control with, that Party (as defined below), where "control" means direct or indirect ownership of more than 50% of voting shares, direct or indirect control over the majority of the votes in a general meeting, the ability to directly or indirectly appoint the majority of the board of directors and(or) otherwise obtained right to direct or cause the direction of the management and policies of the controlled entity.

"Agency" means the media agency having contractual relations with its client(s).

"Business Day" means a day other than a Saturday, Sunday, or other days, established as public holidays in the relevant country of Yango’s incorporation.

"Agreement" means (i) this MSA, (ii) the Specific Terms of Yango Services and (iii) any potential Service Order or schedule signed by or on behalf of the Customer, or offer accepted by or on behalf of the Customer, and referring to this MSA which documents together shall govern the rendering of Services to the Customer.

"Content" means images, graphics, text, data, video, links, or other creative elements that can be supplied the by Customer to Yango which may be included in, or used to deliver, any Ad, together with any content or materials on any interactive site linked to any Ad.

"Customer Interface" means the section of the Platform that contains the Statistics data on the Services provided to the Customer and provides the possibility of remote interaction between the Parties under the Agreement. Access to the Customer Interface (when applicable) shall be available to the Customer upon logging on the Platform using the login and the password of the Customer’s account.

"Data Protection Laws” means any applicable law relating to data protection or the privacy of individuals applicable to the Parties, including without limitation, the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), GDPR as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time), the UK Data Protection Act 2018, the Swiss Data Protection Act 2020 and the California Privacy Rights Act (CRPA), including any subsequent amendments or regulations enacted from time to time.

"Electronic Report" means a unilateral document in an electronic form containing information on the Services provided by Yango during the Reporting Period, the amount and scope of these Services and the Yango's fee for their provision.

"Platform" means the Yango proprietary platforms through which the Services are provided, including any API made available by Yango to access the Platform (if applicable) for the sole purpose of providing the Services. Respective Platform which is used to provide the Customer with purchased Services is specified in the Specific Terms of Yango Services.

"Policies" means advertising criteria or specifications made available by Yango to the Customer, including without limitation: content guidelines, technical specifications, privacy policies, user experience policies, policies regarding consistency with Yango's public image, community standards regarding obscenity or indecency (taking into consideration the exact part(s) of the resource where the Ads are to be shown), other moderation or advertising policies.

"Reporting Period" means a calendar month. The first Reporting Period shall begin on the date of the Service Order and extend to the last day of the month, in which Yango starts to provide the Services. The last Reporting Period shall begin on the first day of the month of expiration or termination of the Agreement and end on and including the date of termination of the Agreement.

"Representative" means any director, officer, employee, consultant, contractor, agent, and/or attorney of the Party who has been granted with the sufficient authority to represent the Party.

"Service Order" means a mutually agreed contractual document that incorporates the MSA and Specific Terms of Yango Services under which Yango provides the Services to the Customer. In the event of a conflict between a provision of this MSA, Specific Terms of Yango Services and a provision of the applicable Service Order, the provision of the Service Order shall prevail.

"Services" means those service(s) described in the Specific Terms of Yango Services that are selected and ordered by the Customer in a Service Order or by acceptance of the offer (when applicable).

“Specific Terms of Yango Services” means the relevant terms specific to one or more Services available to order by the Customer. In the event of a conflict between a provision of this MSA and a provision of the Specific Terms, the provision of the Specific Terms shall prevail.

"Statistics" means automated accounting data of Yango’s systems in electronic form, which may contain, among others, data regarding scope of the Services (e.g., number of the Ads impressions, clicks, conversions or other desired actions), fee amount and other information relating to the Customer’s use of the Services.

"Third Party" means an entity or a person that is not a party to the Agreement. For purposes of clarity, Yango, the Agency and any Affiliates or Representatives of the foregoing are not Third Parties, save for Clause 14.4 of the MSA, where “third party” shall mean any person which is not a Party to the Agreement.

"Written (Writing)" means in the form of paper, e-mail or (when the Customer is a recipient) communication through the Customer Interface.

“Yango” - means the relevant Yango entity providing the Services as set out in the Service Order (schedule) or in the relevant terms of offer.

2. THE SERVICES. SERVICE ORDERS

2.1. Subject to the terms and conditions of the Agreement, Yango shall provide the Customer with Services related to the placement of the Ads on various advertising inventory and other certain digital advertising and related services as they are described in the applicable Specific Terms of Yango Services and(or) schedules which may be entered by the Parties from time to time and referring to this MSA.

2.2. The Parties enter into Agreement either by accepting of the Service Order, or by Parties’ entering into a schedule, or by Customer’s accepting of the respective offer (when applicable).

2.3. Acceptance of the Service Order will be deemed effective upon earlier of date of the (a) the Written approval of the Service Order by Yango and the Customer; or (b) the display of the first Ad impression unless otherwise agreed in the Service Order; or (c) receiving by the Customer of confirmation e-mail from Yango after the Click-to-sign procedure.

"Click-to-sign procedure" means procedure of signing Service Order, the Agreement and(or) any modifications to them with the following steps cumulatively: (i) filing in the electronic form provided by Yango to the Customer (the “Form”), (ii) clicking at the button “Sign the contract” (or similar) at the end of the Form and (iii) receipt of confirmation e-mail from Yango.

2.4. When entering into the Agreement is accessible by offer acceptance, acceptance of an offer will be deemed effective upon making an advance payment by the Customer under an invoice for the respective Services within the specified timeframe. If the offer is not accepted (i.e. the Invoice is not paid) within the specified payment period, the offer shall expire in relation to these ordered Services.

The following Customer's actions shall not be deemed as acceptance of the offer: without limitation, the transfer of funds using incorrect Bank details or(and) without specifying the account number, SWIFT, IBAN and(or) without specifying the name of the Customer.

For the purposes of participation of the Customer in the loyalty programs that may be run by Yango from time to time, the offer shall be deemed accepted when the Customer accepts its terms in the provided web-form by ticking an "I agree" or a similar checkbox.

3. PROVISION OF THE SERVICES

3.1. Customer’s account.

3.1.1. For provision of particular Services it may be required to create the Customer’s account on the respective Platform as stipulated in the Specific Terms of Yango Services. In this case the Customer shall register in the Customer Interface and provide Yango with accurate and complete information;

3.1.2. the Customer shall keep all its information in the Customer Interface up-to-date;

3.1.3. the Customer shall be solely responsible for the safety and confidentiality of the login and password for the Customer Interface;

3.1.4. the Customer shall not transfer its Customer Interface login and password to any Third Parties and(or) to their benefit unless such Third Party: (a) is the Customer’s client and the Customer is acting on its behalf; and (b) accepts without exceptions the provisions of the Agreement, including regarding protection of Confidential Information and rights to Yango’s intellectual property to the extent no less than as required in pursuance hereof;

3.1.5. all actions performed in the Customer Interface using the Customer's login and password shall be deemed to be performed by the Customer and the Customer shall be solely responsible for such actions.

3.2. Yango shall be entitled (but not obliged):

3.2.1. to suspend provision of the Services or access to the Customer Interface and(or) the Platform in the cases of: (a) breach by the Customer of its obligations under the Agreement; (b) the Customer is in arrears with payment of any fee under the Agreement; or (c) receipt of a claim of a competent authority and(or) judicial decision is brought or made against Yango relating to the Ads or the Content or the Customer’s use of the Services;

3.2.2. to temporarily suspend provision of the Services for the period of routine maintenance or repair activities in relation to the software and hardware used by Yango in the provision of the Services, as well as in the case of any technical failures in the operation of such software and hardware for the period of troubleshooting;

3.2.3. at its sole and absolute discretion, to refuse to place any of the Ads based on the results of the Ads moderation; and

3.2.4. at its sole and absolute discretion, to reject or remove from the resources where Ads are published any Ad for which the associated software code (e.g., pixels, tags, JavaScript) or the linked website do not comply with Policies; or which, in the Yango's reasonable judgment, do not comply with the applicable law, regulation or judicial or administrative order. Yango also shall be entitled, at its sole and absolute discretion, to reject or remove from the resources where Ads are published any Ad for which the linked website is or may potentially bring Yango or its Affiliates into disrepute.

3.3. The Customer undertakes not to use the Platform in the manner not expressly provided for in the Agreement and the relevant technical specifications.

4. FEE AND PAYMENT. REPORTING

4.1. Yango's fee for the provision of the Services shall be calculated and paid in accordance with the payment terms agreed on in Service Order and(or) schedules to the Agreement or set of the terms of offers (when applicable).

4.2. Yango's fee for the Services provided hereunder shall be based on: (a) the scope of Services provided in the Reporting Period, and (b) pricing model specified in the Service Order (schedule).

4.3. For the purpose of the Agreement, including to determine the scope of Services rendered and the amount of fee due to be paid, Statistics records maintained by Yango shall be used exclusively. No other measurements or statistics of any kind shall be accepted by Yango or have any effect under the Agreement.

4.4. Reporting.

4.4.1. When particular Services provide the Customer with an access to the Customer Interface, Statistics data and the account balance may be accessible in the Customer Interface. In other cases, Statistics data may be provided by Yango by e-mail under the Customer’s request within three (3) business days. However, Statistics data during a current Reporting Period are provided for informational purposes only and shall be not treated as final. Final amount of Yango’s fee shall be specified in Electronic Reports and invoices issued in accordance with the regulations of the relevant country of Yango’s incorporation.

4.4.2. Within seven (7) Business Days after the end of each Reporting Period Yango will send the invoice and an Electronic Report for the Services rendered during the corresponding Reporting Period to the Customer's e-mail (billing address) as set forth in the Service Order. The invoice and the Electronic Report shall be deemed received by the Customer the next business day after the day it was sent.

4.4.3. Services rendered during the Reporting Period shall be deemed accepted by the Customer in the scope stated in the Electronic Report, unless within ten (10) calendar days after the end of the Reporting Period Yango receives Customer’s written objections to the Electronic Report. Yango shall have no obligation to accept or consider any objections regarding the Services stated in the Electronic Report submitted by the Customer beyond such ten (10) calendar days period, including claims regarding Services quantity (scope), value and quality.

4.5. All settlements shall be made in the currency agreed on in the Service Order (schedule)by transferring monetary funds to the settlement account of Yango via bank transfer or other permitted methods accepted by Yango.

4.6. The Customer's payment obligation shall be deemed fulfilled upon crediting the monetary funds to the settlement account of Yango.

4.7. In case of prepayment (advance payment), all the Customer’s rights herein are subject to Yango's receipt of full payment. In addition, Yango may suspend performance of Services until full payment of all amounts due.

4.8. The Customer is obliged to indicate the invoice number, as well as the full name of the Customer, in information dedicated to the purpose of payment. In case the required information is missing, incomplete or unreliable, any settlements are considered to be completed only after receipt of the proper information from the Customer.

4.9. Taxes and other obligatory payments.

4.9.1. Each Party shall bear its own responsibility for calculation and payment taxes under applicable laws. The cost of the Services includes all applicable taxes, fees, duties and other payments levied in accordance with the tax legislation of the country of Yango’s incorporation (if any).

4.9.2. Fee due to Yango for the Services shall remain unchanged and its amount shall be transferred by the Customer in full without deduction of any taxes, charges, fees, duties and(or) other payments. If the law requires the Customer to pay any other taxes, charges, duties and(or) other payments payable by Yango as an income recipient, then the total amount to be paid by the Customer shall be increased so as to make the net amount received by Yango equal to the amount calculated in accordance with Clause 4.2 of the MSA.

4.9.3. The stamp duty (if any) arising from the Agreement shall be paid by the Customer in full amount.

4.10. If the Customer fails to make a payment when due, the Customer shall be liable to pay an interest charge on the outstanding balance at a rate of zero-point zero one percent (0.01%) of the outstanding amount of the invoice for each calendar day in arrears or the maximum amount permissible under applicable law. Such interest shall accumulate on the outstanding balance until paid in full.

If Customer's ability to transfer funds to Yango has been materially negatively impacted by an event beyond the Customer's reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then the Customer will make every reasonable effort to make payments on a timely basis to Yango, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve the Customer from any of its obligations as to the amount of money that would have been due and paid without such condition.

4.11. Price changes. For Services whose cost is calculated based on a pricelist, Yango reserves the right to adjust the prices at its discretion.

Provided, however, that the Services prices are not subject to change:

to the extent of the Services that had been paid for before the new prices came into effect (agreed by the Parties before the new prices came into effect, if the Agreement provides for post-payment basis);
under the invoices that had been issued before the new prices came into effect, other than the overdue invoices.

The Customer acknowledges and agrees that its continued use of the Services after the effective date of the price adjustment will constitute acceptance of the new prices. If the Customer does not agree to the adjusted prices, its sole remedy shall be to terminate the Agreement by providing a Written notice, in which case the Agreement shall terminate upon the effective date of the price adjustment.

5. INTELLECTUAL PROPERTY

5.1 Subject to the terms and conditions of the Agreement, Yango hereby grants to the Customer a non-exclusive, non-transferable and non-sub licensable license to access and to use the Platform for the duration of the Agreement solely for the purposes of receipt of the Services. The Customer acknowledges and agrees that all rights, title and interest in and to the Platform, including all intellectual property rights therein, are and shall remain owned by Yango and its Affiliates and(or) licensors.

5.2. The Customer shall not modify, adapt, translate, create derivatives, decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code of Yango’s Platform, Services or any software or documentation furnished by Yango for purposes of the performance hereof.

5.3. For the term of the Agreement and for the sole purpose of providing the Services, the Customer hereby grants to Yango and its Affiliates a worldwide, royalty-free, no-exclusive, sublicensable right to use, namely: to reproduce, modify, publicly display, distribute and make available (including on Yango’s services and in advertising materials) each of: (a) the Customer’s trademarks and logos, as well as the Content; (b) any Ads submitted by the Customer and(or) created by the Customer using functionality of the Platform (when applicable).

The Customer represents, warrants and undertakes that it has all necessary licenses, rights and permissions to use the Content and materials contained in the Ads for the purpose of the Agreement, including to grant Yango and its Affiliates the right as set out above, and it is responsible for any and all royalties, payments, and fees with respect thereto.

6. TERM AND TERMINATION

6.1. The Agreement shall become effective upon: (a) acceptance of the respective Service Order as described in Clause 2.3; or (b) the acceptance of an offer by the Customer (as applicable for certain Services); or (c) signing of the respective schedule by the Parties.

6.2. Term. Unless terminated earlier in accordance with the MSA or the applicable law, the Agreement shall be valid until:

6.2.1. for Services rendered on a basis of the Service Order (schedule): as set forth in the Service Order (schedule), and shall be automatically extended for each successive twelve (12) month period, unless either Party sends to the other Party a Written notice of refusal to extend the Agreement at least thirty (30) calendar days prior to the expiration date;

6.2.2. for Services rendered on a basis of the accepted offer: the Parties continue to perform their obligations under the Agreement, i.e. until the Customer pays for the Services and Yango renders the Services in the scope corresponding to their cost.

6.3. Termination without cause. Notwithstanding any other rights of termination available hereunder, a Party may either cancel a Service Order (schedule) or terminate the Agreement at any time subject to the provision of at least thirty (30) calendar days prior Written notice to the other Party, for any reason whatsoever, without any additional charges.

6.4. Termination with cause. Except as otherwise stated in the MSA with regard to specific breaches, either Yango or the Customer may terminate either a Service Order (schedule) or the Agreement upon Written notice to the other Party with immediate effect if the other Party is in material breach of its obligations hereunder and: (a) the breach is irremediable; or (b) the breach is remediable, but such breach is not cured within ten (10) calendar days after receipt of a Written notice thereof. Termination of the Agreement or a Service Order by either Party for breach will be a non-exclusive remedy for breach and will be without prejudice to any other right or remedy of such Party.

6.4.1. Yango has the right to terminate a Service Order (schedule) or Ads placement(s) associated with such breach with immediate effect if: (a) the Customer does not cure a violation of a Policy within ten (10) calendar days; or (b) violates the same Policy on a regular basis, i.e. twice or more, which is confirmed by notices of a breach and despite the fact the Customer cures such breaches.

6.5. The Parties hereby agree that no court order shall be required to give effect to the valid termination or expiry of the Agreement or any Service Order (schedule) as stated in the MSA.

6.6. Expiration or termination (for any reason) of the Agreement or a Service Order (schedule) shall not affect any accrued rights or liabilities which either Party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination (including obligations regarding confidentiality, mutual settlements, use of information, without being limited to the aforesaid).

6.7. The Parties shall complete all outstanding settlements within thirty (30) Business Days after expiration of the Agreement or other termination or cancellation of any Service Order (schedule).

6.8. In the event of termination of the Agreement or a Service Order (schedule) due to the Customer’s violation Yango shall be entitled to withhold any sums already paid, up to the amount of any losses suffered by Yango in connection with the breach.

7. WARRANTIES AND REPRESENTATIONS

7.1. Mutual Warranties. Each Party represents and warrants to the other Party that: (a) it has all necessary authority and power to enter into, execute and perform its obligations under the Agreement; and (b) the execution of the Agreement and the performance of its respective obligations thereunder do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound.

7.2. Customer’s Warranties. The Customer represents, warrants and undertakes that:

7.2.1. the Ads, the Content and materials contained in the Ads are free of any program, information, code, and command, including viruses, bombs, worms, backdoors or Trojan horses, that are designed (i) to cause Yango’s software or hardware systems to malfunction, self-destruct or deny service, (ii) to cause damage to or degrade performance of any computer, network, or any information, program or data contained therein, or (iii) to enable unauthorized access to any software or hardware system; and

7.2.2. Ads, Content and any other information and materials provided by the Customer to Yango to create Ads are complete and accurate and shall not violate any Third Parties rights and fully comply with all applicable laws, including without limitation any legislation on advertising, intellectual property and competition, and in this connection Yango shall be provided with the necessary government authorizations or permits of the Customer to be advertised (if applicable).

7.3. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED USING SOFTWARE THAT OPERATES ON AN «AS IS» BASIS SUBJECT TO THE TERMS AND COMPLETENESS OF THE DATA PROVIDED BY THE CUSTOMER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, YANGO MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY WAIVE ANY WARRANTIES OR CONDITIONS REGARDING EXPECTATIONS RELATED TO THE SERVICES OR ATTAINABILITY OF CERTAIN CUSTOMER'S GOALS, INCLUDING, BUT NOT LIMITED TO, THE FITNESS OF THE PLATFORM AND THE SERVICES FOR THE PURPOSES AND EXPECTATIONS OF THE CUSTOMER, UNINTERRUPTABLE AND ERROR-FREE OPERATION OF THE PLATFORN AND SOFTWARE AND HARDWARE.

YANGO MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE LEVEL OF IMPRESSIONS OF ADS, THE TIMING OF DELIVERY OF SUCH IMPRESSIONS OR THE AMOUNT OF ANY PAYMENT TO BE MADE OR DUE HEREUNDER.

8. LIABILITY AND INDEMNIFICATION

8.1. Subject always to Clause 8.6 of the MSA, in no event will any Party be liable for any: (a) consequential, indirect, incidental, special, or exemplary losses or damages; or (b) loss of production, use, business, revenue, or profits or any losses arising from business interruption, loss of information or loss of data (in each case, whether direct or indirect), incurred by another Party arising out of the Agreement, even if such Party had been advised of the possibility of such damages or losses.

8.2. Neither Party shall be liable to the other to the extent that a breach by it directly results from the other Party's failure to fulfill its obligations under the Agreement.

8.3. The Customer shall be solely and fully responsible for the Ads, the Content and materials contained in the Ads and all websites referred to or linked by the same, including without limitation compliance with all legal requirements regarding the specified information and materials' completeness, content and form.

8.4. The Customer shall fully defend, indemnify, and hold harmless Yango and each of its Affiliates and Representatives (the “Indemnified Parties”) from and against any and all losses, damages, liabilities, judgments, awards, fines, costs and expenses (including reasonable attorneys' fees) (the “Losses”) incurred in arising out of or relating to any claim, action or proceeding (collectively, "Claims") brought against the Indemnified Party by a Third Party or by the authorities in connection with (a) Customer's alleged breach of the Customer's representations and warranties under the MSA; or (b) Customer's violation of Policies; or (c) any violation by the Customer of applicable legislation, including applicable Data Protection Laws; or (d) any Ads or Content that: (i) violate any applicable law, regulation, judicial or administrative action; (ii) are defamatory or obscene; (iii) actually or allegedly infringe on that Third Party’s intellectual property rights.

Yango reserves the right to assume the defense and control of any matter subject to indemnification by the Customer. In which event the Customer shall cooperate with Yango in asserting any available defenses and, upon Yango’s request, submit to it all requested information relating to the use of the Services, assist Yango in the settlement of the Claims and reimburse all Losses.

8.5. Subject always to Clause 8.6 of the MSA, in no event shall the aggregate liability of Yango or its Affiliates and Representatives, whether in contract, tort, misrepresentation or otherwise, arising under or in connection with the Agreement exceed the total amount of fees actually paid by the Customer to Yango under the Agreement in the six (6) months preceding the incident out of which the cause of action arose.

8.6. Nothing in the Agreement shall exclude or limit the liability of the Parties for (a) fraudulent actions and knowingly false representations; (b) death or personal injury resulting from the negligence of the defaulting Party; (c) misuse of Confidential Information; or (d) any other matter in respect of which liability cannot be limited by applicable law.

9. FORCE MAJEURE

9.1. Excluding payment obligations, neither Yango, nor the Customer will be liable for delay or default in the performance of its respective obligations under the Agreement if conditions beyond its reasonable control cause such delay or default, including, but not limited to, fire, flood, accident, earthquakes, for functioning of the Internet or its parts, telecommunications line failures, electrical outages, network failures, for quality of communication lines (which are not related to the own resources of the Party seeking to rely on this clause), acts of God, acts of government, pandemic, epidemic, public health emergencies or labor disputes (except for strikes caused by the employees of the Party seeking to rely on this clause) ("Force Majeure Event").

9.2. The Party which is unable to perform its obligations under the Agreement due to any Force Majeure Event shall immediately notify the other Party of the nature of Force Majeure Event, which has caused delay or default in the performance of the Agreement in Writing and, upon the other Party’s request, provide with copies of relevant documents.

9.3. If Yango suffers a delay or default due to any Force Majeure Event, Yango will make reasonable efforts within ten (10) Business Days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period is reasonably acceptable to the Customer, Yango will allow the Customer a pro rata reduction in the space, time, and(or) program charges hereunder in the amount of money assigned to the space, time, and(or) program charges at time of purchase.

9.4. If the duration of the Force Majeure Event exceeds three (3) months any Party shall have the right to terminate the Agreement. In this case Yango has the right to demand payment for the actually provided but still unpaid Services.

10. CONFIDENTIALITY

10.1. The Parties undertake not to disclose and to consider as confidential the terms and conditions of the Agreement, the information on commercial activity of each of the Parties received during the term of the Agreement, as well as all information transferred by one Party to the other Party and designated by the disclosing Party as its confidential information (the “Confidential Information”), and not to disclose, publish or in any other way to transfer such information to any Third Party without the prior Written consent of the disclosing Party.

10.2. Each Party shall take all necessary measures for protection of the Confidential Information at least with the same degree of carefulness with which it processes its own confidential information. Access to the Confidential Information shall be given only to those Representatives of each of the Parties for whom it is essential for the performance of their official duties connected with the execution of the Agreement. The Confidential Information always remains the property of the disclosing Party and shall not be copied or in any other way reproduced without prior Written consent of the disclosing Party.

10.3. The obligation not to disclose the Confidential Information shall not apply to the information that, in each case as supported by due evidences:

10.3.1. is publicly disclosed and made generally available to the public by the disclosing Party, either before or after it becomes known to the receiving Party;

10.3.2. was known to the receiving Party without obligation to keep it confidential prior to the date of its disclosure by the disclosing Party;

10.3.3. is subsequently disclosed to the receiving Party by a Third Party lawfully in possession thereof without obligation to keep it confidential and without a breach of the Third Party’s obligations of confidentiality;

10.3.4. has been publicly disclosed or made generally available to the public other than through any act or omission of the receiving Party in breach of the Agreement; or

10.3.5. has been independently developed by the receiving Party without the aid, application or use of the disclosing Party’s Confidential Information (the competent written proof of which must be contemporaneous with such independent development);

10.3.6. has to be disclosed in accordance with applicable laws or regulations or a court decision or administrative order.

10.4. The confidentiality obligations hereunder shall survive the termination or expiration of the Agreement for three (3) years.

11. DATA PROTECTION

11.1. If the Customer's use of the Services involves the processing of personal data of data subjects, the following document applies to the Customer's use of the Services: https://yango.com/legal/dpa_ads.

12. GOVERNING LAW. DISPUTE RESOLUTION

Clauses 12.1 (Governing Law) and 12.2 (Dispute resolution) may vary depending on the Yango’s contracting entity as regulated by Countries Appendix.

12.1. Governing Law. The Agreement, its conclusion, execution and cancelation (including any question regarding its existence, validity, interpretation, implementation or termination thereof) and any non-contractual obligations arising out of or connected with it, shall be governed by and construed in accordance with English law.

12.2. Dispute resolution.

12.2.1. In case of any dispute arising out of or in connection with the Agreement, the parties shall first in good faith endeavor to resolve such dispute by negotiation.

The number of arbitrators, to be appointed in accordance with the Rules, shall be one arbitrator.

However, if the amount of dispute exceeds US $ 20 000 000 (Twenty million US dollars) the tribunal shall consist of three arbitrators.

The legal seat of the arbitration shall be Dubai and the language of the arbitration shall be English.

12.3. Notwithstanding the foregoing, each Party shall have the right to seek interim relief from any court of competent jurisdiction, and this shall not be deemed or construed as incompatible with, or operate as a waiver of, the foregoing agreement to arbitrate.

12.4. The Parties undertake and agree that all proceedings conducted with reference to this Agreement shall be kept strictly confidential and all information disclosed in the course of such proceeding shall be used solely for the purpose of those proceedings.

13. ANTI-CORRUPTION CLAUSE

13.1. 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 in the corporate section of the Yango portal at: https://yango.com/legal/supplier_code_of_conduct.

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

The Parties hereby 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 the Agreement.

Either Party may unilaterally withdraw from the Agreement in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Agreement shall be terminated upon ten (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@yango.com

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

14. MISCELLANEOUS

14.1. When rendering the Services, the Parties shall comply with all applicable laws. If due to relevant provisions of legislation applicable to Yango and(or) its Affiliates and(or) its partners involved in provision of Services further performance hereof becomes impossible and(or) prohibitive, Yango shall be entitled to suspend or terminate rendering the Services with immediate effect without any liability.

14.2. Notices. Any notice, information, document or other communication required or permitted to be given under the Agreement shall have legal effect only if in Writing and may be served by one Party to the other Party using the following methods: (1) by e-mail to the applicable Party at its address specified in the Service Order; or (2) by registered courier with delivery notification; or (c) through the Customer Interface (when the Customer is a recipient).

The notice and documents shall be deemed received by the Party: if sent by e-mail — on the next business day after being sent; if sent by courier service — on the date of its delivery according to the delivery notification; if sent through the Customer Interface — on the date the notice is posted therein.

Either Party may from time to time change the individual designated to receive notices or its address by giving the other Party notice of the change in accordance with this Clause.

14.3. Amendments. Yango may amend the MSA, Specific Terms of Yango Services and Policies from time to time, including where there are changes to the Services or as may be otherwise required by any laws or regulatory requirements to which we are subject as well as for fraud or security reasons, with publishing the updated version on the Yango`s website available for the Customer. The changes will become effective after notice of the changes that are materially adverse to the Customer by email, message, publishing on the Yango’s website, or other method Yango deems practicable, stating the effective date on which the updated terms will become applicable, unless a different effective date for such amendments is specified at the time of publishing thereof. Yango may provide the Customer with notice of non-material changes in its sole discretion. The Customer’s continued use of the Services or the Platform after the effective date of any amendments will constitute the acceptance of those amendments.

If any amendment is unacceptable to the Customer, the Customer hereby acknowledges and agrees that its only recourse is to terminate the Agreement by way of Written notice, such termination taking effective thirty (30) calendar days from receipt by Yango with the unamended terms continuing to form part of the Agreement in the intervening period unless the new amendments are necessary to comply with an applicable law or regulation, and in this case the new amendments will be effective immediately.

14.4. Assignment. The rights and obligations of the Customer under the Agreement, or any part thereof, may not be subcontracted to, or assigned by the Customer to a third party without Yango's prior Written approval. The Customer shall be responsible for confirmation of the existence of such approval.

The Customer expressly and irrevocably consents that (i) the rights and obligations of Yango under the Agreement, the entire Agreement or any part thereof may be assigned and(or) subcontracted by Yango to Third Parties without any approval from the Customer; and (ii) upon any such assignment, all rights and obligations of Yango so assigned shall become rights or obligations of the assignee, and that any rights of Yango so assigned may be enforced by the assignee against the Customer.

Shall any applicable law require an approval from the Customer for assignment or transfer of Yango’s rights and(or) obligations under the Agreement, this clause shall be deemed as such approval by the Customer.

Yango will notify the Customer prior to the assignment of any right or obligation hereunder at least five (5) calendar days before the assignment date. The Customer is entitled to terminate the Agreement by providing of a Written notice within (5) calendar days from the notification in case the Customer does not agree with the assignment.

14.5. Severability. In the event that one or several provisions of the MSA or Specific Terms of Yango Services appear for some reason illegal, invalid, such invalidity shall not affect the validity of any other provision, and the Agreement shall be construed as though it did not contain such an invalid provision.

14.6. Waiver. A waiver of any provision of the Agreement shall only be valid if provided in Writing and shall only be applicable to the specific incident and occurrence so waived. The failure by either Party to insist upon the strict performance of the Agreement, or to exercise any its term, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect.

14.7. The Agreement is for the sole benefit of the Parties hereto, including Affiliates of Yango which receive a license under Clause 5.3. of the MSA, and their respective permitted successors and permitted assignees. Subject to the foregoing sentence, a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

14.8. The Agreement may be provided for ease of your understanding in other languages. In case of conflict between the English and the version in other language - the English version shall prevail.

COUNTRIES APPENDIX TO MASTER SERVICES AGREEMENT FOR YANGO CUSTOMERS

In a Service Order / schedule / terms of offer you will find the provider of the Services. That is, Yango company that you are contracting with to order the Services.

The choice of law, the venue for dispute resolution, certain defined terms and other important region-specific provisions depend on a particular Yango company you are contracting with and are stipulated in this Countries Appendix.

BRAZIL

If you have entered into the Agreement with Adtech Solutions Ltda (Brazil) the following provisions shall prevail over general MSA terms.

1. DEFINITIONS

"Data Protection Laws” means any applicable law relating to data protection or the privacy of individuals applicable to the Parties, including without limitation, the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), GDPR as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time), the UK Data Protection Act 2018, the Swiss Data Protection Act 2020, the California Privacy Rights Act (CRPA) and the Brazilian General Data Protection Law (LGPD) (Law No. 13.709/2018), including any subsequent amendments or regulations enacted from time to time.

"Service Order", or "Cooperation Agreement" means a mutually agreed contractual document that incorporates the MSA and Specific Terms of Yango Services under which Yango provides the Services to the Customer. In the event of a conflict between a provision of this MSA, Specific Terms of Yango Services and a provision of the applicable Service Order (Cooperation Agreement), the provision of the Service Order (Cooperation Agreement) shall prevail. All references to "Service Order" shall be applied to “Cooperation Agreement" as well.

4.4. Reporting.

4.4.2. Within fifteen (15) Business Days after the end of each Reporting Period Yango will send the tax invoice (Nota Fiscal) issued in accordance with the regulations of Brazil for the Services rendered during the corresponding Reporting Period.

The tax invoice (Nota Fiscal) will be sent to the Customer's e-mail (billing address) as set forth in the Service Order. The tax invoice (Nota Fiscal) shall be deemed received by the Customer the next business day after the day it was sent.

The final amount of the Contractor's fee is determined taking into account relevant taxes in accordance with the Brazilian legislation.

12. GOVERNING LAW. DISPUTE RESOLUTION

12.1. Governing Law. The Agreement, its conclusion, execution and cancelation (including any question regarding its existence, validity, interpretation, implementation or termination thereof) and any non-contractual obligations arising out of or connected with it, shall be governed by and construed in accordance with Brazilian law.

12.2. Dispute resolution.

12.2.1. In case of any dispute arising out of or in connection with the Agreement, the parties shall first in good faith endeavor to resolve such dispute by negotiation.

12.2.2. If the parties are unable to resolve the dispute within 30 (thirty) days from the time either party give notice to the other party that the dispute has arisen and provided that the amount of claim or the subject of matter of the claim does not exceed 2,500,000 BRL or its equivalent in respective currency, the dispute shall be submitted by any party for final resolution by the courts of the city of São Paulo, Brazil, which shall thereafter have exclusive jurisdiction.

12.2.3. If the parties are unable to resolve the dispute within 30 (thirty) calendar days from the time either party give notice to the other party that the dispute has arisen and provided that the amount of claim or the subject of matter of the claim exceeds 2,500,000 BRL Brazilian Reais or its equivalent in respective currency, such dispute shall be finally settled by arbitration.

The arbitration shall be administered by the Center for Arbitration and Mediation of the Chamber of Commerce Brazil-Canada (“CAM-CCBC”) under its Rules, and the Rules’ provisions shall be an integral part of the Agreement.

The Arbitral Tribunal shall consist of three (3) arbitrators, appointed in accordance with the Rules of the CAM-CCBC.

The seat of arbitration shall be the city of São Paulo, Brazil.

The arbitration proceedings shall be conducted in Portuguese.

Applicable law: Brazilian law

14. MISCELLANEOUS

14.4. Assignment. The rights and obligations of the Customer under the Agreement, or any part thereof, may not be subcontracted to, or assigned by the Customer to a third party without Yango's prior approval. The Customer shall be responsible for confirmation of the existence of such approval.

The Customer expressly and irrevocably consents that (i) the rights and obligations of Yango under the Agreement, the entire Agreement or any part thereof may be assigned by the Contractor to Yango’s Affiliate upon notification, but without any approval by from the Customer; and (ii) upon any such assignment, all rights and obligations of Yango so assigned shall become rights or obligations of the transferee, that any rights of Yango so assigned may be enforced by the transferee against the Customer and Yango remains liable for obligations under the Agreement if the transferee defaults on them, and the Customer is entitled to terminate the Agreement without any liability by providing of a Written notice within (5) calendar days from the notification in case the Customer does not agree with the assignment; (iii) Yango may engage subcontractors as its reasonable discretion that may be advantageous to all Parties to perform its obligations under the Contract.

14.8. The MSA is made in English and Portuguese version. In case of discrepancy - the Portuguese version shall prevail.

CHILE

If you have entered into the Agreement with Modern Digital Solutions SpA (Chile) the following provisions shall prevail over general MSA terms.

1. DEFINITIONS

“Data Protection Laws” means any applicable law relating to data protection or the privacy of individuals applicable to the Parties, including without limitation, the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), GDPR as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time), the UK Data Protection Act 2018, the Swiss Data Protection Act 2020, the California Privacy Rights Act (CRPA), Chilean Law No. 19.628, modified by Law N° 21.719, including any subsequent amendments or regulations enacted from time to time.

4.4. Reporting.

4.4.2. Within fifteen (15) Business Days after the end of each Reporting Period Yango will send the invoice (Factura Electronica) issued in accordance with the regulations of Chile for the Services rendered during the corresponding Reporting Period.

The invoice (Factura Electronica) will be sent to the Customer's e-mail (billing address) as set forth in the Service Order. The invoice (Factura Electronica) shall be deemed received by the Customer the next business day after the day it was sent.

4.9. Taxes and other obligatory payments.

4.9.1. Each Party shall bear its own responsibility for calculation and payment taxes under applicable laws.

4.9.2. Fee due to Yango for the Services is subject to VAT in accordance with the Chilean tax legislation. For avoidance of doubt, the fee shall be paid by the Customer in full without deduction of any taxes, charges, fees, duties and(or) other payment. If the law requires the Customer to pay any other taxes, charges, duties and(or) other payments payable by Yango as an income recipient, then the total amount to be paid by the Customer shall be increased so as to make the net amount received by Yango equal to the amount calculated in accordance with Clause 4.2 of the MSA.

12. GOVERNING LAW. DISPUTE RESOLUTION

12.2. Dispute resolution.

12.2.1. In case of any dispute arising out of or in connection with the Agreement, the parties shall first in good faith endeavor to resolve such dispute by negotiation.

12.2.2. If the parties are unable to resolve the dispute within thirty (30) calendar days from the time either party give notice to the other party that the dispute has arisen, any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be resolved by a mixed arbitrator, appointed by mutual agreement of the parties, in accordance with the Arbitration Procedural Regulations in force of the Arbitration and Mediation Center of Santiago of the Santiago Chamber of Commerce A.G. The arbitrator shall be an arbitrator in law as to the merits but shall have the powers of an arbitrator ex aequo et bono as to procedure. In the absence of such agreement, the parties grant a special irrevocable power to the Santiago Chamber of Commerce A.G. so that, at the written request of either of them, it may appoint the mixed arbitrator from among the members of the arbitration body of the Santiago Arbitration and Mediation Center. The lack of agreement between the parties to appoint the arbitrator shall be presumed by the sole presentation, by any of them, of the aforementioned request. No remedy shall be available against the arbitrator's decisions, for which reason the parties expressly waive their right to such remedies. The arbitrator shall be specially empowered to resolve any matter relating to his competence, jurisdiction, or both.

14. MISCELLANEOUS

14.8. The MSA is made in English and Spanish version. In case of discrepancy - the Spanish version shall prevail.

MEXICO

If you have entered into the Agreement with MODERN INTERNET SOLUTIONS S. DE R.L. DE C.V. (Mexico) the following provisions shall prevail over general MSA terms.

1. DEFINITIONS

"Data Protection Laws” means any applicable law relating to data protection or the privacy of individuals applicable to the Parties (as defined below), including without limitation, the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), GDPR as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time), the UK Data Protection Act 2018, the Swiss Data Protection Act 2020, the California Privacy Rights Act (CRPA), and the Ley Federal de Protección de Datos Personales en Posesión de los Particulares 2010, and its regulation (“Mexican Data Protection Law”).

4.4. Reporting.

4.4.2. Within fifteen (15) Business Days after the end of each Reporting Period Yango will send the invoice (CFDI) issued in accordance with the regulations of Mexico for the Services rendered during the corresponding Reporting Period.

The invoice (CFDI) will be sent to the Customer's e-mail (billing address) as set forth in the Service Order. The invoice (CFDI) shall be deemed received by the Customer the next business day after the day it was sent

12. GOVERNING LAW. DISPUTE RESOLUTION

12.2. Dispute resolution.

12.2.1. In case of any dispute arising out of or in connection with the Agreement, the parties shall first in good faith endeavor to resolve such dispute by negotiation.

14. MISCELLANEOUS

14.8. The MSA is made in English and Spanish version. In case of discrepancy - the Spanish version shall prevail.

THE UNITED ARAB EMIRATES

If you have entered into the Agreement with Air Smart Advertising Solutions FZ-LLC (Dubai Media City, the UAE) the following provision shall prevail over general MSA terms.

4.4. Reporting.

4.4.2. Within seven (7) Business Days after the end of each Reporting Period Yango will send the invoice issued in accordance with the regulations of the United Arab Emirates and an Electronic Report for the Services rendered during the corresponding Reporting Period

The invoice and the Electronic Report will be sent to the Customer's e-mail (billing address) as set forth in the Service Order. The invoice and the Electronic Report shall be deemed received by the Customer the next business day after the day it was sent.

In case the Customer is a VAT registered company in the United Arab Emirates, it is the responsibility of the Customer to provide Yango with the Tax Registration Number (TRN) prior to the beginning of the Reporting Period to ensure that the invoice for the rendered Services contains the Customer’s TRN.

BOLIVIA

If you have entered into the Agreement with RideTech Bol S.R.L. the following provisions shall prevail over general MSA terms.

4.4. Reporting.

4.4.2. Within fifteen (15) Business Days after the end of each Reporting Period Yango will send the invoice (Factura Digital) issued in accordance with the regulations of Bolivia for the Services rendered during the corresponding Reporting Period.

The invoice (Factura Digital) will be sent to the Customer's e-mail (billing address) as set forth in the Service Order. The invoice (Factura Digital) shall be deemed received by the Customer the next business day after the day it was sent.

4.9. Taxes and other obligatory payments.

4.9.1. Each Party shall bear its own responsibility for calculation and payment taxes under applicable laws.

4.9.2. The fee due to Yango for the Services is subject to VAT in accordance with Bolivian tax legislation. For the avoidance of doubt, it is hereby clarified that the prices indicated in the invoices already include all taxes required by law, including VAT. The amount stated in the invoice will be the final total payable by the Client, expressed in Bolivian Pesos (BOB), and shall not be subject to any deduction for taxes, charges, fees, duties, and/or other payments.

12. GOVERNING LAW. DISPUTE RESOLUTION

12.2. Dispute resolution.

12.2.1. In case of any dispute arising out of or in connection with the Agreement, the parties shall first in good faith endeavor to resolve such dispute by negotiation.

14. MISCELLANEOUS

14.8. The MSA is made in English, Portuguese and Spanish version. In case of discrepancy - the Spanish version shall prevail.

Date of publication: 24 October 2025

Previous version: https://yango.com/legal/msa_terms/09072025/

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