Public offer on conclusion of a contract for the provision of fee-based advertising services by TUT BY MEDIA LLC

Public offer on conclusion of a contract for the provision of fee-based advertising services by TUT BY MEDIA LLC

Public offer on conclusion of a contract for the provision of fee-based advertising services on the Internet by

TUT BY MEDIA LLC

Approved by
Order No. 111-П/2013 dated December 30, 2013
with amendments, approved by Orders No. 114-П/2019 dated May 17, 2019, No. 55-П/2017 dated May 15, 2017, No. 68-П/2017 dated 15.06.2017, No. 87-П/2017 dated 11.08.2017, No. 192−18П/2018 dated 26.11.2018, No. 232-П/19 dated 03.10.2019, No. 239-П/19 dated 10.10.2019, No. 291-П/19 dated 29.11.2019, No. 100-П/2020 dated 24.04.2020, No. 190-П/2020 dated 02.09.2020, No. 261-П/2020 dated 17.11.2020.

This Public offer on conclusion of a contract for the provision of fee-based advertising services (hereinafter referred to as the “Contract”) determines the procedure for the provision of advertising services, as well as mutual rights, obligations and the relationship between TUT BY MEDIA Limited Liability Company, hereinafter referred to as the “Contractor”, represented by Director General Chekina Lyudmila Yuryevna, acting on the basis of the Articles of Association, and the consumer of services, hereinafter referred to as the “Customer”, who has accepted a public offer on conclusion of this Contract.

1. Definitions used in this Contract
1.1. The terms and definitions used in this Contract are used in the following meaning:
Advertising services – services for the creation of advertising materials for their further placement on the Internet using the software developed with the participation of the Contractor tut.by and/or tam.by and/or rebenok.by and/or belarusfeed.com and/or services on placement of advertising materials on the Internet using the software developed with the participation of the Contractor tut.by and/or tam.by and/or rebenok.by and/or belarusfeed.com;
Internet resources of the Contractor – the software developed with the participation of the Contractor tut.by and/or tam.by and/or rebenok.by and/or belarusfeed.com;
Advertising materials - any advertising information (banners, hypertext links, press releases, articles, etc.) created by the Contractor for further posting on the Internet on the Internet resources of the Contractor, or provided by the Customer for its posting on the Internet on the Internet resources of the Contractor;
Banner advertising (banners) - information of an advertising nature, presented in the form of a graphic image of a certain size (resolution).

2. Subject of the Contract

2.1. The Contractor undertakes, on behalf of the Customer, to provide advertising services, in particular, services for creation of advertising materials for their further placement on the Internet on the Internet resources of the Contractor and/or services for placement of advertising materials on the Internet on the Internet resources of the Contractor (hereinafter referred to as the text “Advertising services”), and the Customer undertakes to accept the Advertising services provided by the Contractor, and pay for them in the manner and on the terms specified herein.

2.2. The Contractor has the right to involve third parties that are necessary to enable the provision of Advertising services stipulated herein.

2.3. The list of Advertising services that should be provided under this Contract, the period for the provision of Advertising services and other terms determining the procedure for the provision of Advertising services, as well as other information essential for the provision of Advertising services, are indicated in the request for payment of the Advertising services ordered by the Customer (invoice or confirmation of payment), issued by the Contractor for payment by the Customer, in the manner prescribed by this Contract.

3. Procedure for the Contract conclusion

3.1. This Contract is a public contract (Article 396 of the Civil Code of the Republic of Belarus), in accordance with which the Contractor undertakes to provide Advertising services in relation to an indefinite number of persons (Customers) who have applied for the specified Advertising services.

3.2. The publication (placement) of the text of this Contract on the website at the following address: http://www.tutby.com/agreements/ is a public offer of the Contractor addressed to an indefinite circle of persons on conclusion of this Contract (clause 2, article 407 of the Civil Code of the Republic of Belarus).
3.3. The conclusion of this Contract is made by joining the Customer to this Contract, i.e. through the acceptance by the Customer of the terms of this Contract as a whole, without any conditions, exceptions and reservations (Article 398 of the Civil Code of the Republic of Belarus).

3.4. The fact of acceptance by the Customer of the terms of this Contract is the payment by the Customer for the Advertising services ordered by him/her in the manner and on the terms determined by this Contract (clause 3 of Article 408 of the Civil Code of the Republic of Belarus), or Customer actions that indicate his/her agreement with the terms of this Contract, including, but not limited to, sending (including by e-mail) an application for the provision of Advertising services and/or advertising material for its placement, booking an advertising platform on the Contractor’s website, providing a letter of guarantee, payment for Advertising services, signing of the act of service acceptance, etc.

This Contract, subject to the procedure for its acceptance, is considered concluded in a simple written form (clause 2, clause 3 of article 404 and clause 3 of article 408 of the Civil Code of the Republic of Belarus).

4. Rights and obligations of the parties

4.1. The Contractor undertakes to:

4.1.1. provide the customer with Advertising services in the amount and within the terms agreed by the parties to this Contract (hereinafter referred to as the “Parties”) and specified in the request for payment of the Advertising services ordered by the Customer (invoice or payment receipt) issued by the Contractor for payment by the Customer;

4.1.2. ensure the confidentiality of the information provided by the Customer, except for the cases when the provision of access to such information for third parties is a necessary condition for the provision of Advertising services, or is mandatory due to the requirements of the legislation of the Republic of Belarus.

4.2. The Contractor has the right:

4.2.1. to suspend or terminate the provision of Advertising services or terminate this Contract unilaterally, if the Customer fails to perform his/her obligations under this Contract;

4.2.2. to delete any information of the Customer posted on the Internet resources of the Contractor, if the Customer does not pay for the ordered Advertising Services;
4.2.3. to refuse the Customer in placement of Advertising materials on the Internet resources of the Contractor, if the Contractor considers that the nature or content of these materials violates the current legislation of the Republic of Belarus, is offensive, violates the rights and legitimate interests of other persons or contradicts this Contract, the requirements of the Contractor for advertising;

4.2.4. to store information about all connections of the Customer to the information and technical resources of the Contractor, including IP addresses, cookies and addresses of the requested pages, if such information was obtained during the provision of Advertising services;
4.2.5. not to accept for consideration the Customer’s claims submitted with the missing deadlines, during which such claims may be presented (clause 4.3.6 hereof);

4.2.6. to make planned or unplanned changes to the technical characteristics and parameters of software and hardware means involved in the provision of Advertising services, if such changes are aimed at support of the operability of software and hardware means or at the improvement of their functioning, including with a temporary (up to two days) suspension of provision of Advertising services;

4.2.7. to use information about the progress of the Customer’s advertising campaign (in terms of the provision of Advertising services by the Contractor) in his/her portfolio, including provision of third parties with information about the results of the advertising campaign, about its impact on the business of the Customer, mentioning the brand name, trademarks in their Advertising materials (service marks) of the Customer, as well as the image of such trademarks (service marks) and reviews of the Customer and/or his/her employees.

4.3. The Customer undertakes:

4.3.1. to comply with the terms of this Contract, as well as to pay the Contractor for the ordered Advertising Services in the manner, amount and within the timeframes specified in this Contract;

4.3.2. to timely provide the Contractor with the necessary Advertising materials in accordance with the requirements presented on the website at the following address: http://www.tutby.com/requirements/;

4.3.3. to have positive opinions from authorized bodies in the case of advertising goods (works, services), for which it is necessary to obtain appropriate permits (medicines, medical services, employment or study abroad, etc.);
4.3.4. not to carry out activities within the framework of the provided Advertising services to any extent aimed at:

a) disruption of network security;

b) disfunction of software and hardware means on the Internet;

c) organization of network attacks on any resources accessible via the Internet;

d) organization of mass mailings of advertising and other nature (spam), except cases when such mailing was initiated by the recipients themselves or carried out with their prior consent;

e) placement and distribution of information, the content of which contradicts the legislation of the Republic of Belarus or the norms of international law;
4.3.5. to ensure the safety and confidentiality of the service information received from the Contractor (links, access names and passwords, mobile phone numbers of the Contractor’s specialists, etc.);

4.3.6. in case of claims against the Advertising services provided by the Contractor, to notify the Contractor in writing within twenty-four hours from the moment when the Customer became aware or should have become aware of non-performance or improper performance by the Contractor of its obligations under this Contract;

4.3.7. in case of presentation of claims to the Contractor by third parties, to provide the Contractor with documents and other evidence confirming the copyright of the Customer to the Advertising materials;
4.3.8. if necessary, to cancel the reservation for the placement of Advertising materials previously agreed with the Contractor, make such a cancellation no less than ten calendar days before the start of the planned placement of advertising materials under this reservation;
4.3.9. in case of a change in the e-mail address of the Customer specified in the request for payment for the Advertising services ordered by the Customer, to inform the Contractor about the new e-mail address by sending an official letter within 5 (five) business days.

4.4. The Customer has the right to:
4.4.1. demand from the Contractor the proper provision of Advertising services;
4.4.2. terminate this Contract in case of:

a) non-performance or improper performance by the Contractor of its obligations to provide Advertising services hereunder;

b) disagreement with the amendments and/or additions made by the Contractor to this Contract (in the manner specified in clause 11.5. hereof).

4.5. The Contractor has the right, at its discretion, to start/continue the provision of Advertising services to the Customer, despite the Customer’s failure to provide the performance of his/her obligation to pay for Advertising services (clause 5.3. hereof) provided by this Contract (clause 5.3. of this Contract) and the absence, in the cases provided by this Contract, of the Customer’s written notification on termination of the contract or suspension (termination) of the provision of Advertising services received by the Contractor, provided that the Customer is obliged to pay for Advertising services as soon as possible, but in any case no later than 5 (five) calendar days from the date the Contractor sends the corresponding request (notification) to the Customer about payment for Advertising services.

5. Cost of services, terms and procedure for payment for services
5.1. The cost of Advertising services provided under this Contract is determined on the basis of the volume, nature and duration of the ordered Advertising services by the Customer in accordance with the price lists approved by the Contractor, which are valid immediately at the time of the request for payment for the ordered Advertising services.

When paying, the cost and currency of obligations is considered agreed by the Parties. The payment currency corresponds to the currency in which the obligations are expressed.

The cost of the Contractor’s Advertising services provided to Customers-residents of the Republic of Belarus does not include VAT. The Contractor is exempt from VAT on the basis of paragraph 3, clause 27, Chapter 5 of the Regulations on the High-Tech Park, approved by the Decree of the President of the Republic of Belarus No. 12 dated 22.09.2005 “On the High-Tech Park”.

The cost of the Contractor's Advertising services provided to Customers-non-residents of the Republic of Belarus, with the exception of residents of the Russian Federation, does not include VAT.

The cost of the Contractor's Advertising services provided to Customers-residents of the Russian Federation includes VAT rate of 20%. The Contractor independently calculates and pays VAT on the territory of the Russian Federation in accordance with Article 174.2. of the Tax Code of the Russian Federation.

The cost of Advertising services does not include any other taxes not specified above in this clause of the Contract, and is transferred by the Customer-non-resident of the Republic of Belarus in full, without withholding any taxes, fees and other payments in accordance with the legislation of the country of the Customer-non-resident of the Republic of Belarus.

In the event that the tax legislation of the country of the Customer-non-resident of the Republic of Belarus involves the payment of any other taxes and fees, not specified above in this clause of the Contract, to the budget of this country, the Customer-non-resident of the Republic of Belarus undertakes to do this independently and at his/her own expense.
5.2. The price lists that were in force immediately at the time of the request for payment for the ordered Advertising services are an integral part of this Contract.

5.3. The Customer, on the basis of the request made by the Contractor for payment of the ordered Advertising services, is obliged to pay them in the order of 100% prepayment within five working days from the date of its issuance.

5.4. Payment for the ordered Advertising services without receiving confirmation from the Contractor about the possibility of providing Advertising services (by submitting a request to pay for the ordered Advertising services) is not allowed.
5.5. Customers, who are legal entities, pay for the ordered Advertising services by wire transfer of funds to the account of the Contractor in accordance with the data and details specified in the invoice issued by the Contractor.

At the same time, the Customers must indicate in the payment order for payment of Advertising services in the purpose of payment the number and date of the invoice issued by the Contractor, on the basis of which the payment for Advertising services is made.

Payment for the bank’s services for the transfer of funds under the Contract shall be made at the expense of the Customer.

Obligations to pay for Advertising services are considered performed by the Customer in full from the moment the full amount specified in the invoice is received to the Contractor’s account indicated in the invoice.
5.6. Customers, who are individuals, after agreeing on all issues related to advertising placement, pay for the ordered Advertising services by bank or postal transfer of funds to the account of the Contractor, indicating the following details:

Payment recepient

TUT BY MEDIA LLC

UNP 191104626

Bank details

current account BY60PJCB30120536481000000933
BIC PJCBBY2X, in Priorbank Banking Services Center 113,
220030, Minsk, 13 Komsomolskaya Street

Purpose of payment

Payment for services under the Public contract for the provision of fee-based advertising services on the Internet.

6. Procedure for the acceptance of Advertising services

6.1. The provision of Advertising services under this Contract for Customers-residents of the Republic of Belarus, which are legal entities or individual entrepreneurs, as well as for Customers-non-residents of the Republic of Belarus, which are legal entities, individual entrepreneurs or other business entities in accordance with the legislation of the country of residence of the Customer, is confirmed by the Act on the provision of Advertising services.

If the term for the provision of the Advertising service does not exceed one month, the date of drawing up the Act on the provision of Advertising services (the date of the provision of services) is the last calendar day of the month of the beginning of the provision of the service and (or) the day of completion of the provision of the service.

If the term for the provision of the Advertising service exceeds one month, the Acts on the provision of services are drawn up by the Contractor on a monthly basis; the dates of drawing up the Acts on the provision of advertising services (the date of the provision of services) are the last calendar day of each month of the provision of the service and the last day of the provision of the service.
6.2. In accordance with paragraph 2,part 2, clause 20, Chapter 4 of the Regulations on the High-Tech Park, approved by the Decree of the President of the Republic of Belarus No. 12 dated 22.09.2005 “On the High-Tech Park”, the Customer-non-resident of the Republic of Belarus (legal entity, individual entrepreneur, other business entity) confirms and agrees that the Act on the provision of advertising services in accordance with this Contract can be drawn up by the Contractor unilaterally.

The Contractor, acting at his own discretion, may draw up an Act on the provision of advertising services in a simple written form on paper and send the signed Act on the provision of advertising services by mail or by personal delivery to the representative of the Customer-non-resident of the Republic of Belarus.

If it is necessary for a Customer-non-resident of the Republic of Belarus to receive an Act on the provision of advertising services in paper form, the Customer, no later than 30 (thirty) calendar days from the date of rendering the service, should send an official letter to the Contractor about such a need, indicating the number and date of the Act or the period for which it should be provided.
6.3. In accordance with the Resolution of the Ministry of Finance of the Republic of Belarus dated 12.02.2018 No. 13 “On the sole compilation of primary accounting documents and invalidation of the Resolution of the Ministry of Finance of the Republic of Belarus dated 21.12.2015 No. 58”, the Customer-resident of the Republic of Belarus, who is a legal entity or an individual entrepreneur, confirms and agrees that the Act on the provision of advertising services in accordance with this Contract can be drawn up by the Contractor unilaterally.
The Contractor draws up a sole Act on the provision of advertising services in electronic form, signs with an electronic digital signature (hereinafter - EDS) and sends it to the Customer within 10 (ten) calendar days from the date of drawing up the Act on the provision of advertising services via the information system “Electronic documents and invoices”, which can be accessed by the Customer using the Internet resource www.edn.by (hereinafter - IS ED&I).

Customers-residents of the Republic of Belarus, who are legal entities and individual entrepreneurs, have the right to send an application for the Contractor for drawing up a bilateral Act on the provision of advertising services. This application is sent by the Customer to the Contractor by mail (e-mail) and should be received by the Contractor no later than 10 (ten) calendar days before the date of drawing up the Act in accordance with clause 6.1. hereof. If the Customer misses the specified period, the Act on the provision of advertising services may be drawn up by the Contractor unilaterally.
In case of timely receipt of such an application from the Customer, the Contractor draws up an Act on the provision of advertising services in electronic form, signs with an EDS and sends it to the Customer within 10 (ten) calendar days from the date of drawing up the Act on the provision of advertising services via IS ED&I.

The Customer is obliged to sign the Act in electronic form with an EDS within 5 (five) working days from the date of sending the Act by the Contractor, or submit to the Contractor motivated objections to signing it within the same period via IS ED&I.
If the Customer does not sign with an EDS the Act within the specified period and the Contractor does not receive motivated objections to its refusal to sign it through the IS ED&I, the Act is considered accepted by the Customer, advertising services provided by the Contractor in a proper manner and accepted by the Customer, and also considered as the full and unconditional consent of the Customer that the Advertising services are provided by the Contractor in a timely manner, in full and in a proper manner.
The Contractor, acting at his/her own discretion, can draw up an Act on the provision of advertising services in a simple written form on paper and send the signed Act on the provision of advertising services by mail or by personal delivery to the Customer’s representative.

If it is necessary for the Customer to receive an Act on the provision of advertising services in paper form, the Customer, no later than 30 (thirty) calendar days from the date of provision of the service, should send an official letter to the Contractor about such a need, indicating the number and date of the Act or the period for which it must be provided.

The provision of Advertising services under this Contract for Customers who are individuals is confirmed by the fact that the Customer has consumed the services rendered to him/her and the absence of claims for the Advertising services rendered by the Contractor within 14 calendar days from the date of commencement of the provision of Advertising services.

7. Liability of the parties
7.1. For non-performance or improper performance of its obligations under this Contract, the guilty Party shall be liable in accordance with the current legislation of the Republic of Belarus, taking into account the specific features established by this Contract.

7.2. If the Customer cancels the reservation, previously agreed with the Contractor, for the placement of Advertising materials less than ten calendar days before the start of the planned placement of Advertising materials under this reservation, as well as in case of failure to provide (untimely provision) of the necessary Advertising materials for their placement according to the reservation, previously agreed with the Contractor, the Customer shall pay to the Contractor a penalty in the amount of 20 (twenty) percent of the tariff cost of the Advertising services, which should have been provided according to this reservation.
7.3. If the Customer does not pay for the Advertising services of the Contractor within the time specified in this Contract, at the request of the Contractor, the Customer undertakes to pay a penalty at the rate agreed by the Parties of 0.5% of the cost of Advertising services unpaid on time for each day of delay in payment, starting from the tenth calendar day from the beginning of the provision of Advertising services and ending with the day of payment.

7.4. The Contractor has the right, at its discretion, to apply penalties to the Customer provided in clauses 7.2., 7.3. hereof, by means of a corresponding reduction in the amounts of discounts due to this Customer for the payment of Advertising services, exposed in the subsequent reporting calendar months.
7.5. The Contractor is exempt from liability for losses incurred explicitly or indirectly by the Customer as a result of full or partial consumption or lack of the possibility of consumption of the Advertising services in the following cases:
7.5.1. if losses are caused in connection with the replacement, repair or adjustment of equipment, software or other work caused by the need to maintain operability or improve the software and hardware of the Contractor, subject to prior notification of the Customer at least one day in advance;

7.5.2. if losses are caused as a result of actions or inaction of third parties, or due to the inoperability of telecommunication channels, data transmission networks, information resources or services, as well as accidents (malfunctions) in power electrical or computer networks that are outside the Contractor's own resources, or the functioning of which he/she does not have the ability to influence;
7.5.3. if losses are caused due to the presence of errors or malicious components in the software used on the Contractor’s servers or other servers on the Internet, as well as in the software used by the Customer;

7.5.4. if losses are caused due to the Customer’s failure to comply with the confidentiality of his/her credentials or other information of closed nature, as well as due to unauthorized access by third parties to the technical or Internet resources of the Customer.
7.6. The Contractor is not responsible for the content of the Advertising materials provided by the Customer, as well as for the content of information posted on the Customer’s information resources.

7.7. The Contractor is not responsible and does not give any explicit or implicit guarantees (including guarantees of observance of rights or suitability for specific purposes) for any information, product or service distributed by the Customer or third parties via the Internet, including if they are posted, offered or distributed on the own Internet resources of the Contractor.
7.8. The parties to this Contract unconditionally agree that the maximum amount of losses that can be recovered from the Contractor is limited to the amount of Advertising services paid by the Customer, the failure to perform or improper performance of which resulted in the infliction of losses.
7.9. The limitation of the Contractor’s liability provided in clause 7.5 hereof cannot be applied in cases when:

7.9.1. the amount of liability for this type of obligations or for this violation is determined by the legislation of the Republic of Belarus;

7.9.2. non-performance or improper performance by the Contractor of its obligations hereunder is a consequence of its direct intent.
7.10. The Customer is solely responsible for any actions taken by him/her in the process of using the Internet, Internet resources or services of the Contractor, as well as for the consequences of such actions.

7.11. The Customer is solely responsible for any, including unauthorized, actions of third parties that occurred due to the Customer’s failure to comply with the confidentiality of his/her credentials or other information of closed nature, as well as for the consequences of such actions.
7.12. The Customer is solely responsible for possible violations of copyright, trademarks, lack of approval of Advertising material in state bodies if such approval is required, as well as compliance with other norms of the legislation of the Republic of Belarus related to the fact of placing the Customer’s Advertising materials on the Internet on the Internet resources of the Contractor.

7.13. The Customer reimburses the Contractor for any losses incurred by the Contractor in connection with the placement on the Internet resources of the Contractor of the Customer’s Advertising materials, the content of which contradicts the legislation of the Republic of Belarus.

8. Force majeure

8.1. The Parties are exempt from liability for partial or complete failure to fulfill their obligations under this Contract, if this was the result of force majeure that arose after the conclusion of this Contract as a result of extraordinary events that the Parties could neither foresee nor prevent by reasonable measures.
8.2. Force majeure includes events that a Party cannot influence and for the occurrence of which it is not responsible, such as: war, insurrection, strike, earthquake, flood, fire, severe weather conditions or other natural disasters, government regulations, orders (decrees) of state bodies and officials, laws and other normative acts of the competent authorities, adopted after the acceptance of this Contract and making it impossible to fulfill the obligations established by this Contract, as well as actions of state or local government and administrative bodies or their representatives, preventing the fulfillment of the terms of this Contract, and other unforeseen circumstances, including malfunctions in the urban electric network, technical problems at transit nodes of the Internet and other disruptions in the functioning of data transmission networks outside the sphere of influence of the Parties, but not limited to the above.
8.3. In the event of force majeure that prevent the performance of obligations under this Contract, the period for the Parties to perform such obligations is postponed in proportion to the duration of such circumstances, as well as the time required to eliminate their consequences, but not more than sixty calendar days.

8.4. If force majeure continues for more than the period specified in clause 8.3 hereof, or when, upon their occurrence, it becomes obvious to both Parties that the circumstances will be valid for more than this period, the Parties undertake to discuss the possibilities of alternative ways of executing this Contract or its termination without compensation for losses.

9. Notices and notifications
9.1. The Parties recognize the legal force of documents, notices and notifications received via facsimile communication, e-mail, IS ED&I and other means of communication, which make it possible to reliably determine that the document comes from the sending Party, along with documents, notices and notifications executed in simple writing form on paper. At the same time, documents sent via facsimile communication, e-mail, have legal force, with the obligatory provision within 30 (thirty) calendar days from the moment of their sending either original documents in simple written form on paper or documents in electronic form using IS ED&I.
9.2. The Parties acknowledge the legal force of documents, in particular, invoices, Acts of provided Advertising services, drawn up in electronic form, signed with an EDS and transferred via IS ED&I.
9.3. In order to use IS ED&I for the exchange of documents in electronic form, as well as to use the e-mail as a means of communication for the exchange of documents, notices and notifications, the Parties consider the e-mail address of the Customer specified in the request for payment of the Advertising services ordered by the Customer as appropriate. In any case, payment for the ordered services by the Customer means that the Customer confirms the accuracy and relevance of the information contained in the payment request.

The Customer independently bears all the risks of informing the Contractor of an inaccurate and irrelevant email address when placing an order for Advertising Services. Documents, notices and notifications sent by the Contractor to the Customer’s e-mail address specified in the request for payment for the Advertising services ordered by the Customer are considered delivered to the Customer in the proper form.
9.4. The Parties are obliged to timely check the correspondence arriving at their e-mail addresses. All risks associated with the occurrence of adverse consequences due to non-compliance with this requirement are borne by the Party that committed such a violation.

The Contractor, at its sole discretion, may draw up documents, notices and notifications, including those specified in clause 9.2. hereof, in simple writing form on paper. At the same time, the Parties agree that when drawing up primary accounting documents, the Contractor is allowed to use facsimile reproduction of the signature using mechanical or other copying means, electronic digital signature or other analogue of a handwritten signature in accordance with paragraph 7, clause 20 of the Regulation on the High-Tech Park approved by the Decree of the President of the Republic Belarus No. 12 dated 22.09.2005 “On the High-Tech Park”.

10. Contract validity period and its termination procedure
10.1. This Contract shall be deemed concluded from the moment the funds paid by the Customer for the Advertising services ordered by the Customer are credited to the Contractor’s account in accordance with the request for payment for the ordered Advertising services.

10.2. This Contract is valid until the Parties perform their obligations in full.
10.3. This Contract may be terminated:

10.3.1. by agreement of the Parties;

10.3.2. unilaterally at the initiative of the Contractor in accordance with clause 4.2.1 hereof;

10.3.3. unilaterally at the initiative of the Customer in accordance with clause 4.4.2 hereof.
10.4. The Customer unconditionally agrees that in the event of termination of this Contract in accordance with clause 10.3.1 or clause 10.3.2 hereof, he/she loses the right to demand from the Contractor the return of any amounts paid for Advertising services, even if the term of these Advertising services has not yet expired.

11. Procedure for the introduction of amendments and additions to the Contract
11.1. Amendments and/or additions to this Contract are made unilaterally by the decision of the Contractor.

11.2. Amendments and/or additions made by the Contractor to this Contract on its own initiative shall enter into force no earlier than the next day after their publication on the Contractor’s official website at the following address: http://www.tutby.com/agreements.
11.3. Amendments and/or additions made by the Contractor to this Contract in connection with changes in legislation come into force simultaneously with the entry into force of changes in these acts of legislation.

11.4. The text of amendments and/or additions to this Contract, or its new version, is brought to the public by the Contractor by placing (publishing) the relevant information on the official website of the Contractor at the following address: http://www.tutby.com/agreements.
11.5. In case of disagreement with the amendments and/or additions made, the Customer has the right, within 10 working days from the date of entry into force of the amendments and/or additions, to terminate this Contract in accordance with clause 4.4.2. hereof by notifying the Contractor about it in writing.

11.6. Any written notice to the Customer, drawn up on paper, about disagreement with the amendments and/or additions made, or about non-joining to the new version of this Contract or refusing to comply with its terms, is also recognized as a notice of termination of this Contract.
11.7 The Parties unconditionally agree that silence (absence of written notifications of termination of this Contract, or disagreement with certain provisions of this Contract, including a change in the price list for Advertising services) is recognized as consent and joining of the Customer to the new version of this Contract (clause 3 Article 159 of the Civil Code of the Republic of Belarus).

12. Dispute settlement procedure
12.1. The Parties undertake to settle all disputes and disagreements related to this Contract through negotiations.

12.2. If the Parties fail to settle all disputable points in the manner prescribed by clause 12.1 hereof, all disputes arising from this Contract, including those related to its conclusion, change, termination, execution, invalidity shall be resolved in court in accordance with the legislation of the Republic of Belarus. The applicable law is the law of the Republic of Belarus.

13. Miscellaneous
13.1. The Parties unconditionally agree that this Contract is concluded at the address of the Contractor’s office.

13.2. By concluding this Contract, the Customer thereby declares that:

13.2.1. he/she guarantees that he/she has all the necessary rights to the works that are part of the Advertising materials, and that the Advertising materials provided by him/her for the placement do not contradict the legislation of the Republic of Belarus, do not violate the rights and legitimate interests of third parties (personal, property, copyright), do not cause damage to their honor and dignity and do not contain illegal materials;
13.2.2. the Advertising materials provided by him/her are not encumbered with the rights of third parties and with the authors (performers) of the works forming a part of the Advertising materials, appropriate agreements have been concluded, according to which he/she paid remuneration for all types of use of their works, and that the authors (performers) permit the use of works forming a part of the Advertising materials, without specifying the names of the authors (performers);
13.2.3. the information provided by him/her when placing an order for the provision of Advertising services is complete, true and accurate;

13.2.4. he/she realizes and agrees that some of the information he/she provided when placing an order for the provision of Advertising services may be available to third parties, due to the requirements of the legislation of the Republic of Belarus.
13.3. If any of the terms of this Contract becomes invalid, is declared illegal, or is excluded from this Contract, this does not entail the invalidity of the remaining terms of this Contract, which will remain valid and are binding on all Parties.

13.4. All issues not regulated by this Contract are resolved in accordance with the current legislation of the Republic of Belarus, as well as the local regulatory documents of the Contractor, subject to their compliance with the current legislation of the Republic of Belarus.

14. Details of the parties

14.1. The Parties unconditionally agree with the Customer’s details specified in the request for payment for the Advertising services ordered by the Customer.

14.2. Contractor’s details:

TUT BY MEDIA LLC

UNP 191104626

Location, postal address and contact numbers

Republic of Belarus, 220089, Minsk, 57 Dzerzhinskogo Avenue, 9 floor, room 41-3
+375 17 336-91-00
+375 17 336-91-05 fax
ads@tutby.com

Bank details

For payments in BYN

current account BY60PJCB30120536481000000933
BIC PJCBBY2X, in Priorbank Banking Services Center 113,
220030, Minsk, 13 Komsomolskaya Street

For payments in RUB

TIN for Russian Federation 9909517868
Tax Registration Reason Code for Russian Federation 997789001
current account BY11ALFA30122600640010270000
Alfa-Bank CJSC of Minsk, 9 P. Mstislavtsa Street, SWIFT ALFABY2X
к/с 30111810100000000221 in Alfa-Bank JSC of Moscow, Russian Federation, BIC 044525593 TIN 7728168971  

For payments in EUR

current account BY78ALFA30122600640030270000
Alfa-Bank CJSC of Minsk, 9 P. Mstislavtsa Street, SWIFT ALFABY2X
Асс. 400886919000EUR with COMMERZBANK AG, Frankfurt/Main, Germany

SWIFT COBADEFF

For payments in USD

current account BY93ALFA30122600640020270000 in Alfa-Bank CJSC of Minsk, 9 P. Mstislavtsa Street, SWIFT ALFABY2X
Асс. 04412133 with DEUTSCHE BANK TRUST COMPANY AMERICAS, NEW YORK, USA    SWIFT BKTRUS33.