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Public Offer Contract for rendering advertising services Moscow, Russia 01 August, 2008 A limited liability company "YurAudit" Ltd. (the Russian Federation), in the person of its director Shatlovoy Svetlana Yurevny, acting on the ground of the Articles, hereinafter referred to as "Company" concludes the present Contract (hereinafter referred to as "Contract"), being the public contract-offer, in conformity with item 435 and þ.2. Item 437 of the Civil code of the Russian Federation on conditions specified below with any physical or legal person who will accept the present offer (further - "Client") by implementing actions confirming the acceptance of conditions of the present Contract. 1. Terms and definitions For purposes of the present Contract, the terms and definitions given below are interpreted as follows: Internet Network- is the world global computer network of general access; Internet-Resource is the set of integrated hardware and software means and information intended to be published on the Internet and displayed in certain text, graphic or sound forms. The Internet-resource is accessible to Internet Users by means of a domain name and Uniform Resource Locator - the unique electronic address, which provide access to the information and the hardware-software complex. Visitor or Unique visitor is a browser belonging to user that is installed on a definite computer and recognized by the statistics system; Internet-page is a component of the Internet-resource, which represents a HTML-file. It can contain a text, an image and other elements. A Hyperlink is an element in the HTML-document, providing the move to any Internet-resource. Advertising position is a place with advertising materials on the Internet-page. Advertising materials - any text, graphic, audio-, video- and mixed materials of advertising character, namely: • Graphic block - a static, animated, interactive, video, etc. graphic block of a definite size and format; • Text block - a formatted text included in the Internet-page; • Text-graphic block - the advertising block consisting of a formatted text and a graphic representation; • Banner - a graphic image placed on the Internet-page that has Hyperlink to another (advertised) page; • Partner’s Card - text information placed by the Client himself by means of the login and the password received at registration that contains the authentic list of given services. The placement of advertising materials is technical placement of Advertising materials of the Client on the Internet-resource made by the Company, taking into consideration Media-parameters of placement. Media-parameters are the conditions of placement of the Advertising materials, including: • Addresses of the Internet-pages with Advertising positions; • the description of the placement of Advertising positions on the corresponding Internet-pages; • Quantity/frequency of displays and (or) duration of placement of Advertising materials on corresponding Advertising positions; • Other parameters of placement of Advertising materials on corresponding advertising positions. Display is the representation of Advertising materials on an Internet-page. Move is the move of the User from the Internet-page showing Advertising materials using the Hyperlink included. Targeting is display of Advertising materials only to a certain circle of Users (a target audience). User is a visitor of information resources in the Internet. Site is a web-site, a set of integrated hardware-software and technical means as well as the information of the Customer designated for the public in the Internet and displayed in definite text, graphic, sound and other forms. Site Administration System is a set of integrated software means used by the Customer to publish information in the Internet. The Offer is the present document “The Offer on granting advertising services ", published in the Internet on the address: http: // fsewt.com Publication is placement of the document for free access in the Internet on the address specified in the Offer. Acceptance of the Offer is full and unconditional acceptance of the Offer by means of realizing the actions specified in the present contract. The acceptance of the Offer creates the Contract -Offer. The Client is the person who has accepted the Offer. In the Contract the terms which have not been identified in section 1 can be used. In this case the interpretation of such a term is made according to the text of the present Contract. In case of the absence of unequivocal interpretation of the term in the text of the present Contract one should use the interpretation of the term defined on the Internet-resource in the first place or formed on the Internet in the second order. 2. Subject of the contract 2.1. Under the Subject of the Offer one should understand return services rendered to the Client under conditions of the contract-offer. 2.2. The Client charges, and the Company undertakes obligations to render services to the Client displaying the Client’s Advertising materials in the Internet network according to the conditions of the present Contract. 2.3. The List of rendered services is integral part of the present Contract containing prices of services rendered by the Company. 2.4. The Company reserves the right to change the cost of the services, notifying the Client sending him a corresponding agreement on services’ price of services 14 calendar days prior to their introduction. 2.5. The cost of located Advertising Material should not be changed prior to termination of the agreed period of Advertising Material location paid by the Client. 3. Conclusion of the Contract. 3.1 If the Client agrees with conditions of the present Contract and accepts all its conditions, the Client accepts conditions of the offered Contract by accomplishing registration procedure as the Company’s Client and/or paying the submitted invoice and performing actions specified on the Site of the corresponding Project. Accomplishing registration procedure and implementing the actions specified on the Site of corresponding Project means full and unconditional acceptance by the Client of the Company’s offer to conclude the present Contract and the Client’s entering into contractual relations with the Company. 3.2. To start the work, the Subscriber should register at the office or on the Site of corresponding Project of the Company and make his first payment. A unique identification name (login) and password are assigned to the Client at the moment of registration. The Services can be accessed only after receipt of the Client’s payment to the Company’s direct account. If there comes no initial payment within 30 days since the moment of user’s registration, the Contract is considered automatically terminated and void, and all the information on access details of the given Client is eliminated from the billing system of the Company. 3.3. Upon the Client’s written requirement the Company can issue a hard copy of the present Contract signed by the Parties, equally valid as the present public Contract. 3.4. In case if the Client, a legal entity, needs a paper copy of the Contract signed by the Company, the Client should send two copies of this Contract signed by him, with filled in Client’s address to the address: 656002, Russian Federation, the city of Barnaul, Altai territory, Kalinin 6 "A" ofice.205. Having received the Contract signed by the Client, the Company signs it and mails back to the Client one copy of the Contract. The Subscriber can find a confirmed text of the Contract in Microsoft Word format on the server: http://www.fsewt.com/doc/offer1e.doc. In case if the Client, a physical person, needs to sign the Agreement with the Company on his consent with the Contract Offer to register any Service, c the Client should send two copies of this Contract signed by him with filled in complete Client’s passport data and the address: 656002, Russian Federation, the city of Barnaul, Altai territory, Kalinin 6 "A" ofice.205. Having received the Contract signed by the Client, the Company signs it and mails back to the Client one copy of the Contract. The Subscriber can find a confirmed text of the Contract in Microsoft Word format on the server: http://www.fsewt.com/doc/offer1e.doc. 3.5. The Company renders services exclusively to the Client and on the following conditions: • For which the Company confirmed its possibility to render services to the Client, although the Company reserves the right to deny rendering services to the Client on its own discretion. Confirmation or denial of possible rendering services is e-mailed or faxed to the Client’s fax/e-mail specified in the service Order, within two working days since the date of receiving the order in the written or oral form; • If the Client has accepted the Offer; If the Client has completely paid the Order in advance according to invoice. 4. Requirements to the Advertising Materials 4.1. The company denies Advertising materials, which: • Declare inequality of people by sex, race, nationality, confession, social status and property status; • Contains offensive and/or pornographic contents, induce panic or provoke violence; • Mislead the user, including doubtful data on the goods/service; • Do not suit the requirements of existing legislation of the Russian Federation, including "the Law on Advertising". 4.2. Advertising materials should correspond to the content of the Internet page they refer to. The User should have a possibility to buy goods or order services directly from this Internet page of the Client’s Internet resource, or receive complete information on all the essential conditions of purchasing goods or service: the price, delivery conditions, the address and phone of the Client. 4.3. The company does not recommend to use in Advertising materials superlative degrees of adjectives and comparison with competitors. If comparison is used, the Hyperlink linked to the Advertising material should direct to the Internet page of the Client where this information is confirmed by research performed by third parties. 4.4. The company does not recommend to include provocative, doubtful, ambiguous, menacing, tart statements in Advertising materials. However, if the Client does it, the same statement in the same formulation should be located on the Internet page of the Client linked to the Hyperlink from the Advertising material. Similar statements in the Advertising material without the Hyperlink are not accepted. 4.5. The Company does not recommend to the Client to open on the Internet resource additional windows (PopUp or PopUnder). If such a window opens when clicking a reference specified in the Advertising material, the additional window should obligatorily contain obvious indication that it is opened by the Internet resource of the Client. 4.6. The Internet page referred to by the Hyperlink should open correctly in a browser and contain no errors in scripts and programs (display no error message in a browser). If en error occurs in Advertising materials on the Internet page referred to by the Hyperlink conducts, if it does not respond or opens non-correctly, the Company takes no responsibility for it and does not indemnify to the Client. 4.7. In case if according to the Company’s opinion, the Advertising material is organised in such a manner that its source is not clear, and can be perceived as information produced by the Company, the Company has the right to demand the Client to specify it directly on the Advertising material. 4.8. If the activity advertised by the Client needs a special license or certificate, and certificate of compliance according to the current legislation of the Russian Federation, the Client is obliged to report this data (№ of the document, and also validity period) of specified documents (or display their copies) to the Company, and in the cases provided by item 5.2.8 of the present Contract, to show the Company first copies of specified documents, and if required, to present the Company other proofs confirming the Client’s copyright for Advertising materials. 4.9. The Company keeps the right to reject any Advertising material submitted by the Client for localization if it mismatches the requirements specified in the present Contract, and the style and topic of Internet resource. 5. Rights and duties of the parties 5.1. The company undertakes: 5.1.1. To place Text and Text & graphic blocks of the Client conforming to the requirements of Section 4 and the whole present Contract, within 3 working days from the moment they are submitted by the Client if other term is not individually agreed by the parties. 5.1.2. To locate the Client’s Banners conforming to the requirements of Section 4 and the whole present Contract , in terms individually agreed by the parties. 5.1.3. Not to limit access of Internet Users to the Internet resource during the whole term of localizing the Advertising material. 5.1.4. On the Client’s demand, to submit statistics for the Advertising materials located on the Internet resource, except for Partner Card. 5.1.5. The control the Client’s consumption of rendered services by the Company’s own means. 5.1.6. To make best efforts to eliminate errors, if any, as soon as possible. 5.1.7. The company undertakes from the moment of conclusion of the present Contract to render the Client Services in conformity with their list and quality requirements defined in the present Contract and its Appendices. 5.1.8. The company undertakes to give to the Client possibility of Receiving telephone consultations with support service by phones specified on the server http://www.fsewt.com Amount of consultations is limited to certain questions associated rendering Services and questions concerning conclusion and cancellation of the present Contract and its payment. 5.1.9. The company undertakes to implement technical and organizational measures common for Internet to keep secret confidential information received or sent by the Client. Third parties get access to the information received or sent by the Client is provided exclusively according to Laws of the Russian Federation. 5.2. The Client undertakes: 5.2.1. To pay for the Company’s services in terms and in an order provided by Section 6 of the present Contract. 5.2.2. To present to the Company for placing on the Internet resource the Advertising materials conforming to the requirements of Section 4 and the whole present Contract. 5.2.3. To co-ordinate with the Company all essential conditions of locating the Advertising material on the Internet resource, according to provisions of the present Contract. 5.2.3. Previously, not later than 3 (three) working days prior to starting the location, to coordinate with the Company outlays, templates and texts of the Advertising material placed in the Internet resource, according to provisions of the present Contract. 5.2.4. To present the Company authentic data necessary for registration in the Internet resource. 5.2.5. To provide safety and confidentiality of login and password, and also independently to bear risk of possible adverse consequences connected with loss and/or disclosure of login and password. 5.2.6. To support availability and urgency of Advertising materials in the Internet on Internet pages specified in Hyperlinks. 5.2.7. To trace on his own all alteration of the present Contract, including those brought by the Company under p 2.4 of the present Contract, including the requisites of the Company specified in Section 12 of the present Contract. 5.2.8. In case if third parties present the Company claims concerning the Advertising material given by the Client, to show documents and other proofs confirming the Client’s copyright to Advertising materials located on the Internet resource of the Client, accounting for provisions of Section 4 of the present Contract. 5.3. The Client has no right to transfer to the third parties login and password allowing to get access to the User’s interface and other services provided by the Company. All actions demanding usage of login and password are considered to be made by the Client. 5.4. The Company has the right: 5.4.1. To demand from the Client the timely and full payment for services provided by the Company according to the present Contract. 5.4.2. Unilaterally to suspend rendering services or to terminate the present Contract in case of the Client’s breaking the conditions of the present Contract, including: - If Advertising materials placed on the Internet resource mismatch the real current offer of the Client and/or if terms of selling goods (services) declared by the Client are actually not observed; - If the Client does not provide availability of his Internet resource and User’s access to it via the corresponding Hyperlink. 5.4.3. To temporarily suspend rendering services to the Client provided by the present Contract owing to technical, technological or other reasons interfering rendering services, until such reasons should terminate. In this case the Client does not pay the Company for the services rendered during this term. 5.4.4. To limit access of third parties to the Advertising materials placed by the Client, if the Client infringes conditions of the present Contract, including infringement of Section 4 of the present Contract. 5.4.5. Unilaterally to stop placing Advertising materials, which content and graphic design contradict provisions of Section 4 of the present Contract. 6. Settling the accounts 6.1. The list of services rendered by the Company, with their price specified in the Annex 1 to the present Contract or is equivalent to the list placed at http://fsewt.com/ad/ad_stock.html 6.2 The Client pays for the services rendered by the Company during 5 banking days according to the invoice submitted by the Company, transferring 100 % (hundred percent) of money to the Company settlement account at banking requisites specified in Section 12 of the present Contract. 6.3 Cost of services rendered by the Company, is defined as total costs of placing all the Client’s Advertising materials, according to the terms of the present Contract. 6.4 The Client is considered to fulfill his obligations before the Company from the moment the money come to the Company’s settlement account. 6.5. Russian rouble is the currency for the contract. Price for the contract is calculated in Russian roubles, too. 7. Responsibility of the parties 7.1. The Parties are responsible for non-performance or inadequate performance of terms of the present Contract according to the procedure provided by the present Contract and the current legislation of the Russian Federation. 7.2. The Company is not responsible before the third parties for the content of information used in Advertising materials located by the Client, and also for the property, moral or any other damage caused resulting from use of that information by third parties. 7.3. The Company is not responsible for faults in rendering service via the Internet to the Internet resource, if they are caused by the objective circumstances associated with: • Energy faults lasting for over 2 (two) hours; • Global interruptions in the function of the Russian or international Internet segments; • Routing systems faults; • Faults in a certain system of domain names; • Faults caused by attempts and/or non-authorized administration of Internet resources or DoS attacking. 7.4. The Client takes responsibility, provided by the Articles 5, 13, 38 of Federal Law of the Russian Federation "About Advertisement" of March, 13th, 2006 No.38-FZ, for giving untrue information, including information about licensing and certification. 7.5. The Client takes responsibility and all the risks connected with use of materials, information, advertising, goods and services he apprehends via the Internet. 7.6. The Client takes responsibility for the content of information materials and materials of Internet pages containing the hyperlink to them, i.e. for their reliability, offensive or libeling nature and possible disagreement with the legislation of the Russian Federation. 8. Force majeure circumstances 8.1. Any Party bears no responsibility for non-performance or inappropriate performance of its duties according to the present Contract under the effect of force majeure circumstances. 8.2. Force majeure circumstances under the present Contract mean the circumstances of extreme, inevitable and unforeseen character, excluding or objectively interfering execution of the present Contract, approaching in a way that no Party could not expect and undertake reasonable measures. 8.3. The Party referring to force majeure circumstances should notify another Party within 5 (five) calendar days in written by fax, e-mail, by mails or personal delivery about approach of such circumstances. 8.4. If the Party referring to force majeure circumstances has not notified another party about approaching such circumstances according to the procedure provided by p.8.3 of the present Contract, such Party loses its right to refer to above-stated circumstances in case of default of its duties under the present Contract. 8.5. If force majeure circumstances delay the default of obligations under the present Contract for over than 5 (five) months, any Party has the right to terminate the present Contract unilaterally, having notified another Party in written not less than for 14 (fourteen) calendar days prior to such cancellation. 9. The Offer Contract validity term and procedure of its termination 9.1. The offer comes into force since the moment of publication in the Internet at the address http://www.fsewt.com and is valid till the moment of withdrawal of the Offer by the Company. 9.2. The Company is authorized to alter conditions of the Offer and/or to withdraw the Offer at any moment at its own discretion. In case of altering the Offer by the Company, such alterations come into force since the moment of publication, if the term of their coming into force is not defined additionally at their publication. 9.3.If during the Offer Accept term the Offer is not accepted, the Offer becomes void concerning the Client. 9.4.If the Offer is accepted by the Client before termination deadline of the Offer Accept, the Client automatically enters the Offer Contract (Article 438 of the Civil Code) on terms and conditions of the Offer. 9.5. The Offer Contract comes into force since the moment the Offer is accepted by the Client and is valid until: • the moment of complete execution by the Company its obligations for rendering Services to the extent corresponding to the sum of money paid in advance by the Client according to the Contract Offer (including the repeated payment made before termination of the Contract Offer), • Till the moment of cancellation of the Contract Offer. 9.6. The Client agrees and recognizes that modification of the Offer entails entering these changes into the Offer Contract concluded and valid functioning between the Client and the Company, and these changes in the Offer Contract come into force simultaneously with such changes made in the Offer. 9.7. If the Company withdraws the Offer during validity term of the Offer Contract, the latter is considered terminated from the moment of withdrawal. 9.8. Before termination of validity period, the present Contract can be terminated by the mutual consent of the Parties issued in writing. 9.9. The Parties are authorized to terminate the present Contract unilaterally, in case if any Party breaks conditions of the present Contract and in other cases provided by the present Contract and the current legislation of the Russian Federation. 9.10. The present Contract can be terminated before the agreed deadline without appealing to the court after a written application of one of the Parties. The notice on cancellation of the present Contract should be sent by the Party initiating cancellation of the present Contract to another Party at least for 14 (fourteen) calendar days prior to the desirable date of cancellation of the present Contract. 9.11. In case of preliminary cancellation of the present Contract at the Company’s initiative, on bases of pp.9.7., 9.9., 9.10 of the Contract, the Company within 20 (twenty) calendar days from the moment of sending notification to the Client should return the rest of money for services not actually rendered to the Client, but not later than 180 days from the moment of transfer of advance payment. A 10.5% commission is subtracted from the money returned to the Client. 9.12. In all cases of the Contract cancellation, the Parties should completely settle mutual payments before the date of actual cancellation of the present Contract. 10. Procedure of settling disputes 10.1. Relations of the Parties under the present Contract are regulated by the norms of the current legislation of the Russian Federation and international law. 10.2. The parties of the present Contract will take all measures for negotiation and reconciliation of any disputes or disagreements which can possibly arise from the present Contract or in connection with it. 11. Special conditions 11.1. The Client has no right to concede or otherwise transfer the rights under the present Contract to any third party without getting a prior written consent of the Company. 11.2. The Company has the right at its own discretion, without the consent of the Client, to concede or otherwise transfer the rights under the present Contract to third parties, after notifying the Client within 10 (ten) working days, from the date of such concession or another transfer. 11.3. Services are considered rendered by the Company after the Client signs the Certificate of Performed Work (rendered services). Certificate of Performed Work (rendered services) is submitted by the Company to the Client within 5 (five) working days since the moment of termination of locating the Client’s Advertising materials, but not later than 180 days from the moment of transferring the advance payment. If within 7 (seven) calendar days since termination of locating the Client’s Advertising materials the Company got no claims from the Client for the quality and extent of rendered services, Certificate of Performed Work (rendered services) is considered to be the accepted by the Client, and the services rendered by the Company under the present Contract are considered accepted completely with appropriate quality. 11.4. Modifications (amendments) to the present Contract, changing the procedure, extent and terms of rendering services are made unilaterally by the Company. The Client is notified about modifications (amendments) to the present Contract by sending an agreement on price of services. In case of the Client’s disagreement with the changes introduced to the present Contract, the Client has the right to terminate the present Contract according to the procedure set by the present Contract. All annexes, changes and amendments to the present Contract, make its inherent and integral part. 11.5. One Party notifies another Party concerning the Contract of the Offer: • if the Client is an addressee, to e-mail specified by the Client, in his Service Order, from e-mail address of the Company specified in the end of the present Conditions of the Offer, on to e-mail specified by the Company in the end of the present Conditions of the Offer, from e-mail address of the Client, specified by him in his Service Order; the digital address of the Company is comp@fsewt.com. • By fax; • By mail with delivery notification. 12. Banking details: 12.1. "YurAudit" Ltd. 656002, Russian Federation, the city of Barnaul, Altai territory, Kalinin 6 "A" ofice.205, INN 2224104916, KPP 222401001, account 40702810918000001224, Altai of Russia OAO "Russian" Barnaul, BIC 040173733, to cor.account 30101810100000000733. 12.2 Banking details of the client:
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