Client Agreement

This Offer is a public offer between PRUFUNG UND BERATUNG DEV LTD (hereinafter referred to as “Neogara Affiliate Network” or “Neogara”) and participants of Neogara Affiliate Network: a natural person, legal entity, or an individual entrepreneur who underwent registration at the partners network website as a affiliate and agreed with the terms of this Offer (hereinafter referred to as the “Affiliate”) and/or a participant of Neogara Affiliate Network, a natural person, legal entity or an individual entrepreneur who registered at the partners network website as an advertiser intending to advertise its goods and/or services by placing its advertising materials (hereinafter referred to as the “Advertiser”).

In this Offer, the Affiliate and the Advertiser may be collectively referred to as the “Partners Network Participants”.

The affiliate network is located at the website on the Internet under the following domain name www.neogara.com.

The Offer commences from the moment when the Participant agrees with its terms by registering at www.neogara.com

1. WEBSITE REGISTRATION PROCEDURE. OFFER ACCEPTANCE

1.1. To access Neogara Affiliate Network, the Participants must register at www.neogara.com

1.2. Registration can be undergone by natural persons, individual entrepreneurs, and legal entities in the person of their authorized representatives.

1.3 Mandatory fields for Affiliate registration on the website neogara.com are:

— Name

— Email

— Password

— Contact in one of the messengers — Telegram or Skype

1.4. When all data in the registration form are filled in, the “Register” button is pressed and the “I agree with the terms and conditions” box is checked, the Participants accept this Offer and unconditionally accept rules and terms of participation in Neogara Affiliate Network.

1.5. To complete the registration procedure, the Participant must take the remaining registration steps in order to get access to the partnership network, namely: add Negara manager in the list of their Skype/Telegram contacts, answer test questions of the manager and obtain access to the personal account. All questions are relating to the experience of the affiliate in working with different traffic sources, countries, and offers. When all answers are received, the manager opens access to the affiliate’s personal account.

1.6. If the Participant fails to comply with the aforementioned registration procedure, Neogara reserves the right to reject the registration without specifying the reason.

1.7. After registration and account activation, the Participant obtains access to the affiliate network. The Participant may independently change the data specified by it under the registration in its personal account except for the email address. If the email address must be changed, the Participant shall apply to the Neogara manager with a request for change.

2. SUBJECT MATTER OF THE OFFER. RULES OF PARTICIPATION IN NEOGARA AFFILIATE NETWORK

2.1. The subject matter of this Offer is provision of access to Neogara Affiliate Network located at the website on the Internet at the domain name of www.neogara.com.

2.2. By registering at Neogara website, accepting the terms of this Offer, and placing its materials, the Advertiser agrees and warrants that:

2.2.1. The Advertiser wills to enter in agreement with Neogara and distribute its advertising materials in the Internet by the Affiliates registered at www.neogara.com;

2.2.2. The Advertiser shall independently determine the goods and/or services to be advertised as well as advertising tools. Neogara does not analyze the advertising materials against their compliance with current legislation. The Advertiser is the one who finally decides on the placement of its advertising materials. The Advertiser warrants that Neogara shall not be liable to any state controlling authorities and/or third parties for unreliable advertising information placed as well as for noncompliance of the advertising materials with the legislation of the country where they are distributed.

2.2.3. The advertising materials placed by the Advertiser shall not contain any unreliable information and any data prohibited for distribution, including, but not limited to, pornographic materials, terroristic threats, incitement of ethnic hatred, etc. If Neogara is brought to liability by controlling authorities for a breach of this warranty by the Advertiser or if an action is brought against Neogara in respect of these materials, Neogara never held guilty, and the Advertiser must undertake all liability and reimburse Neogara for all losses incurred by it.

2.2.4. The Advertiser’s advertising materials shall never breach ownership rights, copyrights, related rights, patent rights, rights to means of identification, personal and any other rights of third parties, and do not damage their honor, dignity, and business reputation. If Neogara is brought to liability by controlling authorities for a breach of this warranty by the Advertiser, or if an action is brought against Neogara in respect of these materials, Neogara never held guilty, and the Advertiser shall bear all liability and reimburse Neogara for all losses incurred by it.

2.2.5. The Advertiser shall have absolute authority in respect of trade marks, service marks, company and/or business name that are used to identify an advertised subject. By accepting terms of this Offer, the Advertiser also unconditionally gives its written consent to the use of the aforementioned means of identification in the course of advertising through Neogara Affiliate Network.

2.3. By registering at the website of Neogara, accepting terms of this Offer, and placing the Advertisers’ advertising materials, the Affiliate agrees and warrants that:

2.3.1. The Affiliate will enter in agreement with Neogara and distribute the advertising materials of the Advertisers registered at www.neogara.com in the Internet.

2.3.2. The Affiliate may independently on their own initiative produce the advertising materials on the goods/service of the Advertiser for distribution. The Affiliate warrants that these advertising materials do not contain any unreliable information and any data prohibited for distribution, including, but not limited to, pornographic materials, terroristic threats, incitement of ethnic hatred, etc. If Neogara is brought to liability by controlling authorities for a breach of this warranty by the Affiliate or if an action is brought against Neogara in respect of these materials, Neogara never be held guilty, and the Affiliate shall bear all liability and reimburse Neogara for all losses incurred by it.

2.3.3. The Affiliate shall independently determine websites for distribution and engage third parties to distribute the Advertisers’ materials. Neogara does not analyze websites used by the Affiliate against their compliance with current legislation. The Affiliate is the one who finally decides on placement of advertising at a certain website. The Affiliate warrants that it excludes any websites that use the methods of forcing its visitors to make transactions, for example, forced click, forced sending SMS for a fee, or other similar methods, including, no advertising areas under development are permitted. The Affiliate warrants that Neogara is never liable to any state controlling authorities and/or third parties if the Affiliate breaches its warranties. If Neogara is brought to liability by controlling authorities for a breach of this warranty by the Affiliate or if an action is brought against Neogara in respect of these materials, Neogara never held guilty, and the Affiliate must undertake all liability and reimburse Neogara for all losses incurred by it.

2.4. The Affiliate places the Advertisers’ advertising materials at their websites and at the websites of third parties engaged by them. When the Internet user visits the Advertiser’s website or otherwise communicates with the Advertiser through advertising materials that are placed at the websites of the Affiliate and/or third parties and perform a transaction (conversion action), the Affiliate achieves the declared objection and receives its remuneration that was previously agreed. In this context, the transaction means previously set conversion actions (leads) carried out by the Internet users, for example, purchase of goods/services of the Advertiser, installation of the Advertiser’s mobile apps, mailing subscription, etc.

2.5. When accepting this Offer, the Participants are notified and agree that Neogara monitors and registers all leads and provides the Participants with respective information as statistical data and calculates the remuneration. Neogara finally decides on whether a transaction was performed or not. All statistical data are registered using the statistics system of leads counting located at www.neogara.com. If any inconsistency is found in the statistical data of Neogara, the Advertiser and/or Affiliate, the statistics data of Neogara shall prevail.

2.6. The Advertiser shall pay Neogara for all leads performed on its advertising materials placed basing on Neogara statistical data.

2.7. Neogara website services are offered “as is” and may be suspended if any routine maintenance of the website is required, etc.

2.8. Neogara decides on the access of the Affiliate and Advertiser to the affiliate network.

3. PARTICIPANTS’ WARRANTS

3.1. The Participants warrant that personal and identification data entered by them under the registration procedure are valid and up-to-date. If any such data change, the Participants must promptly change them using their personal account or notify Neogara of such changes in writing.

3.2. The Participants undertake all liability for integrity of their data (login and password) for access to Neogara Affiliate Network and shall not transfer them to any third parties.

3.3. The network Participants undertake to restrain from any actions affecting the functioning of Neogara Affiliate Network. These actions mean any attempts to technically influence operability of the partners network servers, attempts to hack protection mechanisms, use of viruses, Trojan horses, and other malicious software for any purpose; use of brute force attacks, DoS (DdoS) attacks, spam, links and other processes that may damage the partners network operation.

4. IN NEOGARA AFFILIATE NETWORK, THE FOLLOWING IS PROHIBITED:

4.1. An attempt to close a transaction using the methods and means that contradict to applicable law of the territory where the transaction is closed, or to this Offer, or additional rules of the Advertisers if they were announced in the course of placement of the advertising materials.

4.2. Application of advertising means that it allows registration of a paid action but forces a visitor to perform these actions through deception, extortion or other actions that hamper the visitor’s freedom of choice.

4.3. No technologies and types of cookie stuffing (cookie dropping) are allowed. One may not use any scripts allowing to specify cookies of websites not visited and seen by the user. One may not move, replace, wipe out cookies of the user for others that do not belong to the websites seen by the user, including substitution of cookies using pop-ups, inframe and substitution in the course of inserting address of an external page as an image on the existing website.

4.4. The Participants must refrain from providing unreliable information misleading Neogara in the course of registration as well as other information and data, including, but not limited to, in the course of advertising placement, registration of leads made, and remuneration.

4.6. If the Affiliate breach any warrants specified in items 4.1 to 4.4, their personal accounts will be blocked by Neogara without any prior notice and compensation.

5. PAYMENTS TO THE PARTICIPANTS

5.1. The Affiliate receives remuneration from Neogara that directly depends on the leads received. In case the account needs a review, the hold on the payment can last for 2-4 weeks on average.

5.2. The Advertiser pays Neogara remuneration that directly depends on the leads received by the Advertiser.

5.3. In each case, the amount of remuneration is determined by the type of the paid action and the tariff set by Neogara for that action as at the moment when the conversion action was performed. Neogara may change the tariff. The Participants shall read applicable as well as changed tariffs using the interface of Neogara Affiliate Network. Registration of the Participants in Neogara network means that they agree with applicable tariffs.

5.4. No other costs incurred by the network Participants related to placement and/or distribution of the advertising materials shall be compensated by Neogara.

5.5. Neogara maintains an internal settlement account for each Participant that is used to complete all transactions of crediting and paying remuneration.

5.6. Neogara pays remuneration to the Affiliate only for the orders that were submitted in a timely manner to the agreed deadline for payments generation. The Affiliate independently specifies the amount payable as well as payment method offered by Neogara. The amount paid may not exceed the total amount of remuneration on the Affiliate’s account.

5.7. The Advertiser shall deposit its account with advance payment within three (3) banking days after registration at Neogara Affiliate Network. The advance payment is used as soon as the Advertiser receives leads. The leads that were received but not paid by the Advertiser by the reason that the advance payment at its account ran short must be paid to Neogara within three (3) banking days after Neogara issues an invoice to the Advertiser in its personal account.

5.8. Payments to Webmasters for leads are made only after the Advertiser transfers the prepayment to the account in the personal account of the Neogara affiliate network. In case if an Advertiser refuses to pay for a traffic, an affiliate payment would not be possible.

5.9. No interest will be accrued on the remuneration credited to Neogara Participants’ accounts in Neogara Affiliate Network irrespectively of the payment deadline.

6. DURATION AND TERMINATION OF THE OFFER

6.1. This Offer is concluded for an unlimited term.

6.2. The Participants may terminate the agreement at their discretion at any time by sending a written notice of its termination thirty (30) calendar days before the termination date.

6.2.1. The Advertiser must compensate Neogara for all expenses actually incurred by it as well as for the leads made based on Neogara statistical data.

6.3. All payments shall be made under the details specified by the Participants and Neogara. The Participants are fully liable for correctness of the details that they specified during the registration.

6.4. Neogara may terminate the agreement at its discretion at any moment by sending a written notice of termination thirty (30) calendar days before the termination date.

6.5. Neogara shall be entitled at any moment to terminate this agreement with any Participant of the network if the ground for termination is the breach of any terms of the agreement and/or current legislation of the country where it is located or a transaction is performed. If Neogara suffers financial damage or other losses due to that breach, the party in default shall compensate it for the damage/losses under a written request of Neogara.

7. DATA PROTECTION

7.1. Neogara stores and processes data received only using registration forms and data entered in the Participants’ personal accounts as well as the data received in the course of participating in Neogara Affiliate Network. If the Participants register at www.neogara.com, they agree to the processing of the personal data specified by them.

7.2. Neogara warrants integrity of the personal data. The personal data shall be used only to ensure operation of the partners network and shall not be transferred to any third parties.

7.3. The contact details received under the registration procedure by the Participants of Neogara Affiliate Network are used to communicate between Neogara Affiliate Network and its Participants.

7.4. The Participants shall keep the information received from Neogara confidential and never transfer it to any third parties.

8. RIGHTS TO USE INFORMATION

8.1. The information used in the course of participation in Neogara Affiliate Network may be used only in connection with execution of this Offer.

8.2. Neogara provides the Participants with a temporary non-exclusive right to use Neogara Affiliate Network during the term of this Offer. If this Offer is terminated, the right granted shall terminate.

9. LIABILITY AND LIMITED LIABILITY

9.1. Neogara shall not be liable for any damage or disturbances caused by the content of the websites of the network Participants or third parties engaged by them, errors in the Participants’ software or hardware as well as for the damage resulted from insufficient availability or limited functionality of the Internet.

10. AMENDMENT OF THESE RULES

10.1 Neogara remains the right to change provisions of this Offer at any time without specifying the reasons.

11. FINAL PROVISIONS

11.1. If some provisions of these Rules are fully or partially invalidated, the other provisions will remain in force. That invalidated provision shall be replaced by another provision that is the nearest in meaning and purpose. The same rule applies to possible omissions in these Rules.

11.2. To resolve a dispute in court, the applicable law of the country where the advertising is distributed will be applied.

11.3. To use Neogara Affiliate Network, certain hardware and software complexes, telecommunications networks, and services of third-party organizations are required. Neogara shall not be liable for any expenses resulted from that or possible damage or disturbances.