Partner agreement with Travel Expert

Version 20 November 2021

This document is an official offer of the Limited Liability Company "Travel Class" addressed to Russian legal entities and individual entrepreneurs, self-employed (hereinafter Travel Expert), a partnership agreement registered in accordance with the procedure established by law on the following conditions. In accordance with paragraph 2 of Article 437 of the Civil Code of the Russian Federation, this document is a public offer.

This offer agreement (hereinafter referred to as the Agreement) is concluded in a special order: by acceptance by the Travel Expert of this public offer containing all the essential terms of the Agreement, without signing by the parties. This Agreement is legally binding in accordance with Art. 434 of the Civil Code of the Russian Federation and is equivalent to an agreement signed by the parties.

This agreement is the Agreement of accession. The fact confirming the full and unconditional acceptance of the conditions set out below, and the acceptance of this public offer, is the first entry of a travel expert into a personal account on the travelclass.org platform

Travel Class LLC represented by General Director Kirill Vladimirovich Khripunov, acting on the basis of the Charter, hereinafter referred to as "Travelclass.org", on the one hand, and ________________________________________________ (Legal entity or Individual Entrepreneur, Self-employed), hereinafter referred to as "Travel Expert ", On the other hand, hereinafter referred to as the" Parties ", have entered into this Agreement, hereinafter referred to as the" Agreement ", as follows:

1. SUBJECT OF THE CONTRACT

1.1. A travel expert, acting on its own behalf, and for a fee, carries out actions to search and consult Users who need the services provided on the Travelclass.org Platform.

1.2. The action is considered completed if the Travel Expert User has paid for a booking on the travelclass.org platform prepared by the Travel Expert.

1.3 Travelclass.org owns an online booking system through which Affiliates can enter information about their available seats to book programs, and through which visitors can make reservations for those seats. Travelclass.org is not a travel service provider, organizer of tours, excursions, accommodation, training.

1.4 Neither this Agreement nor any of the provisions or agreements provided for in this Agreement shall be construed as the creation of a joint venture or relationship of partners, partnership or principal and agent between the Parties. Neither Party acts or is deemed to be acting as the agent of the other Party.

1.5 In accordance with the terms and conditions of this Agreement, Travel Expert undertakes to act as a non-exclusive travel expert of Travelclass.org.

2. DUTIES OF THE PARTIES

2.1. Travel Expert undertakes:

2.1.1. Search for potential users of the Travelclass.org platform - advertise, promote, consult, negotiate with them with the ultimate goal of making a reservation on the Platform.

2.1.2 Provide accurate and reliable information to Users related to the operation of the Internet services Travelclass.org, not to mislead Users regarding their properties and functions.

2.1.3 Process booking requests submitted by Travelclass.org

2.1.4 While advising users, provide up-to-date information, verified in official sources, on the rules for leaving, entering countries, regions of the programs.

2.1.3 The Travel Expert agrees not to take or to avoid taking actions that may affect the relationship of Travelclass.org with the Partners available on the Platform. Activities that are believed to have an impact on such a relationship include:

- anything that can lead to the fact that Travelclass.org will be excluded from the booking process;

- negative or harmful remarks or statements about Travelclass.org in connection with the Programs hosted on Travelclass.org;

- doing anything that may lead to the Platform Partner terminating his contract or limiting his business relationship with Travelclass.org;

2.2. Travelclass.org undertakes:

2.2.1. Provide the Travel Expert with reliable information about the rules for booking on the Platform necessary for the execution of this order.

2.2.2. Travelclass.org reserves the right to refuse to provide services if the Travel Expert does not fulfill the conditions of Travelclass.org.

Travel Expert agrees not to use independently and not to allow third parties to use the Platform for purposes not specified in the Basic Agreement, and not:

• Send unsolicited commercial emails (spam)
• Provide false information, including hiding your identity
• Download viruses, malware and codes
• Modify, deactivate or bypass any processes in Travelclass.org systems
• Harm, deactivate, damage and / or overload Travelclass.org systems
• Decompile any Travelclass.org functions
• Copy and use in the future any Travelclass.org trademarks except for the cases when it is expressly agreed with Travelclass.org
• Disclose, share or sell to anyone any login information
• Provide third parties with access to Travelclass.org systems for commercial or other purposes without the express written consent of Travelclass.org
• Use the Travelclass.org Services in violation of applicable law, including the legal rights of others. This includes uploading content that infringes the intellectual property rights of third parties.
• Use domain names of sites or other forms of identification of Internet resources in any languages ​​in their activities to attract an audience, consonant or similar in any other way to the point of confusion with the brand (registered trademarks, domain names, logos, corporate identity and other intellectual property objects) org, its partners, advertisers, any other third parties;

Travelclass.org notifies the Travel Expert that the right to use the tools and functionality of the Platform is provided on an "as is" basis. Travelclass.org is not responsible for any consequences of the use or inability to use them by a Travel Expert, for possible malfunctions in the Platform or malfunctions of individual tools.

3. AMOUNT OF REMUNERATION AND PAYMENT PROCEDURE

3.1. For the execution of the order under this Agreement, the Travel Expert receives a reward in the amount of 7% of the amount of the Program reservation on the Travelclass.org platform. The calculation of remuneration does not take into account the cost of air travel, visa fees, since Travelclass.org does not receive commissions for these services.

The table of increasing the profit of a travel expert:

3.2. Payment of remuneration to the Travel Expert will be made by transferring Travelclass.org funds to the current account of the Travel Expert.

3.3 Payment to the Travel Expert is made from the 1st to the 10th day of the month for fully paid bookings in the previous month.

3.4 In case of cancellation of the Booking by the User or Travelclass.org after full payment, the travel expert will be paid 50% of the due remuneration. A method of offsetting past and future bookings may be applied.

3.6. If the amount of remuneration for the reporting period is less than 30,000 rubles, Travelclass.org has the right to make payment in the reporting period when the aggregate amount of remuneration reaches the specified amount.

3.7. Any commissions of banks, payment systems and operators accrued in the course of mutual settlements under the Agreement shall be borne by the Party whose bank, payment system or operator has charged such a commission.

3.8. The payment of any taxes that arise or may arise in connection with the receipt of remuneration under the Agreement is carried out by the Travel Expert independently in accordance with the legislation of the country of his tax residence.

3.9 With respect to any bookings made on Travelclass.org or through Travelclass.org for which Travelclass.org does not receive commission, including but not limited to special negotiated or unpublished prices (e.g. corporate rates), the Parties agree and acknowledge that such restrictions should not be calculated and should not be included in the calculation (or determination) of the commission (in percentage), and should not be included in any other kind of compensation from Travelclass.org in favor or in the interests of a travel expert under the Agreement or in in accordance with the Agreement.

4. LIABILITY OF THE PARTIES

4.1. For non-fulfillment or improper fulfillment of obligations under this Agreement, the parties are liable in accordance with the current legislation of the Russian Federation.

4.2. A party that does not fulfill its obligation due to force majeure must immediately notify the other party of the obstacle and its effect on the fulfillment of obligations under the Agreement.

4.3 A travel expert should not programmatically evaluate and extract information (including reviews) from any part of the Travelclass.org Platform (for example, by reading a screen).

4.4 The Travel Expert agrees and acknowledges that the obligations under the restrictive agreements and restrictions set forth in this clause 4 are essential to Travelclass.org, in particular to protect

- goodwill Travelclass.org;

- intellectual property rights of Travelclass.org; and

- the product, service and reputation of Travelclass.org.

In addition, Travel Expert agrees and acknowledges that all agreements, obligations and restrictions set forth in this clause 4 must also be promptly and in good faith applied to companies that are part of the Travel Expert group.

4.5 The Parties agree and acknowledge that in the event of a (alleged or possible) violation by a travel expert of its obligations under this Article 4, the burden of proof lies with the travel expert.

4.6 Brand and business reputation protection

4.6.1. The travel expert undertakes to ensure that the travel expert's platform (s) (including all other websites, applications, platforms, tools and other devices, (directly or indirectly) owned by the travel expert, controlled, managed or hosted by the travel expert in a relationship:

(a) appearance and perception in relation to color scheme, composition, typeface, design and layout;

(b) all logos present on the platform (s) (including within the group);

(c) distinctive features and elements that are unique to the Travelclass.org Platform,

is (and remains) sufficiently and substantially different from the Travelclass.org Platform (s) (as determined by Travelclass.org in its sole discretion). The Travel Expert undertakes to immediately, at its own expense, satisfy all reasonable requests from Travelclass.org for changes, amendments or additions to any aspect or element of the platform (s) that is or may be perceived to be confusingly similar or substantially similar to any an element of the Travelclass.org Platform.

4.7. Intellectual property rights

4.7.1. Travel Expert acknowledges that Travelclass.org and / or its licensors retain all rights, ownership and interests in all Travelclass.org Intellectual Property Rights and rights exercised on the Travelclass.org Platform (including Content).

4.7.2. The Travel Expert must not (directly or indirectly) integrate, combine or otherwise make available Travelclass.org Data (or any part thereof) with its own content and / or the content of any Travelclass.org Competitor. Travel Expert may not modify, transform, modify or create derivative products based on or based on Travelclass.org Data. Travelclass.org data should only be used to activate the Service. Upon termination or expiration of this Agreement, the travel expert must destroy, delete or, at the first request of Travelclass.org, return all Data to Travelclass.org (including all paper and electronic copies).

4.7.3. The travel expert guarantees that he will not (directly or indirectly) register, acquire or receive for use the domain name (s), which includes one or more words that are identical, similar to the extent confusion or substantially similar to the words "travelclass" and "classtravel", including any of their forms, translations and misspellings included in the address.

4.8 The parties agree that fraudulent bookings will not be counted as unfulfilled transactions when calculating the payment to a travel expert (each of them will hereinafter be referred to as "Fraudulent booking").

4.9. In the event that a partner has notified Travelclass.org of a (alleged) Fraudulent booking, or if Travelclass.org has any other reason to believe the relevant booking is fraudulent, Travelclass.org may verify (and correct) the issued credit invoice prior to disbursement, or issue a debit invoice upon payment of Travelclass.org (in the latter case, the conditions set out in clause 4.10 apply).

4.10 Under no circumstances shall either Party be liable to the other Party for any lost profits, lost profits, lost contracts, loss or damage to goodwill or reputation, loss of action, or any special, indirect, punitive, incidental or consequential damages or losses, regardless of whether such damages are (presumably) the result of a breach of contract, tort or other circumstances. All such losses and damages in accordance with this Agreement are expressly excluded and not accepted for consideration.

4.11 Notwithstanding any provisions of this Agreement to the contrary, the travel expert undertakes:

- be fully responsible for any violation of applicable laws, laws, regulations and codes on data protection, electronic data privacy or marketing when promoting in accordance with this Agreement.

5. SETTLEMENT OF DISPUTES

5.1. All disputes and disagreements between the parties arising during the validity period of this Agreement shall be resolved by the parties through negotiations.

5.2. The provisions not regulated by this Agreement are governed by the provisions of the current legislation of the Russian Federation.

6. CONTRACT TIME

6.1. This Agreement comes into force from the moment of signing and is valid for 1 year.

6.2. The term of the Agreement is automatically extended for one more year, if neither of the parties informs the other party in writing 7 days before the expiration of the next period of its intention to terminate the Agreement.

6.3. Travelclass.org has the right to terminate the Agreement ahead of schedule with written notification to the other party at least 7 days before the date of termination of the Agreement.

7. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES