The contract offer

In compliance with Article 435 of Civil Code of the Russian Federation, this Offer Contract (hereinafter as the “Offer” or “Contract”) constitutes an offer of Limited Liability Company “AgroWeb” (hereinafter as the “Executor”) for provision of paid services stipulated by Clause 1.1 of this Contract, hereinafter referred to as the “Services”, to the persons registered on the Website http://agro2b.com(hereinafter as the “Website”) as the Users (the “Users”). Should a User accept this Offer, it will be deemed as entered into a service agreement with the Executor on the terms and conditions stipulated by this Contract.

GENERAL PROVISIONS

1.1. The Services provided by the Executor in compliance with this Contractshall include:

- Placement of any information provided by the User in the Website databases,

- Access to any information placed by other Users in the Website databases,

- Providing possibility for the User to work in its Personal Account on the Website with the right to arrange and participate in tenders,

- Remote consultancy support to the User.

This List of Services can be amended and/or modified by the Executor on its own discretion by adding appropriate amendments to the terms of this Contract.

1.2. According to Article 438 of Civil Code of the Russian Federation (RF CC), the User’s payment for services hereunder shall be considered as unconditional adoption (accept) of the terms of this Contract.Upon such accept, the User will be considered as familiarized and agreed with this Contract and other documents on this Website that regulate arrangements for the use of the Website services, price and procedure for rendering services and, pursuant to Civil Code of the Russian Federation, will be considered as entered into an agreement with the Executor as stipulated by this Contract.

1.3. The Executor may change conditions of this Offer Contractunilaterally. The User shall regularly at its own discretion familiarize itself with current version of this Offer on the Website. If the User keeps using theServices after the entry into force of the Offer’s changes, it shall meanits consent to all changes in the Offer.

RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. Rights and Obligations of the Executor:

2.1.1. The Executor shall provide the User with the Services pursuant to the provisions of this Contact, User Agreement and other documents on the Website regulating business relations between the User and the Executor.

2.1.2. The Executor shall keep confidential all the received from the User information as provided by applicable laws of the Russian Federation and in compliance with the documents on the Website that regulate business relations between the User and the Executor.

2.1.3. The Executor may immediately unilaterally terminate the Contract if it is determined that any information provided by the User is not true or if the User violates any other terms of this Contract, User Agreement, other documents on the Website or applicable laws.

2.2. Rights and Obligations of the User:

2.2.1. The User shall pay for the Services according to the terms and conditions of this Contract.

2.2.2. When using the Services, the User shall comply with the requirements of the current legislation of the RF and provisions of this Contract, User Agreement placed on page http://agro2b.com/en/offer of the Website being an integral part of this Contract.

2.2.3. On the Executor’s demand, the User shall change the password used for access to itsPersonal Account.

2.2.4. On the Executor’s demand, the User shall provide to it any information and documents required for the Executor’s identification as the Contract Party including in cases when the User sends applications, notices etc. to the Executor’s address.

2.2.5. The User shall at its own discretion and at its own expense resolve with third parties any issues related to the compliance with copyrights law, laws on trademarks and service marks protection, advertising, consumer protection etc. in any information placed by the User as well as in any information provided by the User to the Executor for placement. In case of any demands and/or claims to the Executor from any third parties including from any supervision authorities, right holders, the User shall at its own discretion resolve such demands and/or claims. Herewith, it undertakes to reimburse all related losses of the Executor in the term not exceeding 7 (seven) calendar days from the date of the Executor’s notice receipt (such notice can be sent by fax, e-mail to anaddress mentioned at the User’s registration, by postal or personal delivery).

2.2.6. The User acknowledges and agrees that any fact of command (click or keystroke, input of information etc.) through the provided by the Executor special user interface on the Website (the User’s page on the Website) via the User’s Account will mean implicative actions of the User aiming to activate or agree upon name, content, value and terms of the Services provision or any other actions related to the User (all actions made via the User’s Account shall be considered as actions of the User itself that constitutes full proof of the User’s consent to such actions).

SETTLEMENT PROCEDURE

3.1. TheUserwillchooseandorder any Service through its Personal Account or other tools available on the Website.

3.2. Value of the Services will be fixed by the Executor, determined by scope of such Service and published on the Website. Any Services provided by the Executor to the User under the Contract shall be subject to VAT.

Term of rendering Services and their value one can find on the Website page Terms of Participation on Agro2b.com.

3.3. The User shall pay for the Executor’s services in full amount by means of 100% prepayment through cashless money bank transfer to the Executor’s settlement account or through OnPay.ru payment system by debitingmonetary resources from VISA/MasterCard bank card of the User (“InternetPayment”).

Any additional expenses related to the transfer of monetary resources of the User for the Services (commissions of banks, paying agents etc.) shall be paid by the User by itself and at its own expense.

Option of payment for the Services will be chosen by the User in its own discretion and without any liability on the part of the Executor. Safety, confidentiality as well as other terms of the use of payment options chosen by the User,are beyond this Contractand subject to arrangements (agreements) between the User and related organizations.

3.4. It will be deemed that the Executorhas proceeded to render the Services upon activation by the Executor of the Service ordered by the User.

3.5. Payment under this Contract will be deemed effected by the User upon crediting the funds to the settlement account of the Executor or, in case of Internet payment through payment systems, - upon receipt by the Executor of the confirmation on successful completion of the payment procedure from the applied payment system.

The User shall be liable for any actions of the third parties effectedon behalf of the User by means ofits banking card while makingan Internetpayment.

3.6. The Executor may in its sole discretion unilaterally make changes in this Contract, tariffs indicated in the Price, User Agreement or any other documents regulating business relations of the Partiesby publishing the indicated changes on the Website (in texts of the stated documents). Such changes will come into force in 5 (five) calendar days after date of their publication.

Hereby, the User agrees and acknowledges that making changes to the Offer can result in making these changes into the concluded by the User and Executor valid Agreement and that these changes of the Agreement will come into effect simultaneously with coming into forth of such changes into the Offer. Herewith, the parties shall note that new tariffs will not be applied to any services that have been paid by the User.

PROCEDURE OF SERVICES RENDERRING AND ACCEPTANCE. LIABILITIESOFTHEPARTIES

4.1.InordertogetServicesundertheContract, theUsershallregisterontheWebsiteandthen by means of its user account chooseany required services and option of payment for the services to be rendered.

4.2. Delivery-acceptance of the Services to be effected by means of the Delivery-Acceptance Certificates (hereinafter as the “Certificate”) which shall be provided by the Executor for the User’s approval within 5 (five) calendar days upon completion of such service rendering. Within 3 (three) calendar days after presentation of the Certificate , the User shall accept the Services by signing of this Certificate or within the same period of time provide the Executor with its reasoned written refusal to sign this Certificate. Should the User fail to present such Certificate or reasoned refusal, the services will be considered as properly rendered by the Executor and accepted by the User in full volume indicated in the Certificate, and such Certificate unilaterally singed by the Executor shall become effective as bilateral.

4.3. The User irrevocably agrees and acknowledges that the statistical data on any Service acceptance by the User generated by the Executor’s Website software shall be considered as sufficient and legally valid confirmation of the fact of rendering Services by the Executor.

4.4. The Executor undertakes to make all reasonable efforts for proper rendering of the Services, however, it will not be responsible if it becomes impossible to render the Services in case of:

- any technological failure of communication channels of general usage through which the Services can be accessed or loss of Internet access – until such failure will be recovered or access will be restored, where applicable,

- any signs of unauthorized access to the User’s Personal Account – for a time period of such circumstances,

- any technical problems from the part of Websites-Partners,

- to the extent stipulated by the User Agreement,

- вin cases that fall within the definition of force majeure circumstances–for the duration of such circumstances.

4.5. The Executor may immediately and without any notice suspend the provision of the Services hereunder in case of noncompliance by the User of any of its obligations foreseen by this Contract, User Agreement and all other documents regulating the Website operation until such failuresare remedied in full.

4.6. In case of any losses to the User due to the Executor’s fault, the Executor shall bear responsibility to the User in an amount not exceeding the value of any ordered and paid but not received by the User Service due to the fault of the Executor.

4.7. The Executor will not be liable to the User for any additional losses and/or damages including lost profits and indirect damages.

4.8. The Executor will not be liable for any damages to the User in result of impossibility to use Services due to faults, omissions,service interruptions, files deleting, delays in operation or data transfer, and due to other causes of technological character as well as poor quality of connection channels of general usage through which the Services can be accessed.

4.9. The User acknowledges and agrees that some operations including (but not limited to) acceptance of payment for the provided Services, is not controlled and not monitored by the Executor neither personally nor through any third parties, and the Executor will not be liable for the transfer and/or arrival of monetary funds in payment for the Services.

4.10. The Executor is not obliged to notify any third parties in case of loss of access to the personal account by the User or for any probable consequences in result of absence of such notice.

4.11. The Executor will bear responsibility only for the electronic communications of the User from contact e-mail address indicated by the User during its registration on the Website. The User may change its contact e-mail address in the registration base through its Personal Account.

4.12. The User acknowledges and agrees that the fact of any command (click, keystroke etc.) through the Website interface will be considered as the User’s consent to order and/or activation of the Services in compliance with the price and other parameters of the Services stipulated on the Website.

4.13. Any notifications under this Contract can be sent by any Party to another Party by e-mail, fax, by post with delivery notification or by courier with delivery confirmation.

Documents transferred by both Parties within this Contract execution by facsimile or electronic communications, will be deemed valid until receipt of the corresponding original documents by the Parties.

Postal correspondence (original documents) will be considered as duly sent by the Executor if sent to the postal address indicated by the Executor during registration, as well as to the official legal address as stated in the Unified State Register of Legal Entities (for legal entities).

CLAIMS AND DISPUTES RESOLUTION PROCEDURE

5.1. All disputes arising within this Contract shall be submitted to the Arbitration Court of the Rostov Region or to KirovskyDistrict Court of Rostov-on-Don (subject to jurisdiction) in the order stipulated by the current laws of the Russian Federation with respect to the rules of the Russian legislation.

5.2. Prior to initiation of legal action, the User shall observe an extrajudicial procedure of disputes resolution by sending to the Executor’s address a written claim with the documents confirming circumstances and claims to which the User refers. Duration of the User’s claims consideration shall comprise no more than 30 (thirty) days. If the User not receive the Executor’s reply to the claim within 30 (thirty) days from the day of the claim receipt by the Executor or in case of the Executor’s refusal to satisfy any reasoned claims of the User, the User is entitled to pursue litigation.

5.3. The User agrees that it is not entitled to refer to impossibility of the proper fulfillment of its obligations under this Contract or to impossibility of acceptancethe Services from the Executor on the ground of disagreement with the terms and conditions of the Services rendering, tariffs or terms of the Website use due to their non-execution in written form with signatures and seals of the Parties.

CONTRACT TERMINATION.

6.1. The User is entitled at any time to terminate the Contract unilaterally by sending a relevant notice in writing to the Executor’s address indicated in Section 7 of the Contract.

6.2. The Executor is entitled at any time to terminate the Contract unilaterally in full or in part, by sending a notice about it to the User through the Website interface, to e-mail address or by any other mean.

6.3. In case of violation by the User of any conditions of this Contract, User Agreement or any other documents regulating the Site operation, the Executor will be entitled to repudiate the Contract in full or in part unilaterally by termination (blocking) or restriction of the User’s access to the Personal Account without any special additional notice to the User (in this case, termination of the User’s access to the Personal Account will be considered as a notice).