«Yandex.Direct» Service Offer
This document is a translation of «Yandex.Direct» Service Offer in English. In case of conflict between the Russian version of «Yandex.Direct» Service Offer and this translation - only the Russian version of «Yandex.Direct» Service Offer is legally binding. The Russian version of «Yandex.Direct» Service Offer can be found here: https://yandex.ru/legal/oferta_direct/?lang=ru.
The Russian Federation, Moscow
The present document constitutes the offer of “YANDEX” LLC (hereinafter – “Yandex”) to enter into the «Yandex.Direct» Service Agreement on the following terms and conditions.
1. TERMS AND DEFINITIONS
1.1. For the purpose hereof the following terms shall have the following meaning:
Offer shall mean this document «Yandex.Direct» Service Offer located on the Internet at https://yandex.ru/legal/oferta_direct/.
Yandex.ru shall mean information resources of Yandex located on the Internet at yandex.ru domain addresses.
Yandex.Direct Web-Site shall mean the site located on the Internet at http://direct.yandex.ru.
User shall mean a visitor of Internet information resources.
Search Engine shall mean a hardware and software complex, with the interface placed on the Internet and intended for information search by Internet users.
Search Query shall mean a text query for information search on the Internet, which a user enters in the search bar of a Search Engine, included that amended according to Search Engine Rules (misprint correction, language layout and more).
Search results pages shall mean Internet web pages containing links to the Internet resources (web sites, web pages) selected by the Search Engine according to a Search Query.
Advertising Space shall mean a place allocated in a web page design for placing (displaying) advertisements.
Advertisement, Advertising (Ad) shall mean an advertising banner, which contains advertising information and a Link provided by an Advertiser as part of a specific Advertising Campaign to go on display according to the Offer terms and conditions, which banner complies with the requirements set out in Clauses 3.5, 3.6. below.
Link shall mean a text link or image included in an Advertisement, which leads the users who clicked on the same to:
(a) an information resource (web site) on the Internet with its address (URL) stated by the Advertiser for such an Advertisement («A Link to a Web Site» hereinafter); or
(b) a specific web page, which contains contacts provided by the Advertiser for such an Advertisement and also other information about (but not limited to) the object of advertising and/or about the Advertiser and/or to the chat mode where the User may in his/her sole discretion make a call at a contact phone number specified by the Advertiser («Link to Contacts»).
Rate shall have the meaning defined in the Ad Serving Rules (https://yandex.ru/legal/direct_display_rules/).
Cost per Click shall mean an amount deducted from the Advertiser for one click.
Advertising Campaign shall mean the aggregate of Advertisements ordered by the Advertiser, in which relation Services shall be rendered upon execution hereof according to the terms and conditions set out by the Advertiser for placing Advertisements. Each Advertising Campaign has a unique number assigned by Yandex upon its creation by the Advertiser, and may contain one or more Advertisements.
Impression shall mean placement/display of an Advertisement in Advertising Spaces.
Click shall mean any of the following actions:
• a user's call by reference from the Link contained in the Advertisement upon the impression thereof, or
• a user's call by reference from the mark impressed on Yandex services pages, which redirects the user to a special block containing the Advertisement and/or contact information by the Advertiser and/or Directory Information (in cases provided by and as defined in cl. 5.18 Ad Serving Rules, https://yandex.ru/legal/direct_display_rules/)..
CPM shall mean cost per thousand impressions. The Advertiser sets the maximum CPM or, depending on the strategy the Advertiser chose, the maximum average CPM in the Client Web Interface for the entire Group of Ads.
Search Advertising shall mean the principle for displaying an Advertisement in Advertising Spaces when an Advertisement shall be displayed subject to available respective word/phrase specified by the Advertiser as a criterion (a keyword/keyword phrase) for Display of this Advertisement in the user’s Search Query. Other (additional) criteria for Advertising Display (geotargeting, etc.) can be also included.
Contextual Advertising shall mean the principle for displaying an Advertisement when an Advertisement shall be displayed subject to available potential match automatically determined by Yandex of a web page subject (context) , which page displays the Advertisement, and/or a match of user's interests, who the Advertisement is displayed to, to the subject matter of such Advertisement, which is determined by the aggregate keywords/phrases, stated by the Advertiser in a related Advertising Campaign as a Display criterion for this Advertisement, or otherwise.
Media Advertising shall mean banner Ads placed under the terms of this Offer, the Price List and Media Advertising Placement Rules.
Services, «Yandex.Direct» Services shall mean Yandex services in placing the Advertiser’s Advertising on the Internet based on the Search, Context and Media Advertising principles according to the Offer terms and conditions.
Offer Acceptance shall mean complete and unconditional acceptance of the Offer by acting as specified in Clause 7. below. An agreement shall be entered into upon the Offer Acceptance.
Agreement shall mean a repayable agreement between the Advertiser and Yandex for rendering Yandex.Direct Services, which shall be entered into by the Offer Acceptance.
Advertiser shall mean a person who has accepted the Offer. The Advertiser shall be a Customer, who orders «Yandex.Direct» Services under the Agreement and bears responsibility for all its activities and activities of its representatives in Client web-interface.
Client web-interface shall mean a program interface for interaction of the Advertiser with Yandex.Direct service containing information about Advertiser, statistics and other data of Yandex.Direct Services and offers opportunities for remote interaction of the Parties within the Agreement (making and copying the Advertisements, managing the Advertising campaign, selection of key words, fixing Rates and other services), which is available for the Advertiser after authorization using of login and password of the Advertiser at Yandex.ru via application programs (including programs for digital devices) or API.
Geo Targeting shall mean display of the Advertisement to users, who have computer Internet IP-addresses (or proxy servers) belonging to a specified geographic area, according to Yandex, or who have set a specified geographic region as their geo-location on Yandex Internet information resources, or who specified the given geographical region in their Search Query, or whose most frequent location coordinates correspond, according to Yandex, to the given geographic region. No display of the Advertisement to users, who specified the given geographical region in their Search Query, or users, whose most frequent location coordinates correspond, according to Yandex, to the given geographic region, is guaranteed. The Advertiser can disable the Advertisement in the Web Client Interface for users, who specified the given geographical region in their Search Query and whose most frequent location coordinates correspond, according to Yandex, to the given geographic region.
1.2. The Offer can use other terms, which are not mentioned in Clause 1.1 above. In this event such terms shall be interpreted according to the Offer. In case of ambiguity in interpretations of a term in the Offer the term shall be interpreted as defined: primarily – in the Russian law, secondarily – in the Yandex.Direct Web Site, thereafter – as exists (common) on the Internet.
2. SUBJECT MATTER OF THE AGREEMENT
2.1. The subject matter of the Agreement shall constitute rendering «Yandex.Direct» Services to the Advertiser by Yandex on the non-gratuitous basis according to the Offer terms and conditions.
3. TERMS AND CONDITIONS FOR RENDERING SERVICES
3.1. It is obligatory in rendering the Services by Yandex that the Advertiser accepts and complies with what applies to relations of the parties in the Agreement requirements and provisions specified in the following documents (hereinafter referred to as «Binding Documents»):
The document «General Terms and Conditions. Advertising Requirements» placed on the Internet at https://yandex.ru/legal/general_adv_rules/ (hereinafter «General Requirements»);
The document «Advertising Requirements» placed on the Internet at https://yandex.ru/legal/direct_adv_rules/ (hereinafter «Requirements»);
The document «Ad Serving Rules» placed on the Internet https://yandex.ru/legal/direct_display_rules/ (hereinafter «Rules»);
The document «User Agreement for Yandex Services» placed on the Internet at https://yandex.ru/legal/rules/;
The document «Smart-banner. Advertising requirements» placed on the Internet at https://yandex.ru/legal/direct_adv_rules_smart_banner/ (hereinafter «Banner Requirements»);
The document “Audience: Terms of Service” placed on the Internet at https://yandex.ru/legal/audience_tos/ (hereinafter «Audience ToS»);
The document “Media Advertising Placement Rules on Yandex Resources” placed on the Internet at https://yandex.ru/legal/direct_display_rules_media/ (hereinafter “Placement Rules”);
The Price List placed on the Internet at https://yandex.ru/adv/prices-rtbdirect (hereinafter “Price list”);
The document “HTML5 Banners. Requirements to Advertising Materials” placed on the Internet at https://yandex.ru/adv/requirements/html5 (hereinafter “HTML5 Banners Requirements”);
The document “Promotion rules "Dynamic ads: cashback 10%” placed on the Internetat https://yandex.ru/legal/direct_cashback/.
3.2. The Services shall be rendered only in relation to Advertising Campaign (s) in which respect the Advertiser accepted the Offer.
3.3. The Advertiser (the Advertiser’s representative) shall independently prepare and edit an Advertising Campaign, including preparing and editing of Advertisements, selection of keywords according to the standard form in the subsection «Place an Ad» on the Yandex.Direct web site or the corresponding application programs (including programs for digital devices) following all the requirements set out in the Offer, unless otherwise additionally agreed upon by the Parties. The Advertiser shall be solely and completely liable for the compliance with applicable legislation as a person that establishes information into a form suitable for advertisements placement (using the resources provided by Yandex.Direct system) and guarantees that the Advertisements provided by the Advertiser to Yandex fully comply with applicable law.
3.3.1. The Advertiser (the Advertiser’s representative) shall get access via Client web-interface to the specified form for developing an Advertising Campaign after his/her/its authorization as a registered user on the Yandex.Direct web site or the corresponding application programs (including programs for digital devices) by entering the Advertiser’s login and password.
3.3.2. The Advertiser shall independently save the Advertising Campaign by using a respective function in the mode of Advertising Campaign development and order. An Advertising Campaign saved by the Advertiser shall be stored within at least twelve months after it ceases to appear in the subsection «My Campaigns» of the Yandex.Direct web site or the corresponding application programs (including programs for digital devices), including, according to the offered form, but not limited to the name, the advertising content, time period and terms and conditions of its display (keywords, geo targeting terms and conditions), Links (web site address and/or contacts), other terms and conditions.
3.4. Yandex shall be entitled to verify the Advertiser’s Advertisements for their compliance with requirements of the Agreement (the Offer) both prior to commencement of the Services and any time after the Advertising Campaign was placed for the first time. If an Advertisement fails to meet the requirements of the Agreement Yandex shall be entitled to refuse or to terminate placement of the Advertisement. Acceptance for placement and/or confirmation by Yandex of the possibility to place any Advertising Campaign and/or any changes in an Advertising Campaign shall under no circumstances mean confirmation by Yandex of the Advertiser’s right and/or granting the right to the Advertiser by Yandex to use intellectual property of third parties in such an Advertising Campaign in any way, including keywords.. According to Section 12 below the Advertiser shall be solely responsible for the above use and any consequences of the same, and for contents of an Advertising Campaign and its compliance with applicable legal requirements.
3.5. Appearance (format, size and other parameters) of an Advertisement shall comply with the criteria set out in the Requirements or Banner Requirements or HTML5 Banners Requirements (if applicable) (depending on the Advertisement type). An Advertisement must contain the Link, and:
3.5.1. an Advertisement may have a Link to a web site together with a Link to a contact page, or either of the above Links (if not otherwise stipulated in documents listed in cl. 3.1 of the Offer) (not applicable to Media Advertising);
3.5.2. a Link to a contact page in an Advertisement may bear a special indication to the same in the design of such Advertisements. Yandex shall define the way and appearance of such indication at its discretion (not applicable to Media Advertising);
3.5.3. if the same Advertisement has a Link to a web site together with a Link to the contact page, both such Links shall be equally covered by the terms and conditions of geo targeting specified by the Advertiser, and other conditions for placement and payment (not applicable to Media Advertising);
3.5.4. the requirements specified herein must apply to contents, format, terms and conditions for using any information provided by the Advertiser for placing a Link to the contacts page in an Advertisement, and such information, including address, phone number and/or other details shall be provided by the Advertiser and shall be placed by Yandex on a special page and/or in a special block, which shall have a format, appearance and address (URL) determined by Yandex in its sole discretion (not applicable to Media Advertising);
3.5.5. the Advertiser shall be totally responsible for accuracy of the information provided to be placed via a Link to the contact page and/or in a special block, for infringement of third parties’ rights when placing such information as part of an Advertising Campaign and for compliance with applicable legal requirements of the information on the contact page and/or in a special block (not applicable to Media Advertising);
3.5.6. Yandex shall be entitled when accepting an Advertisement for placement to verify (independently or involving third parties as subcontractors) information provided by the Advertiser, including accuracy of contact details, availability of telephone numbers, match of goods/services offered using the contact details with contents of an Advertisement;
3.5.7. Yandex shall be entitled when accepting an Advertisement for placement to refuse placing contacts and a Link to the contacts page included in an Advertisement and/or to refuse accepting an Advertisement if such Link is the only one in the Advertisement, and contacts under such Link are the only contacts specified for contacting the Advertiser; and Yandex shall be entitled to refuse placing both for the reason of failure of specified contacts to comply with Clauses 3.5.4, 3.5.6. above, and without giving any reasons (not applicable to Media Advertising);
3.5.8. Yandex shall be entitled in the course of rendering the Services to remove from an Advertisement, also after it was placed for the first time, a Link to the contacts page and/or to suspend Advertisement display if such Link to the contacts page is the only one available, when and if any errors and/or inaccuracy are revealed, including those resulting from verification according to Clause 3.5.6 above (not applicable to Media Advertising).
3.5.9. In case the use by the Advertiser of the "Yandex.Direct" Services is subject to the territorial scope of the national implementations of the Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data, (General Data Protection Regulation) the following document shall apply to the use of "Yandex.Direct" Services: https://yandex.com/legal/direct_dpa_ch/. The Advertiser hereby accepts the terms of the foregoing document and shall ensure compliance with such terms.
3.6. The Advertisement shall comply with the General Requirements (Clause 3.1. above).
3.7. A method of an Advertisement Display (statically or dynamically, other parameters of display) and Advertisement position in the display area (a position) shall be defined according to provisions of the Rules or Placement Rules (when Media Advertising is placed).
3.8. Yandex shall reserve the right:
3.8.1. to suspend rendering the Services and/or to terminate the Agreement(s) with the Advertiser unilaterally, if:
a) the cost of the Services rendered by Yandex under the Agreement, entered into on the advance payment terms, is equal or exceeds the amount transferred by the Advertiser to the settlement account of Yandex as an advance payment for the Services;
b) the Advertiser is in payment arrears to Yandex, specifically failed to meet payment terms under the Agreement entered into on the deferred payment terms.
3.8.2. to remove the Advertiser’s Advertising Campaign placed under the Agreement twelve months after termination of such Advertising Campaign. Within the above period the Advertiser shall have access to such Advertising Campaign (after authorization with the Advertiser’s login and password).
3.9. The Advertiser shall not be entitled to assign its rights by the Agreement to any third party.
3.10. The Advertiser shall be solely responsible for safety and confidentiality of the registration data (login and password). Any actions connected to Advertising Campaigns which involve using the Advertiser’s login and password shall be deemed performed by the Advertiser. The Advertiser shall be solely responsible to third parties for any actions performed using the Advertiser’s login and password. Yandex shall bear no responsibility for unauthorized use of the Advertiser’s registration data by third parties.
3.11. The Advertiser acknowledges that for the purpose of the Agreement, in particular for determining a number of impressions, a number of clicks, cost of the Services, only information of the Yandex automated tracking system shall be used («Yandex Statistics» hereinafter), which shall also be formed by results of processing queries and users’ Clicks.
3.12. Yandex shall give no warranty as to use and results (efficiency) of the Advertiser’s usage of statistics on the number of Advertisement impressions and on frequency of using the keywords chosen by the Advertiser in Search Queries, application of the geo targeting provision, or use of the “Audience” Service (https://audience.yandex.ru) by the Advertiser.
3.13. Statistics on the number of queries containing specific key words/phrases, and details on associative selection of words available on Yandex.ru, shall be intended solely for the purposes of placing a Search and Media Advertising as part of the Yandex.Direct Services and shall not be used in the automatic mode (using scripts, etc.).
3.14. Notwithstanding any other provision of this Offer, the Binding Documents, a contract made up as a written bilateral document, or any other document, Yandex may transfer to third parties any information received from the Advertiser or from other parties while the Services are rendered, and contractual terms, including confidential information, without securing the consent of the Advertiser or any other party, if such transfer is needed to protect Yandex’s rights and legitimate interests, including but not limited to transfer of such information to parties Yandex involves to make sure the cost of the Services rendered is paid.
4. RIGHTS AND OBLIGATIONS OF YANDEX
Yandex shall undertake:
4.1. To render the «Yandex.Direct» Service to the Advertiser according to the Agreement entered into on the Offer terms.
4.2. When rendering the Services under the Agreement to make Yandex Statistics available to the Advertiser (Advertiser’s representative) through the client web interface using the Advertiser’s login and password, and Yandex shall bear no responsibility if the Advertiser fails to review statistics for any reasons beyond Yandex control.
4.3.1. The Parties have agreed that the confidentiality provision related to the registration data (including personal data), specified by the Advertiser upon registration with Yandex.ru (via the corresponding application programs (including programs for digital devices) and/or upon entering into the Agreement shall not apply when Yandex uses such information for the purpose of billing the Advertiser for the Services, executing invoices and acts of delivery and acceptance of the Services with the Advertiser. Information (including personal data) and details provided by the Advertiser shall be subject to specification in the above documents.
Yandex shall be entitled:
4.4. To suspend provision of the Services under the Agreement to the Advertiser on the temporary basis for technical, technological or other reasons, which prevent rendering the Services, for the cure period.
4.5. To suspend the Services under the Agreement and/or to terminate the Agreement early in the unilateral extrajudicial manner by notifying the Advertiser if the Advertiser breaches obligations and/or warranties accepted according to the Agreement.
4.6. In case the Advertiser is not the tax resident of the Russian Federation, Yandex may not start rendering services before receipt of documents confirming tax status, domicile of the Advertiser outside the Russian Federation.
4.7. The Parties hereby agree that in the framework of the Agreement Yandex has the right to settle the funds that are transferred under the Invoice (paragraph 6.5. of the Offer), to repay the debt, which was formed under other Agreements concluded between Yandex and the Advertiser.
5. RIGHTS AND OBLIGATIONS OF THE ADVERTISER
The Advertiser shall undertake:
5.1. To independently prepare an Advertising Campaign, including making advertisements ready for advertising according to the established form (Clauses 3.3., 3.5., 3.6. above).
5.2. In the course of preparing, developing, altering an Advertising Campaign to meet all requirements of Yandex to advertising materials and terms and conditions of their placement specified in the Offer, and any applicable legal standards and requirements, including without limitation the Federal Law «On advertising», the law on intellectual property, the Federal Law «On competition protection».
5.3. Not to misuse the opportunities provided to the Advertiser for placing Advertisements as part of an Advertising Campaign under the Agreement (including the technical option of an independent choice of keywords, developing and altering Advertisement wording , specifying a hyperlink, a Link to the contacts page, any other opportunities for developing and making alterations to an Advertising Campaign); not to use independently or with involvement of third parties the Services and/or Yandex.Direct functionality for the purposes, which can be qualified as infringement of third parties’ intellectual rights, unfair competition, other law violations; not to perform actions, which influence normal operation of Yandex.Direct, constitute its unfair use, in particular, without limitation, not to perform unfair reproduction of Impressions and Clicks (manually and/or using any hardware and software), independently or with assistance from third parties.
5.3.1. Refrain from using instruments of Yandex.Direct to copy, extract or other use of the Advertisements, Advertising Campaigns for the purpose of using such Advertisements and/or Advertising Campaigns with other advertising systems, either manually or using automated instruments, unless such actions were approved by Yandex.
5.4. If advertised services or business are subject to licensing and/or obligatory certification, to deliver to Yandex duly certified copies of respective licenses, certificates by the time when a relative Advertising Campaign starts or within one business day after Yandex requested the same. If the Advertiser fails to present the above documents, Yandex shall be entitled to refuse and/or to suspend/to stop placing relative Advertisements and/or Advertising Campaign.
5.5. To pay for Yandex Services under the Agreement as specified in the Offer (the Agreement).
The Advertiser shall be entitled:
5.6. To have access to the statistics as agreed.
5.7. To alter an Advertising Campaign (including terms and conditions for placement) at any time subject to compliance with all requirements specified in the Agreement.
5.8. To suspend or to stop an Advertising Campaign at any time.
6. COST OF THE SERVICES AND PAYMENT TERMS
6.1. Cost of the Services rendered by Yandex under the Agreement shall be established according to Yandex statistics based on the Cost per Click and number of Clicks for an accounting period. And the Cost per Click shall be agreed upon by the Parties in the course of an Advertising Campaign to the extent of the minimum and maximum Cost per Click established by Yandex subject to the Rates, places and terms and conditions for placing Advertisements according to the Rules, and shall appear in the Yandex Statistics.
6.2. An accounting period for the Services shall constitute a calendar month.
6.3. Invoice cost of the Services and Cost per Click shall be VAT inclusive.
6.4. The Advertiser shall pay for the Services by bank transfer in RUR or any foreign currency used in the invoice to specify Service cost.
6.5. The Services shall be rendered to the Advertiser on the advance payment terms. The Advertiser shall make an advance payment in the amount of 100% (Hundred percent) of the total cost of ordered Services against an invoice from Yandex to the Advertiser («Invoice»), within 5 (five) business days after the invoice date. Payment of an invoice by the Advertiser shall constitute the Offer Acceptance and shall involve entering into the Agreement on the advance payment terms (Clause 7.1.1. below).
6.6. In the course of rendering Services the Advertiser may get partial deferment of payment for the Services rendered by Yandex («deferred payment» hereinafter).
6.7. Payment by the Advertiser shall be deferred at the discretion of Yandex subject to the following concurrent conditions:
6.7.1. The Advertiser is a Russian resident and a regular customer of the Services, specifically:
• has been an Advertiser in the Yandex.Direct system for at least six months preceding the current date;
• Yandex rendered the Services to the Advertiser for at least four accounting periods during the six months preceding the current date;
• monthly average cost of the Services rendered by Yandex to the Advertiser for six months preceding the current date constitutes at least 20 000 (twenty thousand) RUR (inc. VAT).
6.7.2. The Advertiser is out of debt to Yandex for Yandex services under any Agreement (s) entered into according to the Offer, in the aggregate. The Advertiser for the preceding six months did not violate the term of payment for Services rendered to the Advertiser under the Agreement on the deferred payment terms.
6.7.3. The Advertiser - legal person has the payment password on Yandex.ru, which must be used in the Invoice, which is subject to the deferred payment.
Advertiser is an individual who has got the confirmation code, automatically delivered by Yandex to the advertiser’s mobile phone, specified upon registration at Yandex.ru or in the Client web-interface.
Advertiser is an individual entrepreneur who either has got a payment password intended for corporations, or received a confirmation code intended for individuals (according to the personal details specified by the Advertiser in the Client web-interface).
6.7.4. The Advertiser is not an agent acting for the benefit of and at the expense of Yandex, or an agent operating for the benefit of and at the expense of third parties (end advertisers) in purchasing the Services.
6.7.5. There is no effective bilateral written Service Agreement with the condition of subsequent (full or partial) payment for the Services on their actual delivery between the Advertiser and Yandex.
6.7.6. The Advertiser accepted the Offer on the deferred payment terms (Clause 7.1.2. below).
6.8. The Offer from Yandex to enter into the Agreement on the deferred payment terms shall be supported by granting the Advertiser the opportunity of invoicing subject to deferred payment through the Client web-interface on Yandex.ru (the active option «Refill now, pay later» or the option “Suspension threshold”).
6.9. The payment can be deferred for the period of 15 (fifteen) calendar days from the Invoice date. Within the above term the Advertiser shall undertake to pay for the ordered Services at the rate of 100 % (hundred percent) of the Invoice amount.
6.10. The payment can be deferred for the Services for the total amount (Invoice amount) not exceeding the amount calculated specifically for the Advertiser according to his/her/its order history and specified in the customer interface as the provision of the Deferred Payment Agreement with indication of the maximum authorized amount of deferred payment.
For the purposes of this paragraph of the Offer, the term, being calculated in calendar days, shall not include nonworking public holidays.
6.11. For the purpose of the Agreement the Services shall be paid by non-cash method, particularly via bank transfer or other methods permitted by law and accepted by Yandex (in the section "Payment methods" on the Yandex.Direct web site). The Advertiser shall choose and use a payment method/form at his/her/its discretion and without any liability set out for Yandex. Safety, confidentiality, and other terms and conditions related to use of a payment method/form selected by the Advertiser shall beyond the Offer and the Agreement and shall be governed by agreements (contracts) between the Advertiser and relative organisations.
6.12. The Advertiser may notify Yandex on a payment made with delivering a copy of a payment document with a mark of the executing bank (when it is applicable for a corresponding method of payment).
6.13. The Services shall be deemed paid by the Customer when Yandex receives a confirmation from the bank of crediting the Yandex settlement account with the whole amount. At the discretion of Yandex, as the case may be, the following can prove a payment made: a) a scan-copy of a payment order in case of a non-cash payment; b) verification of the actual payment in favor of Yandex by Yandex via a payment system in case of an electronic payment by the Customer.
6.14. Herewith the Parties have agreed that if upon termination or cancellation of the Agreement the amount paid by the Advertiser for the Services in advance exceeds the cost of actual Services to the Advertiser under the Agreement the difference between the above amounts shall be deemed as paid by the Advertiser (in advance) for Yandex services under other (including future) Agreements, except when 1) otherwise directly provided by the Offer terms and conditions; 2) otherwise additionally agreed on by the Parties upon termination or cancellation of the Agreement. This condition shall survive cancellation or termination of the Agreement.
6.14.1. Yandex shall execute a unilateral Act on Services rendered subject to the scope of actual Services in an accounting period on a monthly basis (on the last day of an accounting period) and/or on termination of the Services under the Agreement (Invoice).
6.14.2. The Services shall be deemed duly rendered by Yandex and accepted by the Advertiser in the scope specified in an Act if within fifteen days after the end of an accounting period Yandex does not receive any reasonable written objections from the Advertiser.
Upon termination of the above term no claims from the Customer against defective Services, including in quantity (scope), cost and quality shall be accepted.
6.15. Where stipulated by current laws, if the Services are paid for online, and when money received from the said payment is refunded, a cash voucher shall be sent to e-mail address specified when issuing the invoice, or to e-mail address created when registering in Yandex.Passport (https://passport.yandex.ru) an account that the Advertiser logged into when making the payment.
7. ACCEPTANCE OF THE OFFER AND ENTERING INTO THE AGREEMENT
7.1. The Advertiser shall accept the Offer:
7.1.1. if the Agreement is entered into on the terms of an advance payment by advance payment against an Invoice for Yandex Services under the Agreement, within the specified timeframe. If the Offer is not accepted (Invoice is not paid) within the specified payment period, the Offer shall expire in relation to these ordered Services, and Yandex shall reserve the right to remove respective Advertising Campaigns.
126.96.36.199. If the Advertiser uses Auto Top-Up, the Offer is accepted upon activation of the said functionality in the Client Web Interface – in the scope specified by the Customer in the Client Web Interface. If the Services under the contract stipulating the Acceptance of the Offer (activation of the functionality) specified herein were not paid by the due date, the Offer shall expire in relation to these ordered Services, and Yandex reserves the right to remove respective Advertising Campaigns.
7.1.2. If the Agreement is entered into on the terms of a deferred payment:
188.8.131.52. by an advertiser - legal person through:
• acceptance of the Agreement entered into on the deferred payment terms by checking the box “I have read the offer and agree to all of its terms and conditions” in the Client web-interface, and
• invoicing the Invoice for the Services rendered on the deferred payment terms; or
• agreeing to enter into the Agreement on a deferred payment basis by activating the “Suspension threshold” option (if it is available to the Advertiser), allowing to order the Services automatically within the limits set by the Advertiser (and not exceeding the limits determined by Yandex).
184.108.40.206. an individual advertiser through:
• acceptance of the Agreement entered into on the deferred payment terms by checking the box “I have read the offer and agree to all of its terms and conditions” in the Client web-interface, and
• invoicing the Invoice for the Services rendered on the deferred payment terms by pressing “Refill now, pay later” button; or
• agreeing to enter into the Agreement on a deferred payment basis by activating the “Suspension threshold” option (if it is available to the Advertiser), allowing to order the Services automatically within the limits set by the Advertiser (and not exceeding the limits determined by Yandex).
220.127.116.11. an advertiser - individual entrepreneur through steps specified in 18.104.22.168 or 22.214.171.124 (according to the personal details specified by the Advertiser in the Client web-interface).
If within 15 (fifteen) days after the Deferred Payment Invoice date according to clause 7.1.2. the Advertiser fails to pay the Invoice and the invoiced Services fail to be actually rendered during the specified time (in particular, the Advertiser fails to commence placing an Advertising Campaign), Yandex shall be entitled to cancel the Invoice and the respective Agreement shall terminate.
7.2. In case the login used by the Advertiser for the purposes of the Agreement (including, but not limited to authorization and order of the Services) was also used before to order the Services on a deferred payment basis (by using the “Suspension threshold” option), the Advertiser accepts and agrees that the acceptance of the Offer by the Advertiser and the terms of the Agreement shall apply to the Services ordered on a deferred payment basis using the login of Advertiser in case such Services were not duly or fully paid at the moment the Offer was accepted by the Advertiser and the Agreement commenced. The foregoing provisions shall not apply to the Services ordered on a deferred payment basis using the login of the Advertiser (and not duly or fully paid) where the Act of acceptance was already issued by Yandex in respect of such Services. In the latter case the Agreement concluded between Yandex and Advertiser shall apply to the relationships of the Parties starting from the date where Yandex issued the Act of acceptance.
7.3. A separate Advertising Campaign can be covered by several successive Agreements, and the Agreement can be entered into in relation to several Advertising Campaigns.
7.4. The “Suspension threshold” option could be cancelled by the Advertiser after its activation only subject the condition that there is no outstanding debts under any agreement concluded by using the same login used by the Advertiser when ordering the Services.
8. THE OFFER TERM. AMENDMENTS TO THE OFFER TERMS AND CONDITIONS
8.1. The Offer shall become effective upon its placement on the Internet at https://yandex.ru/legal/oferta_direct/ and shall expire upon its cancellation by Yandex.
8.2. Yandex shall reserve the right to make amendments to the Offer terms and conditions, as well as to amend Binding Documents, and/or to cancel the Offer, as well as cancel any of the Binding Documents at any time at its own discretion. If Yandex makes amendments to the Offer and/or any of the Binding Documents, these amendments shall become effective upon placing the Offer and/or Binding Documents as amended on the Internet at the addresses specified in Clauses 3.1 and 8.1. above, unless any other term for amendments effectiveness is additionally specified for such placement.
9. TERM AND AMENDMENTS TO THE AGREEMENT
9.1. The Offer Acceptance by the Advertiser according to Clause 7. above shall generate the Offer Agreement (Article 438 of the Civil Code of the Russian Federation).
9.2. The Agreement shall become effective upon the Offer Acceptance by the Advertiser and shall remain in effect: a) until the Parties meet their obligations under the Agreement, i.e. until the Advertiser pays for the Services and until Yandex renders the Services in the scope subject to cost of the Services, or b) until the Agreement terminates.
9.3. The Advertiser shall agree and acknowledge that any amendments to the Offer and/or Binding Documents shall involve amendments to the Agreement entered into and effective between the Advertiser and Yandex, and the same amendments to the Agreement shall become effective together with the same amendments to the Offer and/or Binding Documents.
9.4. If Yandex cancels the Offer during the term of the Agreement the latter shall be deemed terminated upon its cancellation unless otherwise specified by Yandex upon the Offer cancellation.
10. AGREEMENT TERMINATION
10.1. The Agreement can be terminated:
10.1.1. Any time upon agreement by the parties.
10.1.2. Upon initiative from either Party if the other Party violates the Agreement with a written notification to the other Party.
10.1.3. For other reasons set out in this Offer.
11.1. During the term of the Agreement Yandex shall make all reasonable efforts for curing any failures and errors, if they occur, as quickly as possible. In this event Yandex shall not guarantee error- and failure-free placement of Advertisements, including in relation to the software operation.
11.2. Except for the warranties directly specified in the Offer Yandex shall not make any other direct or implied warranties under the Agreement and shall directly waive any warranties or conditions as to non-infringement of rights, compliance of the Services to specific purposes of the Advertiser.
11.3. By agreement with terms and conditions and by acceptance of the terms and conditions of this Offer by accepting the Offer the Advertiser (or the Advertiser’s representative, including an individual duly authorized to enter into the Agreement on behalf of the Advertiser) shall state and guarantee to Yandex, that:
11.3.1. The Advertiser (the Advertiser’s representative) stated true details, including personal details, of the Advertiser (the Advertiser’s representative) upon registration as a user in Yandex.ru and true details, including personal details, of the Advertiser when executing payment documents in relation to the Services.
11.3.2. The Advertiser shall enter into the Agreement on the voluntary basis, and the Advertiser (the Advertiser’s representative): a) has completely reviewed the terms and conditions of the Offer, b) completely understands the subject matter of the Offer and the Agreement, c) completely understands importance and consequences of his/her/its actions in terms of entering into and executing the Agreement.
11.3.3. The Advertiser (the Advertiser’s representative) shall have all the authority and the powers necessary for entering into and executing the Agreement.
11.3.4. Placement of an Advertising Campaign, reproduction and display of Advertisements as part of an Advertising Campaign, contents and form of advertising materials (including, but not limited to contents of Advertisements, web pages and sites, which a Link shall lead to, contact details, intellectual property used in an advertising), use of key words/phrases, materials, where a Link shall lead to, shall not violate and shall not involve violation of the applicable law and/or the rights of third parties.
11.3.5. Applying additional settings/strategies of Ads placement and additional functionalities on advertising campaigns management that allow the Advertiser to generate automatically the Ads content including but not limited as to the Ad’s headlines, the Links, icons and to specify key words for an Ad display, the Advertiser agrees that the Advertiser is responsible for the correspondence of the Ads content generated by him using the additional settings and functionalities to the applicable legal requirements including advertising and competition legislation. Yandex does not guarantee that there is no errors in these additional settings and functionalities work, also Yandex does not guarantee the correspondence of their work to Advertiser’s goals and expectations.
12. LIABILITY AND LIMITATION OF LIABILITY
12.1. For violation of the Agreement the Parties shall be held liable as established by the Agreement and/or by the applicable law of the Russian Federation.
12.2. Yandex shall under no circumstances be held liable under the Agreement for: a) any action/omission, which directly or indirectly result from an action/omission of the Advertiser and/or third parties; b) any indirect losses and/or loss of profit by the Advertiser and/or third parties regardless of whether Yandex could or could not foresee such losses; c) use (impossibility to use) and any consequences of use (impossibility to use) by the Advertiser of the payment form he/she/it chose under the Agreement, and equally use/impossibility to use any means and/or ways of delivering/receiving information by the Advertiser and/or third parties.
12.3. The aggregate scope of Yandex liability under the Agreement, including the amount of penalties (fines, forfeits) and/or indemnities under any claim or action in relation to the Agreement or its execution, shall be limited to 10 % of the Services cost under the Agreement.
12.4. The Parties shall be free from any liability for partial or complete failure to execute their obligations under this Agreement if such failure resulted from force majeure circumstances, which occurred after entering into the Agreement, or if the failure to execute their obligations by the Parties under the Agreement resulted from any emergency, which Parties could neither foresee nor prevent reasonably. Force majeure circumstances shall include events, which a Party cannot affect and for occurrence whereof it shall bear no responsibility, including but not limited to wars, revolts, strikes, earthquakes, floods, other acts of nature, a fire, power supply failures through no fault of the Parties, actions and acts of authorities, which occurred after entering into the Agreement and which prevent execution of obligations established by the Agreement, and other unforeseen circumstances and events and facts beyond the parties’ control.
12.5. The Advertiser shall bear entire liability for a) compliance with all legal requirements, including but not limited to the law on advertising, on intellectual property, on competition, in terms of contents and form of Advertising and materials, where a Link placed by the Advertiser shall lead to, choice of keywords, use of the site (domain name of the site), where a Link is placed, other actions he/she/it performs as an advertiser and/or an advertising producer; b) accuracy of details specified upon registration as a user on Yandex.ru, and reliability of the Advertiser’s warranties and statements contained in Clause 11 above.
12.6. Subject to the terms and conditions of Clause 12.5 above the Advertiser shall undertake on his/her/its own and at his/her/its expense to settle disputes and claims of third parties related to advertising (Advertising Campaigns, Advertisements), in connection with its placing under the Agreement, or to pay damages (including legal costs) incurred by Yandex in connection with claims and actions based on placing the Advertiser’s Advertising under the Agreement. If content, form and/or placement of the Advertiser’s advertising under the Agreement caused governmental authorities to order Yandex to pay a penalty the Advertiser shall undertake immediately upon a request from Yandex to deliver the required information related to placement and contents of advertising, to cooperate with Yandex in settlement of orders, and to cover any damages (including expenses on penalty payment) incurred by Yandex as a result of orders related to placement of the Advertiser’s Advertising.
12.7. If the Advertiser fails to comply with payment terms in relation to the Services rendered by Yandex under the Agreement entered into on the deferred payment terms, Yandex shall be entitled to recover penalty against the Advertiser at the rate of 0,1% of the overdue amount for each day of delay.
12.8. If the Advertiser fails to comply with the terms of the Agreement, Yandex shall be entitled to suspend the Services until the Advertiser cures the violations and completely compensates (recovers) losses incurred by Yandex through such violation and/or to terminate the Agreement with a respective notification to the Advertiser to the Advertiser’s e-mail address stated upon developing an Advertising Campaign. Yandex shall be entitled to withhold the amount of penalties and forfeits incurred according to the Agreement from the amounts received from the Advertiser as prepayment of the Services of Yandex.
12.9. Yandex is entitled to refuse to place or to terminate placement of an Advertisement in case the placement of the Advertisements with a Link to the respective web site had previously caused governmental authorities to order Yandex (its affiliated persons and partners) to pay penalties, till the moment of full reimbursement of such damages incurred by Yandex (its affiliated persons and partners), regardless of who the Advertiser in terms of such Advertisement was. Yandex is also entitled to refuse to provide Services to the person placing Advertisements by means of an account which had been used to place Advertisements that caused governmental authorities to order Yandex (its affiliated persons and partners) to pay penalties, till the moment of full reimbursement of such damages incurred by Yandex (its affiliated persons and partners), regardless of who the Advertiser in terms of such Advertisement was.
13. OTHER CONDITIONS
13.1. The Agreement, its conclusion and execution shall be regulated by the applicable law of the Russian Federation. Any issues not covered by the Offer or covered incompletely, shall be governed by the substantive law of the Russian Federation. If the Parties fail to settle disputes between the Advertiser and Yandex in relation to the Agreement through negotiations, they shall be subject to review as established by the applicable law in the Arbitration Court of the city of Moscow.
13.2. Any notifications under the Agreement can be served by one Party to the other Party: 1) by e-mail a) to the Advertiser’s e-mail address stated upon developing an Advertising Campaign from the Yandex e-mail address stated in Clause 14 below if the Advertiser is a recipient, and b) to the Yandex e-mail address stated in Clause 14 below from the Advertiser’s e-mail address stated upon developing an Advertising Campaign; 2) by fax; 3) by a registered mail with return receipt requested or by express mail with delivery notification.
13.2.1. The Parties agree that any Acts, bills and invoices to be delivered by Yandex to the Advertiser may be sent in the form of an electronic document signed by an enhanced encrypted and certified digital signature as required by Federal Law No. 63-FZ On Electronic Signature, dated 06 April 2011, provided that any other documents in such format may only be sent in the afore-mentioned order subject to prior notice to be given by Yandex to the Advertiser by any of the following means: e-mail; fax; courier delivery; post; or an electronic document signed by an enhanced encrypted and certified digital signature as required by Federal Law No. 63-FZ On Electronic Signature, dated 06 April 2011, to be delivered by Yandex to the Advertiser.
The Parties hereby acknowledge and represent that only enhanced encrypted and certified digital signature may be used for the purposes of electronic documents exchange in the above cases, and further represent that their electronic document management practices will fully comply with Federal Law No. 63-FZ On Electronic Signature, dated 06 April 2011, and other applicable legislation.
Yandex may only use the above method to send Acts, bills and invoices subject to the following conditions having been fulfilled by the Advertiser:
the Advertiser having subscribed to an electronic document management operator services; and
the Advertiser having signed an electronic document management agreement with Yandex using its user account with the electronic document management operator's system.
Yandex and the Advertiser acknowledge that the term 'Seller' in the electronic document management system shall be equal to 'Yandex' or 'Contractor', and the term 'Buyer' shall be equal to 'Advertiser' or 'Customer'.
13.3. If one or more provisions hereof shall for any reason appear void, invalid, such invalidity shall not influence the validity of any other provision of the Offer (Agreement) which shall remain effective.
13.4. Without conflicting the terms and conditions of the Offer, the Advertiser and Yandex shall be entitled at any time to execute the Service Agreement in the form of a written bilateral instrument.
13.5. Yandex can provide to the Advertiser the translation of this Offer from Russian into other languages, but in case of discrepancy between the conditions of the Offer in Russian and its translation, the Russian version of the Offer shall be exclusively valid.
14. YANDEX DETAILS:
Name: Limited Liabilities Company "Yandex"
Location: 16, Lev Tolstoy St., Moscow 119021, Russia
TIN 7736207543 CRR 997750001
Tel.: (+7495) 739-70-00
Fax: (+7495) 739-70-70
the feedback form at https://yandex.ru/support/direct/troubleshooting/
1. PAO Sberbank Rossii
c/a 301018104000000002252. AO ING Bank Eurasia
c/a 301018105000000002223. AO Unicredit Bank
c/a 301018103000000005454. AO Raiffeisenbank
Address in the Internet: https://yandex.ru/legal/oferta_direct/
Date November 19, 2003
Date of the latest amendments January 31, 2019
Effective Date January 31, 2019
Previous version of the document: https://yandex.ru/legal/oferta_direct/20122018/.Previous version of the document: https://yandex.ru/legal/oferta_direct/19122018/. Previous version of the document: https://yandex.ru/legal/oferta_direct/19122018/.
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