ADFOX Service Access Terms

For the Partner to render Services as per the Yandex Advertising Network Terms of Offer (https://yandex.com/legal/oferta_yan_ch) (hereinafter referred to as the "Offer"), the Partner may be granted access to the online service “ADFOX” under the terms and conditions of this document (hereinafter referred to as the "Terms"):

1. Terms and Definitions

1.1. The following terms and definitions are used in these Terms:

Service – online service “ADFOX” provided and maintained by Yandex and available to the Partner at: https://www.adfox.ru. The Service is meant, inter alia, to manage the placement of Materials on the Internet as per the Terms and to obtain information and statistics.

Service Interface – software interface available to the Partner after logging in with the Partner’s login and password (inter alia, via Service API), which enables the Partner to interact with the Service remotely.

Yandex Statistical Data – Yandex automated accounting data system owned by and available to the Partner via Service Interface, which, inter alia, may contain (depending on the purpose of the accounting data system) data on how the Partner uses the Service.

Service API – software interface for the interaction of applications the Partner uses to communicate with the Service. The Service API terms of use can be found in Section 4 of these Terms.

Locations – places allocated in the design of web pages of websites on the Internet and in the design of computer programs (including those for mobile devices) meant to place Materials.

Materials – information in the form of text, graphics, images, audio and/or video materials, or any combination thereof, which may also contain their code (hyperlinks).

Access Code – software module (HTML code or any other code, including SDK) embedded in the code of a web page and/or computer program (including those for mobile devices) and meant to access and display Materials in Locations.

Yandex and the Partner may be also hereinafter referred to as the “Party” and the “Parties”, respectively.

1.2. The Terms may use other terms, which are not defined in cl. 1.1 of the Terms. In this case, such terms are interpreted in accordance with the text of the Terms. If the text of the Terms provides no clear-cut interpretation of a term, one shall be guided by: first of all – the interpretation of the term defined by the laws of the Russian Federation, if there is no such term in the laws of the Russian Federation – the interpretation of the term available in the respective section of www.ADFOX.ru or www.yandex.com, and if there is no such term in such section – the interpretation of the term generally accepted on the Internet.

When starting to use the Service / its functions, the Partner is deemed to have accepted these Terms in full, without any reservation or exception. If the Partner disagrees with any provision of the Terms, the Partner may not use the Service.

2. Subject Matter of the Terms

2.1. The Terms are meant to provide the Partner with controlled remote access to the Service to manage the placement of Materials as per the Terms and to render service activities as per the Offer. In particular, Yandex provides means for the Partner to:

2.1.1. set selection and display criteria for Materials in respective Locations;

2.1.2. create and modify the description of Locations and manage the placement of Materials in them (including, but not limited to, various types of targeting used and other selection and display criteria);

2.1.3. manage the placement of Materials in Locations on third-party websites (including, but not limited to: setting display criteria: quantity and cost of impressions, description of a Location, targeting, and other parameters);

2.1.4. receive and process information and statistical data on how the placement of Materials is managed in Locations;

2.1.5. use the Service in any other way and for purposes not inconsistent with these Terms.

2.2. The Parties determine the scope of Service functions, specific methods, and parameters for the Partner to use the Service as per the provisions of the documents listed in cl. 2.3 of these Terms.

2.3. The use of the Service by the Partner is governed by these Terms and other Yandex documents, including, but not limited to:

2.3.1. User Agreement available at: https://yandex.com/legal/rules (for the use of the Account by the Partner as stipulated in Section 2 of the User Agreement for Yandex Services for the purposes of accessing certain functions of the Service),

2.3.2. Privacy Policy available at: https://yandex.com/legal/confidential (for the use of the Account by the Partner as stipulated in Section 2 of the User Agreement for Yandex Services for the purposes of accessing certain functions of the Service,

2.3.3. Data Processing Agreement (https://yandex.com/legal/adfox_dpa_ch) (if the use of the Service by the Partner is covered by EU General Data Protection Regulation 2016/679 dd. April 27, 2016 (GDPR), which take precedence over the Terms.

2.3.4. Offer (as it applies to the interaction of the Parties not covered by the Terms).

The documents mentioned in this cl. 2.3 are hereinafter jointly referred to as the Regulatory Documents and form an integral part of the Terms.

2.4. The Partner shall read all the Regulatory Documents and comply with the provisions of such documents. When starting to use the Service / its functions, the Partner is deemed to have accepted the Regulatory Documents in full, without any reservation or exception. If the Partner disagrees with any provision of the Regulatory Documents, the Partner may not use the Service.

2.5. The Partner accesses the Service to the extent the Partner logged in (entered the Partner’s login and password) via Service Interface or using application programs to interact with the Service Interface remotely, inter alia, via Service API, with:

2.5.1. the Partner being solely responsible for the safety and confidentiality of the Partner’s login and password the Partner uses to access the Service Interface (inter alia, using application programs to interact with the Service Interface remotely, including access via Service API).

2.5.2. All actions performed via Service Interface with the Partner’s login and password (inter alia, using application programs to interact with the Service Interface remotely, including access via Service API) are deemed performed by the Partner.

2.5.3. Yandex is not held liable for any unauthorized use of the Partner’s login and password by third parties. If the Partner reasonably assumes that the confidentiality of access to the said data has been or may be broken, it should immediately inform Yandex and take measures to prevent adverse consequences of such breach.

3. Rights and Obligations of the Parties

3.1. The Partner undertakes to:

3.1.1. take all necessary measures, if the Service is used to place and/or manage the placement of Materials in the Partner’s Locations, to make the Materials ready and fit for placement and distribution.

3.1.2. not to use the Service to manage the placement of Materials that do not meet legislative requirements applicable to such placement (including, but not limited to, advertising and competition protection laws) and infringe third-party rights (including, but not limited to, intellectual property rights). The Partner also agrees to be held fully liable for meeting the requirements of applicable laws (including, but not limited to, advertising and competition protection laws) and third-party rights (including, but not limited to, intellectual property rights) indemnifying Yandex against any third-party claims (including authorized public bodies) regarding Materials or any other content posted via Service.

3.1.3. take measures objectively dependent on the Partner, if the Partner uses the Service to place Materials being advertisements, to keep such Materials placed via Service for at least twelve (12) calendar months of the end of placement and, if Yandex requests so, provide it with copies of such Materials and any other information on their placement Yandex may reasonably need within a reasonable time from when Yandex sent a respective request.

3.1.4. not to use the Service to place Materials and/or any other content containing malicious program code and/or spyware and not to use any means of automated access to access the Service (including robots and bots), except for access via Service API.

3.1.5. not to license, sublicense, resell, transfer, decompile, disassemble, alienate, distribute, or use the Service in ways not covered by the Terms without the prior written consent of Yandex.

3.1.6. Provisions of subcl. 3.1.1-3.1.4 of the Terms do not apply, if the Partner places Materials being Advertisements as defined in the Offer.

3.2. The Partner may:

3.2.1. access Yandex Statistical Data in the manner and as stipulated by the Terms, the Regulatory Documents, and additional terms that Yandex and the Partner may approve in the normal course of business (via email or via Service Interface).

3.2.2. use Access Code only for the purposes, in the ways, and in the manner stipulated by the Terms and technical requirements of Yandex.

3.3. Yandex may:

3.3.1. monitor, collect, and/or analyze the statistics of all the actions (including, but not limited to, impressions, clicks, conversions) the Partner performed when using the Service and transfer such information to Yandex affiliates.

3.3.2. temporarily suspend access to the Service for technical or other reasons preventing from providing access to the Service, while such reasons are being handled.

3.3.3. suspend access to the Service, if the Partner breaks the Terms.

3.4. Yandex undertakes to:

3.4.1. provide the Service as per the Terms, the Regulatory Documents, and technical requirements of Yandex.

4. Terms of Service Provision Level and Access to the Service API

4.1. Yandex undertakes to take all reasonable measures to make sure the Service and the Service API are available 24/7/365.

4.2. Yandex provides the Service and the Service API "as is", i.e. Yandex does not guarantee the uninterrupted and error-free operation of Yandex equipment and software used to provide the Service and the Service API, both as a whole and their individual components and/or functions.

4.3. Yandex provides reasonable technical support to the Partner related to the Partner’s access to the Service. Technical support is provided by e-mail at the Partner's request on weekdays from 10:30 a.m. to 07:30 p.m. Moscow time.

4.4. Yandex undertakes to take commercially reasonable measures to notify the Partner in advance of planned preventive maintenance or repair that can interrupt the operation of the Service and/or the Service API and to promptly notify the Partner of any emergency failures of the Service and/or the API Service as soon as possible.

4.5. The Partner fully accepts and concurs with the operation algorithm of the Service and the Service API and with any other technical criteria of the Service and the Service API (including, but not limited to, those listed online at: http://help.adfox.ru). In this respect, the Partner agrees that Yandex may set and modify such algorithms and other technical criteria unilaterally without notifying the Partner.

4.6. The Partner is held solely liable for data backup.

5. Warranties

5.1. The Partner represents and warrants that:

5.1.1. The Partner has all the rights and authority needed to use the Service.

5.1.2. The Partner uses the Service voluntarily and the Partner (the Partner's representative): a) have full knowledge of the Terms; b) fully understands the subject matter of the Terms; c) fully understands the meaning and consequences of its actions in relation to the Service.

5.1.3. The Partner (the Partner's representative) specified reliable data, including the personal data of the Partner (the Partner's representative) when signing up as a user of Yandex services.

5.1.4. the Service will only be used as per the Terms, all the rules and requirements of applicable laws (including, but not limited to, advertising, competition protection, and intellectual property laws) and does not infringe any third-party rights and Yandex rights.

5.2. The Partner hereby agrees and acknowledges that:

5.2.1. The Service is provided due to the technical processing of information with Yandex software, equipment, and technologies.

5.2.2. The Partner (or any other third party, including the Partner’s customer) performs all the activities to manage the placement of Materials in Locations directly, at own business risk.

5.3. Yandex represents and warrants that:

5.3.1. the exclusive rights to the Service and the Service API are vested in Yandex.

5.3.2. Yandex has all the necessary rights, licenses, and permits to make the Service and the Service API accessible to the Partner.

5.4. Except for the representations and warranties stipulated in the Terms, each Party expressly disclaims any representations or warranties, both express or implied, including guarantees of fitness of products and/or services for the specific purpose of the Party and/or a third party.

6. Responsibility and Limitation of Liability

6.1. The Parties will be held liable for any violation of the Terms under the Terms and the applicable laws.

6.2. The Partner agrees and acknowledges that Yandex is not and cannot in any way be the body liable for any actions the Partner performs when using the Service and the Service API, including, but not limited to, methods, time, procedure, and other parameters of placing Materials in Locations, and for actions related to obtaining information and statistics as the Terms prescribe.

6.3. All disputes having to do with the Partner using the Service and the Service API shall be resolved by the Partner independently and at the Partner's expense. The Partner undertakes to indemnify and hold Yandex harmless in case of any claims, demands, actions, or other procedural documents entered against Yandex (hereinafter referred to as Claims) in relation to (a) the Partner using the Service and/or the Service API in violation of the Terms; (b) the assumption that Materials placed using the Service infringe third-party rights, are offensive, defamatory, obscene, unreliable, and violate provisions of any applicable law; or (c) the unreliability and/or invalidity of any representation or warranty the Partner provided as per the Terms. The Partner undertakes to indemnify Yandex for losses Yandex incurred and reimburse reasonable expenses (including expenses for legal advisors and representatives) related to a respective Claim entered against Yandex. The provisions of this clause do not apply where placed Materials are Advertisements as defined in the Offer.

6.4. If a third party enters or, in Yandex’s opinion, can enter a claim relating to the infringement of such third party's exclusive rights and based on the breach of a warranty Yandex provided in cl. 5.3.1 of the Terms, Yandex may, at own discretion and expense: (i) authorize the Partner to continue using the Service and/or the Service API; or (ii) replace or modify the Service to eliminate the infringement of the exclusive rights with no significant changes in Service functions. This cl. 6.4 is Yandex's only obligation and the Partner’s sole right regarding claims related to the infringement of third parties' exclusive rights based on the breach of a warranty Yandex provided in cl. 5.3.1 of the Terms.

6.5. Nothing in the Terms excludes or limits the liability of the Parties (a) for intentional violations of the Terms; (b) for fraudulent acts and knowingly false representations and/or warranties; (c) for the misuse of Confidential Information.

6.6. Yandex shall not be held liable for:

6.6.1. the inability to use the Service due to (a) any malfunctions on the Internet, its parts and/or segments; (b) actions / omission of communication network operators (providers); (c) failures of equipment and/or computer programs the Partner uses to access the Service.

6.6.2. fitness (non-fitness) of the Service and results of using the Service by the Partner for any purposes of the Partner (and third parties), including the Partner's purposes related to placing and/or managing the placement of Materials on the Internet.

6.6.3. any indirect losses and/or lost profit and/or loss of information of the Partner and/or third parties, regardless of whether or not Yandex could foresee such indirect losses;

6.7. Yandex reserves the right to suspend or terminate access to the Service for the Partner at any time without prior notice to the Partner, if the Partner breaks the Terms.

7. Changing conditions of the Terms

7.1. Yandex may change the terms of the Regulatory Documents at any time without notifying the Partner. The current version of the Terms is available at: https://yandex.com/legal/adfox_terms_ch, and current versions of other Regulatory Documents – at the URLs listed in cl. 2.3 of the Terms. The risk of failing to read a revised version of the Regulatory Documents is borne by the Partner; continued use of the Service once the Regulatory Documents have been amended constitutes consent to their revised version. If the Partner disagrees with a new version of the Terms or other Regulatory Documents, the Partner shall stop using the Service.

7.2. The Partner agrees and acknowledges that amending the Terms and/or the Regulatory Documents will result in amending an Agreement signed and effective between the Partner and Yandex and these amendments to the Agreement will become effective at the same time as such amendments to the Terms and/or the Regulatory Documents.

7.3. Yandex may suspend access to the Service and/or terminate the Agreement with the Partner unilaterally, if the Partner broke the Terms.

Date of publication: June 3, 2019