Audience: Terms of Service
Date of placement: May 25, 2018
Effective date: May 25, 2018
This document covers the use of the “Audience” service by users that have a business established in the territory of a member state of the European Economic Area or Switzerland, or that, for other reasons, are 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; hereinafter – "GDPR"). If the aforementioned is not the case, the use of the “Audience” service is covered by document that can be found here: https://yandex.ru/legal/audience_tos/.
These Terms of Service for “Audience” Service (hereinafter referred to as “ToS”) shall apply to provision of “Audience” Service by Yandex Europe AG (hereinafter – “Yandex”) of “Audience” Service as follows:
1.1. In these ToS the following terms and definitions shall have the following meaning:
Personal Data shall have the meaning of Art. 4 Sec. 1 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; hereinafter – "GDPR").
Processing data shall have the meaning of Art. 4 (2) GDPR, i.e. any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combi-nation, restriction, erasure or destruction.
Data Controller shall have the meaning of Art. 4 (7) GDPR, i.e. the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.
Audience Service, Service shall mean the online service available to the Client on https://audience.yandex.ru, allowing Client to upload the Client Personal Data, to ensure technical processing of such data by Yandex, to use the results of such processing for the purposes of serving targeted advertising to the Users, to receive information and statistical data regarding uploaded Client Personal Data, as well as to provide access to such data to the third parties subject to the terms and conditions hereunder and terms of the Data Processing Agreement, and for other means of using the Services.
Segment shall mean the group of Client Personal Data used for the purposes of placement, management of placement, targeting of ads in the Internet, formed basing on the analysis of the Users’ behavior in the Internet and respective forecast of interests or groups of interests associated with such Users.
Client shall mean any person using the Service according to these ToS. With regards to the GDPR the Client is the Data Controller.
Client Interface shall mean the program web interface available to the Client upon authorization using the Client's login and password on Yandex.ru, or using software applications for the remote interaction with the Client Interface, including via the Service API, providing the Client with the opportunity of remote interaction with the Service, including, but not limited to, the following functionality: uploading of the Client Personal Data, management of such Client Personal Data, retrieving information and statistical data about uploaded Client Personal Data. Client Personal Data could also be uploaded into the Service from web-analytics services, including but not limited to “Yandex.Metrica” (https://metrika.yandex.ru), by setting up technical link between the Service and the counter code of the Client (or the third party’s counter code made available to the Client by such third party) on such web-analytics service.
User shall mean any person using web-resources in the Internet and/or software (including applications for mobile devices).
Yandex Statistical Data shall mean automated accounting data owned by Yandex and available to the Client through the Client Interface, which may contain, inter alia, depending on the accounting system functionality, information in electronic form regarding uploaded Client Personal Data and other information related to interaction between Yandex and the Client.
Yandex.ru shall mean Yandex Internet resources available on yandex.ru domain.
1.2. These ToS may contain the terms not defined in clause 1.1 of these ToS. Such terms shall be construed in accordance with the text and the general meaning of these ToS. In case of absence of the clear interpretation of the respective term within the text hereof, it shall be construed as follows: first, interpretation of the term provided by the laws of Switzerland and applicable privacy laws, including GDPR; then interpretation of the term provided in the relevant section of www.yandex.ru, and, then interpretation of the term generally accepted in the Internet.
1.3. Unless otherwise expressly provided herein, all the provisions of these ToS governing the uploading into the Service, transfer, provision of access to, grouping and any other use of the Client Personal Data anyhow, as well as all respective rights, obligations and liability of Yandex and/or Client shall cover Segments and other means of grouping of Client Data.
2. General Provisions and Applicable Documents
2.1. Use of the Service by the Client shall be governed by these ToS and other Yandex documents, including, but not limited to:
User Agreement for Yandex Services available on https://yandex.com/legal/termsofservice/,
The Data Processing Agreement, available at: https://yandex.com/legal/audience_dpa_ch/
Other documents and agreements, including those governing the services provided by Yandex with respect to the placement of the Client’s advertising materials on the Internet and/or provision of the Client with the access to Yandex systems of management of placement of the Client’s advertising materials on the Internet, as well as Service API terms and conditions (or similar document).
Documents specified above are hereinafter referred to as “Applicable Documents”.
2.2. The Client shall review all Applicable Documents and comply with their provisions. When Client starts using the Service or its particular functions, it shall be considered that the Client fully accepts these ToS and the terms and conditions of the Applicable Documents, without any reservations and/or exceptions. If the Client does not agree with any provisions hereof or the Applicable Documents, the Client is prohibited from using the Service. In case of any conflict between these ToS and the User Agreement for Yandex services, the terms of these ToS will prevail. In case of any conflict between these ToS and the Data Processing Agreement, the terms of the Data Processing Agreement will prevail.
2.3. Yandex may at any time amend these ToS and the Applicable Documents without notifying the Client, unless otherwise provided by the Data Processing Agreement. The current version hereof is available on https://yandex.com/legal/audience_tos_ch/. Clients understands and agrees that it shall bear the risk of not reviewing the new version hereof and the Applicable Documents; if the Client continues to use the Service after amendment of the ToS and the Applicable Documents, it is deemed to accept respective new version of ToS and/or the Applicable Documents.
2.4. If Yandex amends these ToS as provided for in clause 2.3 hereof, and the Client does not agree with these amendments, it shall immediately stop using the Service.
2.5. These ToS and the relations between Yandex and the Client arisen in connection to use of the Service, are subject to the applicable laws of Switzerland. Throughout the text of this Agreement, unless directly stated otherwise, the term legislation means legislation of Switzerland and GDPR.
3. Provision of the Service
3.1. Yandex shall provide the Client with the technical ability to interact with the Service, including, but not limited to:
3.1.1. Grant remote access to the Service,
3.1.2. Allow uploading into the Service of the Client Personal Data,
3.1.3. Allow management of the uploaded Client Personal Data processed via the Service including, but not limited to, granting access to such Client Personal Data to the third parties (subject to the terms and conditions hereunder), as well as Processing of the uploaded Client Personal Data.
3.1.4. Allow receiving information and statistical data about uploaded Client Personal Data,
3.1.5. Provide the Client with an opportunity to benefit (in the form of serving targeted advertisement through advertising services provided by Yandex) from the Segments formed by Yandex independently or received by Yandex from third parties (data suppliers), with the use of anonymized data regarding the Users, the data regarding Users’ interests and behaviour in the Internet (hereinafter referred to as “Yandex Segments”). . The Client agrees that Yandex shall be Contoller (or Processor of such Yandex Segments) and the Client receives no access to any Personal Data comprising such Yandex Segments and has no rights to the data comprising such Yandex Segments.
3.1.6. Enable to use the Service by other means and for other purposes compatible with these ToS.
3.2. The Client may access the Service upon authorization (entering by the Client of the Client’s login and password on Yandex.ru) through the Client Interface (or using software applications for the remote interaction with the Client Interface, including via the Service API), while:
3.2.1. The Client shall be independently liable for safety and confidentiality of the Client’s login and password used by the Client to access the Client Interface (including by using software applications for the remote interaction with the Client Interface or via the Service API).
3.2.2. All the actions performed through the Client Interface using the Client’s login and password shall be deemed performed by the Client.
3.2.3. Yandex shall not be liable for any unauthorized use of the Client’s login and password by a third party, including by the third party granted with the access to the service subject to the Section 3.2.4 of these ToS. If the Client reasonably believes that confidentiality of the access to the said data is or may be compromised, the Client shall immediately notify Yandex thereof and take measures to prevent adverse effect of such a breach.
3.2.4. The Client is allowed to grant access to the Client Personal Data, as well as to the Yandex Statistical Data in respect of such Client Personal Data, to the third parties subject to the terms and conditions below:
188.8.131.52. The Client undertakes to be responsible for all acts and omissions of such third parties in respect of the use of the Client Personal Data, as for its own actions;
184.108.40.206. Such third party is a party to the Data Processing Agreement executed between the Client and such third party.
220.127.116.11. Yandex provides no warranties regarding the use of such third parties of the Client Personal Data and Yandex Statistical Data, including, but not limited to, Yandex provides no warranty that the Client Personal Data and Yandex Statistical Data would be provided to such third parties to the extent and under circumstances hereunder;
18.104.22.168. The Client undertakes at its own discretion and at its own expense settle all the issues related to the granting of access to the Client Data and Yandex Statistical Data to the third parties (including, but not limited to conclude (if applicable) all required contracts and agreements governing the granting of the access to the third party), as well as indemnify Yandex for all the losses resulting from the acts and omissions of such third parties.
3.3. If the aggregate of the Client Personal Data and/or the Segments is subject to any intellectual property right, e.g. as the database, then for the purposes of proper provision of the Service to the Client it shall provide Yandex with the right to use the Client Personal Data on the terms of a simple (non-exclusive), royalty-free, worldwide license valid for the entire term of the intellectual property right, with the right to sublicense and, contemplating no additional payments, submit any report of use otherwise as provided for by the applicable laws, including, but not limited to, the following: by way of retrieval, search, processing, analysis, reproduction, reprocessing, technical integration, combination, association and/or comparison with any data and/or information owned by Yandex and/or available to Yandex as well as perform other actions not prohibited by these ToS, the Applicable Documents and/or the applicable laws.
3.4. The Client shall:
3.4.1. Obtain, when forming the Client Personal Data and/or the Segments, all the consents and authorizations of the Users, as required and provided for by the applicable laws, to use, process and/or anonymize data about the Users, including, but not limited to, their interests and behaviour in the Internet, as well as to use such data as part of the Client Personal Data and to use such data by Yandex and/or the Client, or serve Users with notification (as allowed by applicable law) regarding the foregoing actions carried out by the Client or Yandex. In particular the consent of the Users must be clear, concise and not unnecessarily disruptive to the use of the service for which it is provided. As Data Controller the Client is responsible and liabile to document and demonstrate the Users’ prior consent to the Processing of their Personal Data in the form of Client Personal Data under these ToS, or to demonstrate that the Users were duly notified about the collection and Processing of their Personal Data in the form of Client Personal Data under these ToS.
3.4.2. Not include any data, information and/or materials as part of the Client Personal Data violating the rights of the Users and/or third parties (including, but not limited to, intellectual rights) or containing malicious and/or spy software codes.
3.4.3. be fully liable for compliance with the applicable laws and third-party rights (including, but not limited to, intellectual rights), indemnification of Yandex, its subcontractors, employees, partners and/or counterparties against any claim filed by third parties (including the Users, Yandex customers and clients as well as authorized public authorities) with regard to the Client Personal Data and/or the Segments.
3.5. The Client is entitled to access Yandex Statistical Data according to the procedure and on the terms and conditions provided for herein, as well as on the additional terms and conditions agreed between Yandex and the Client on a routine basis (via email or via Client Interface).
3.6. The Client acknowledges that for the purposes hereof, including in respect of information regarding the use of the Client Personal Data, only Yandex Statistics Data shall be used. Yandex shall not be liable for any discrepancy and difference between Yandex Statistics Data and statistics data of the Client and/or any third parties.
3.7. Yandex shall take all the reasonably required measures to ensure availability of the Service 24/7/365. However, Yandex may suspend provision of the Service due to the technical, technological or other reasons, hindering the provision of the Service, for the time required to exclude such reasons.
3.8. The Service shall be provided by Yandex “as is”, i.e.:
3.8.1. Yandex does not guarantee uninterrupted and error-free operation of Yandex equipment and software used to provide both the Service in general and its certain components and/or functions.
3.8.2. The Client shall fully agree with and accept all the technical criteria of the Service (including but not limited to the terms available on https://yandex.ru/support/audience/file.xml) and the Client shall agree that such technical criteria may be unilaterally set up and/or amended by Yandex without notifying the Client.
3.8.3. Yandex provides no warranty that the results of Client’s use of Yandex Segments will meet any of the purposes or expectations of the Client, including but not limited to business-plans, KPI’s or other metrics of effectivity of the use of Yandex Segments.
4.1. The Client represents and warrants that:
4.1.1. The Client has all the rights and authorizations required to use the Service;
4.1.2. If the aggregate of the Client Data and/or the Segments is subject to any intellectual property right, e.g. as the database, the Client owns all required rights or the Client is the licensee under an exclusive license with regard to the Client Data, and the Client has obtained all the rights and consents required to provide Yandex with the rights to use the Client Data, ensuring that the use by Yandex of the Client Data according to these ToS violates no third-party rights, including, but not limited to, intellectual property rights.
4.1.5. The Client has duly performed its obligations under Clause 3.4.1 hereof.
4.2. The Client hereby agrees and acknowledges that:
4.2.1. The Service provided by Yandex is solely of the technical nature and relates to technical processing of information using Yandex software, equipment and technologies;
4.2.2. All relationships between Yandex and Client in respect of any advertising, technical and other services provided by Yandex to the Client shall be governed by the respective agreements concluded or to be concluded between Yandex and the Client and/or the Client and third parties (agents or commissioners).
4.3. Yandex and the Client hereby disclaim all other warranties and representations, either direct or implied.
5. Liability and Limitation of Liability
5.1. If the Client violates any of the warranties set forth in Section 4 hereof or otherwise fails to comply with these ToS, and it:
5.1.1. prevented Yandex from provision or proper provision of any advertising, technical and/or other services to the Client (or to the third parties granted with access to the Client Personal Data subject to the terms and conditions hereof), the Client hereby waives any claim related to such failure to provide or improper provision of such services by Yandex, as well as the Client undertakes to secure the waiver of the claims of the third parties granted with access to the Client Personal Data according to the terms and conditions hereof) releasing Yandex from any liability to Client and/or to such third parties for the failure to provide or improper provision of such services.
5.1.2. became a ground for filing any claims, suits and/or writs to pay fines by public authorities and/or third parties (inter alia) against Yandex (hereinafter referred to as “Claims”), the Client shall immediately and upon request by Yandex provide Yandex with all required and requested information in respect of the grounds of such Claims, as well as to assist Yandex in settlement of such Claims and to indemnify Yandex for all the real damage (including judicial expenses and reasonable legal fees, fines and penalties) incurred by Yandex relating to such Claims.
5.2. Yandex reserves the right to suspend or terminate Client’s access (or third party’s access granted to such third party according to the terms and conditions hereof) to the Service at any time and without notifying the Client (or third party) in advance, in case the Client (or third party) violates these ToS or the applicable laws.
5.3. In no event Yandex shall be liable for:
5.3.1. the failure of the Service and the results of the use thereof to conform with specific aims of the Client and/or other third parties (including those granted with access to the Client Personal Data according to the terms and conditions hereof);
5.3.2. any indirect loss and/or lost profit and/or information loss of the Client and/or third parties, whether or not Yandex could foresee the possibility of such losses;
5.3.3. Failure to use the Service due to (a) any malfunctioning of the Internet, its parts and/or segments; (b) actions/omissions of network operators (providers); (c) errors in the equipment and/or computer software used by the Client to access the Service.
6.1. All the questions and complaints related to the use of/failure to use the Service shall be submitted via https://yandex.ru/support/direct/troubleshooting/start.xml.
6.2. Yandex undertakes to ensure the confidentiality of the Client Personal Data, uploaded into the Service, as well as results of using the Service by the Client (hereinafter referred to as “Client’s Confidential Information”, on the following conditions:
6.2.1. Yandex’s obligations to ensure confidentiality of the Client’s Confidential Information shall not apply to and could not be enforced in respect of:
22.214.171.124. Provision of access to the Client’s Confidential Information to Yandex’s affiliates;
126.96.36.199. Provision of access to the Client’s Confidential Information to professional advisors or auditors of Yandex, provided that such advisors and auditors are binded by respective confidentiality obligations;
188.8.131.52. Aggregated and anonymized use by Yandex of the results of using the Service by the Client for the marketing and other purposes, provided that such use will not allow third parties to identify Client’s identity;
184.108.40.206. the information, which:
A) save for the Personal Data, at the moment of disclosure was or became the public domain, or became known to Yandex without any breach of confidentiality obligations stipulated in this clause 6.2 by Yandex;
B) save for the Personal Data, was disclosed by the Client.
Previous version of the document https://yandex.com/legal/audience_tos_ch/15092017/.
Previous version of the document https://yandex.com/legal/audience_tos_ch/22112016/.
Previous version of the document https://yandex.com/legal/audience_tos_ch/26092016/.
Previous version of the document https://yandex.com/legal/audience_tos_ch/27062016/.
Previous version of the document https://yandex.com/legal/audience_tos_ch/19052016/.