General terms and conditions for Yandex.Direct services
The present document is a General terms and conditions for Yandex.Direct services (“the Services”) upon which Yandex Inc. (“Yandex”) places advertising materials of the Customer on the Internet under certain agreement.
1. For the purpose hereof the following terms shall have the following meaning:
General terms and conditions shall mean present document.
Advertising campaign shall mean the Materials ordered by the Customer for the performance of the Services shall be rendered upon execution hereof according to the terms and conditions set out by the Customer for placing the Materials. Each Advertising campaign has a unique number assigned by Yandex upon its creation by the Customer, and may contain one or more Materials;
The Materials shall mean an advertising banner, which contains advertising information and a Link provided by the Customer as part of a specific Advertising campaign to go on display according to the General terms and conditions, which banner complies with the requirements set out in clause 2.7. below.
Link shall mean a text link included into the Materials, which leads the users who clicked on it to:
(a) an information resource (web site) on the Internet with its address (URL) stated by the Customer for such the Materials (hereinafter the “A Link to a Web Site”); or
(b) a specific web page, which contains contacts provided by the Customer for such the Materials according to clause 2.13.4. below (hereinafter the “Link to Contacts”).
Client web-interface shall mean a program interface for interaction of the Customer with Yandex.Direct service containing information about Customer, statistics and other data of Yandex.Direct Services and offers opportunities for remote interaction of the Parties within the agreement (making and copying the Materials, managing the Advertising campaign, selection of key words, fixing Prices for the Click and other services), which is available for the Customer after authorization using of login and password of the Customer at Yandex.ru via application programs (including programs for digital devices) or API.
User shall mean a visitor of Internet information resources.
Geo Targeting shall mean display of the Materials 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.
2. The Services shall be rendered only in relation to Advertising campaign (s) in which respect the Customer accepted these General terms and conditions.
3. Acceptance of these General terms and conditions shall be made by the Customer clicking at «Accept» button below.
4. Services will be rendered in the amount equal to the amount of payment made by the Customer in advance.
5. Yandex will start rendering services within five (5) business days from the completion of all of the following obligations:
100% prepayment and receipt of the invoiced amount to the bank account of Yandex;
submission to Yandex by the Customer of the Advertising materials ready for placement as well as all information about the terms of placement needed for rendering of the services (key words etc.) as set forth in clause 6, below.
6. The acceptance and observance of requirements and provisions set forth in these General terms and conditions, and further defined by the below mentioned documents, by the Customer is an obligatory condition for the provision of Yandex.Direct Services by Yandex:
The document “General Terms and Conditions. Advertising Requirements” placed on the Internet at https://yandex.com/legal/general_adv_rules_ch (hereinafter “General Requirements”);
The document “Ad Serving Rules” placed on the Internet at https://yandex.com/legal/direct_display_rules_ch (hereinafter “Rules”).
7. The Customer shall provide Yandex with advertising materials ready for placement (texts, banners etc.) together with all information required for Yandex to place such advertising materials (the “Materials”). The Customer shall ensure that all advertising materials submitted to Yandex are in compliance with all applicable laws and regulations as well as the Yandex specifications for placement of the materials as specified in clause 6. When Materials submitted by the Customer are geo targeted to the Russian Federation and/or Ukraine, and or these Materials should satisfy the requirements of the Russian law and/or Ukrainian law. Yandex has the right to reject any Materials submitted by the Customer as well as to suspend placement of such Materials if their placement and/or contents and/or form do not comply with the above specifications, applicable legislation or advertising regulations of Yandex. The Customer shall have the right to replace the rejected Materials with the appropriate Materials or to bring them in compliance with the above specifications.
8. The Customer (the Customer’s representative) shall independently prepare and edit an Advertising campaign, including preparing and editing the Materials, selection of key words 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 these General terms and conditions, unless otherwise additionally agreed upon by the Parties.
9. The Customer (the Customer’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 Customer’s login and password.
10. The Customer 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 Customer 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 (key words, geo targeting terms and conditions), Links (web site address and/or contacts), other terms and conditions.
11. Yandex shall be entitled to verify the Customer’s Materials for their compliance with requirements of these General Terms and conditions and agreement, concluded by the parties, both prior to commencement of the Services and any time after the Advertising campaign was placed for the first time. If the Materials fail to meet the requirements of these General terms and conditions Yandex shall be entitled to refuse or to terminate placement of the Materials. 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 Customer’s right and/or granting the right to the Customer by Yandex to use intellectual property of third parties in such an Advertising campaign in any way, including key words. The Customer 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.
12. Appearance (format, size and other parameters) of the Materials shall comply with the criteria set out in the General Requirements. The Materials must contain the Link, and:
i. the Materials may have a Link to a web site together with a Link to a contact page, or either of the above Links;
ii. a Link to a contact page in the Materials shall have a special indication in the design of such the Materials. Yandex shall define the way and appearance of such indication at its discretion;
iii. if the same Materials have 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 Customer, and other conditions for placement and payment;
iv. the requirements specified herein must apply to contents, format, terms and conditions for using contacts provided by the Customer for placing a Link to the contacts page in an Materials, and contact information, including address, phone number and/or other details shall be provided by the Customer 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;
v. The Customer shall be totally responsible for accuracy of the contacts provided to be placed by Yandex 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;
vi. Yandex shall be entitled when accepting the Materials for placement to verify (independently or involving third parties as subcontractors) provided contact details, including accuracy of contact details, availability of telephone numbers, match of goods/services offered using the contact details with contents of the Materials;
vii. Yandex shall be entitled when accepting the Materials for placement to refuse placing contacts and a Link to the contacts page included in the Materials and/or to refuse accepting the Materials if such Link is the only one in the Materials, and contacts under such Link are the only contacts specified for contacting the Customer; and Yandex shall be entitled to refuse placing both for the reason of failure of specified contacts to comply with clauses 12 (iv), 12 (vi) above, and without giving any reasons;
viii. Yandex shall be entitled in the course of rendering the Services to remove from the Materials, including after it was placed for the first time, a Link to the contacts page and/or to suspend the Materials 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 12 (vi).
13. If the advertised activity of the Customer is subject to licensing or required certification, the Customer shall provide Yandex with properly certified copies of all respective licenses or certificates.
14. The parties acknowledge that Yandex statistical data, accessible to the Customer in a real time mode via client web-interface after the authorization using the Customer’s login and password on the Yandex’s web sites, through application programs (including programs for mobile devices) or API (the “client web-interface”), shall be the exclusive method for determining that Yandex satisfied its obligations under these General terms and conditions.
i. The Customer undertakes to safely and confidentially store the registration data (login, password) used for submitting an order for the Services through the client web interface and to take full responsibility for all actions performed on the client web interface which is designated to the Customer.
ii. All actions performed through the client web interface concerning orders for the Services with use of login and password are considered performed by the Customer.
iii. Yandex cannot be held liable for the unauthorized use of registration data (login, password) by third parties.
15. Additional conditions of placement of the Materials, including but not limited to geo targeting, key words, banner format, and other, which are not directly specified in these Terms and Conditions, can be specified by the Customer independently, via client web-interface, providing that:
15.1. The Customer acknowledges that only Yandex statistical data from Yandex’s automated accounting system, including the Customer’s actions in the client web-interface, are used to confirm the fact that the Customer has specified additional conditions of placement of the Materials.
16. Payment shall be calculated solely based on records maintained by Yandex (Yandex statistical data). No other measurements or statistics of any kind shall be accepted by Yandex or have any effect under these General terms and conditions.
17. 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 the Materials, including in relation to the of software operation.
18. Except for the warranties directly specified in these General terms and conditions Yandex shall not make any other direct or implied warranties and shall directly waive any warranties or conditions as to non-infringement of rights, compliance of the Services to specific purposes of the Customer.
19. The Customer shall state and guarantee to Yandex, that:
i. The Customer (the Customer’s representative) stated true details, including personal details, of the Customer (the Customer’s representative) upon registration as a user in Yandex.ru and true details, including personal details, of the Customer when executing payment documents in relation to the Services.
ii. Placement of an Advertising campaign, reproduction and display of the Materials as part of an Advertising campaign, contents and form of the Materials (including, but not limited to contents of the Materials, web pages and sites, which a Link shall lead to, contact details, intellectual property used in the Materials), 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.
20. Yandex is not liable for any delay in the performance of the Services, or for any related damages suffered by the Customer, when such delay is, directly or indirectly, caused by, or arises from, fires, floods, earthquakes, accidents, acts of God, governmental interference or embargoes, strikes, shortage of labor, fuel, power, materials or supplies, transportation delays or any other cause beyond its control.
21. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED. YANDEX DISCLAIMS ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, SERVICE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
22. YANDEX’S MAXIMUM LIABILITY ARISING OUT OF THE PROVISION OF THE SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF THE AMOUNT PAID BY THE CUSTOMER TO YANDEX DURING THE 3-MONTH PERIOD PRECEDING THE RELEVANT CLAIM AND U.S. $10,000.
23. IN NO EVENT SHALL YANDEX BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, ARISING HEREUNDER.
24. Indemnification. The Customer shall be solely liable for the contents and form of the Materials, for the legitimacy of use of logos, trade names and other objects of intellectual property and means of individualization in the Materials and in the list of keywords provided to Yandex for use in the Materials, as well as for the absence in such Materials of the obligatory information stipulated by applicable law, rules and regulations. The Customer shall indemnify, defend and hold harmless Yandex and its affiliates and each of their officers, directors, employees, and agents (the “Indemnified Parties”) from and against any and all claims, lawsuits, demands, costs, damages, settlements and liabilities (including all reasonable attorneys' fees and court costs) of any kind whatsoever, to the extent arising out of claims relating to the Materials.
25. If the Customer breaches of any term or condition herein or if there is a material change in the ownership or financial condition of the Customer, then Yandex may, without notice and its sole discretion, and without any prejudice to any other rights which may have accrued or which may accrue to it, whether under contract or at law or equity, refuse to accept any purchase order and may terminate any order immediately.
26. The placement of the Customer’s Materials by Yandex shall not be construed as a license, transfer or sale of any trade secret, trademark, patent, copyright or other intellectual property right by Yandex to the Customer.