General terms and conditions for Yandex.Market services

The present document is a General terms and conditions for Yandex.Market 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.

Yandex.Market Database – is the reference system that contains information on products and services designed for potential buyers (consumers) of goods (services).

Yandex.Market Service - means all websites (including but not limited to those, located on the Internet at: http://market.yandex.ru; http://market.yandex.ua), applications (including programs for mobile devices) of Yandex or its affiliates that provide access to Yandex.Market Database.

Materials – advertising-promotional materials provided by the Agency that contain information about the range, prices, specifications, availability of goods (services) offered in the store of the Customer to potential buyers in the current period, information on location of the stationary retail outlets of the Customer and other information, agreed by the Parties on product offerings of the Customer.

The Locations – a places on the web pages of informational resources in the Internet or in the Yandex.Market Service, selected for placing (showing) Materials and/or their certain constituent parts (individual offers) described in the General terms and conditions for Yandex.Market Services published on the Internet at https://yandex.com/legal/market_general_ch/.

Click – a user’s call by reference from the Link, contained in Materials;

Link - a text link or image included by the Customer in Materials which leads the users who clicked at it to:

A) an information resource (site) on the Internet (site of the Customer / store of the Customer), address (URL) stated by the Customer;

B) a special section of Yandex.Market Service “Stores nearby”, containing information about the stationary retail outlets of the Customer;

C) a special page (“Call”) of Yandex.Market Service, containing information about a contact telephone number of Customer's store as well as the image with the telephone number supplied by the Customer for the given Materials. While addressing it by the Click the User has an opportunity to make a call by this number using software that is provided for various types of communication.

Statistics data - the data of automated tracking accounting system of Yandex, which in particular may contain information about the number of Clicks and Impressions, cost of Yandex.Market Services and other information relating to the placement of Materials in electronic form.

Client web interface - a software interface of interaction of the Customer with Yandex.Market system, which contains information about the Customer, statistics and other information in respect of the Yandex.Market Services, and enables remote interaction of the Parties under the Agreement, which is available to the Customer after the authorization using Customer login and password on the Yandex website, through application programs (including programs for mobile devices) or API.

2. The Services herein shall be rendered with obligatory compliance by the Parties with all the terms and conditions stated in the following documents:

3. If Yandex makes any amendments to present or the above mentioned documents, such amendments shall take effect from the moment of their publication unless otherwise stated additionally by Yandex.

4. The Parties have agreed that Yandex Statistics data available to the Customer in the Client web interface shall be sufficient to confirm the price of the Services rendered by Yandex under this Annex.

5. Yandex undertakes to place the Materials within 2 (two) business days after the Customer performs its obligations specified in clause 6 of present document.

6. The Customer undertakes:

6.1. to upload the Materials in compliance with technical requirements specified in the document “Requirements for the method of data transmission”.

6.2. to comply with all applicable requirements of Yandex for advertising materials and terms of placement under present document, as well as all applicable standards and requirements of current legislation of the country of residence of the Customer and/or of the place of business activity and or/place of sale of the advertised goods, when preparing, creating, modifying the Materials. When the Materials submitted by the Customer are geo targeted to the Russian Federation and/or Ukraine, and/or Republic of Belarus, and/or Republic of Kazakhstan and/or Turkey these Materials should also satisfy the current legislation of the Russian Federation and/or Ukraine, including the legislation on advertising, intellectual property legislation and the competition law.

6.3. to provide Materials which content corresponds to the current offers of the Customer's store and to comply with the stated conditions of sale of goods (services).

6.4. to provide information about the Customer's website, using Client web interface, regardless of the presence or absence of the possibility of ordering/purchasing of goods/services directly on the website of the Customer.

6.5. to ensure constant operability of Customer's website with regard to the Materials that are provided, the possibility of users’ access to the website, when clicking the corresponding Link of the Customer.

6.6. to ensure the presence of reliable information about the seller and goods (services) on the Customer's website, in the scope, required by the applicable law or Russian law and/or Ukraine, and/or Republic of Belarus, and/or Republic of Kazakhstan and/or Turkey law when Materials submitted by the Advertiser are geo targeted to the Russian Federation and/or Ukraine.

6.7. upon Yandex request and within the period not exceeding three (3) days from the moment of the receipt of such request, present the duly authorised copies of the documents, confirming the information about the seller, placed at the Customer's website. The parties acknowledge that the information about the seller is not confidential.

6.8. to use the Client web interface according to the rules established by Yandex and outlined in the Client web interface.

6.9. the Customer agrees that during the placement of the Materials on the Locations the impressions may be accompanied by additional information material of the Yandex.Market Service (such as marks of the goods/shops, comments concerning the goods/materials, but not limited).

6.10. 100% prepayment and receipt of the invoiced amount to the bank account of Yandex.

7. Services will be rendered in the amount equal to the amount of payment made by the Customer in advance.

8. Yandex has the right to reject any Materials submitted by the Customer as well as to suspend the placement of such Materials if their placement and/or content and/or form do not comply with the requirements stated above, the applicable laws or Yandex’s advertising policy. The Customer shall have the right to replace the rejected Materials with appropriate Materials or to bring them in compliance with the above specifications.

9. Yandex shall retain the right to reject any Materials provided by the Customer if Yandex has previously stopped rendering Services regarding such Materials due to violation of terms and conditions specified above, as well as stated in the documents under the clause 2 above.

10. The Customer has a right:

10.1. to access the Statistics data in the prescribed manner.

10.2. to modify the Materials (including the terms of placement) at any time in compliance with all requirements established by the Agreement.

10.3. to suspend and/or terminate the placement of the Materials at any time.

11. In case the advertised activity/goods of the Customer are subject to licensing/certification (declaring), to provide Yandex with duly certified copies of respective licenses/certificates (declarations) within terms specified in clause 5 above.

12. The prices for the Services shall be determined according to the terms and conditions specified herein and documents specified in clause 2 above.

13. The cost of the Services, provided by Yandex is determined in accordance with Yandex Statistics data in the following manner:

Cost of the Services is determined on the basis of price per Click and number of Clicks for the accounting period. At the same time the prices for Clicks are agreed by the Parties during the rendering of Yandex.Market Services, taking into account the maximum prices for Clicks set by the Customer, the minimum prices for Clicks set by Yandex, as well as the Locations and conditions of Materials placement in accordance with the “General Terms and Conditions” and are reflected in the Yandex Statistics data.

14. Accounting period for the Services provision is set as a calendar month.

15. Payment for Services is made by the Customer in currency fixed in the invoice via bank transfer. The fees specified in the invoice shall be transferred by the Customer in full without deduction of any taxes, fees or other amounts in accordance with legislation of the Customer’s country, and the Customer shall pay such taxes, fees, etc. at its own expense.

16. For the purposes of calculating the cost of rendered Services, particularly in Yandex Statistics data, “conventional units” (c.u.) may be used. The ratio of c.u. to the account currency with applied discounts and other pricing terms shall be specified in the General Terms and Conditions and on the Client web interface.

17. The Parties hereby agree that if at the time of termination or cancellation of the Agreement, prepayd amounts by Customer exceed the cost of Services actually rendered to the Customer under the Agreement, the difference between these amounts can be considered paid to the Customer at the Customer’s written request as payment (prepayment) for the Services within the frameworks of other (including future) Agreements, except: 1) when otherwise expressly provided by the terms of the Offer and 2) when otherwise agreed by the Parties in addition to the termination or cancellation of the Agreement. The present condition remains in force and effect even after the cancellation or termination of this Agreement.

18. Acceptance of these General terms and conditions shall be made by the Customer clicking at «Bill» button below.

19. 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.

19.1. 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.

19.2. 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.

19.3. Yandex cannot be held liable for the unauthorized use of registration data (login, password) by third parties.

20. 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.

21. 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.

22. 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.

23. The Customer shall state and guarantee to Yandex, that:

23.1. 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.

23.2. Placement of the Materials, reproduction and display of the Materials, 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), shall not violate and shall not involve violation of the applicable law and/or the rights of third parties.

24. 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.

25. 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.

26. 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.

27. 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.

28. 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.

29. 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.

30. 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.

31. The Parties agree that this document and any agreements provided by Yandex and pertaining thereto are construed and shall be ruled the laws of State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California of USA or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of California of USA. The place of the arbitration shall be in California.