SERVICE PROMOTION AGREEMENT
1. Terms and Definitions
1.1. Promotional Code Activation means entering the Promotional Code in the Order form within the Service or any other action stipulated by the Terms and Conditions of Promotional Code Use.
1.2. Campaign means an event Yandex holds to promote the Service and increase the number of active Users of the Service. Yandex will determine Promotion terms and dates at own discretion.
1.3. Service Promotion Agreement, Agreement means this Service Promotion Agreement between the Seller and Yandex signed in the manner specified in cl. 2.4 of the Agreement.
1.4. Order means an order for goods / services the Buyer placed in the Seller’s store within the Service via Ordering at Market.
1.5. Reporting Period means a calendar month.
1.6. User means a person visiting / using Yandex information resources (websites, applications, computer software, etc.) on the Internet.
1.7. Buyer means a user ordering goods / services in the Seller's store within the Service.
1.8. Seller – Contractor, Partner means a person entering into contracts for the sale of goods / services contracts with Buyers.
1.9. Promotional Code means a certain sequence of symbols, which activation grants a Discount to the User, subject to the other terms and conditions of Promotional Code use.
1.10. Service means website lotalot.com and mobile application Lot-a-lot constituting hardware and software solutions enabling individuals using these tools to view proposals to conclude contracts for the sale of goods, services contracts or licensing contracts for accessing intellectual projects unrelated to such individuals’ entrepreneurial activities, and to conclude such contracts using the tools of the Service.
1.11. Discount means a discount for the Seller’s goods / services granted to the User in the amount set by Promotion terms, when the User places an Order in the Seller's store using the tools of the Service. The discount can be granted in the amount not exceeding the cost of a product / service, which Order activated the User’s Promotional Code (or without activating the Promotional Code as stipulated by cl. 2.1.2 of the Agreement).
1.12. Goods / Services means goods / services the Seller offers to Users in its store in the current period, which details (including information on the range, prices, properties, availability of goods (services), information on where to find the Seller’s sales outlets, images, descriptions, and any other information on product offers) are available to Users within the Service.
1.13. Service Promotion (Promotion) means services of the Seller specified in cl. 2.1.1 of this Agreement.
2. Subject Matter of the Agreement. Conclusion of the Agreement
2.1. For Yandex to be able to conduct a Promotion, the Seller undertakes to perform the following actions to promote the Service:
2.2. Yandex undertakes to reimburse the Seller for discounts it granted to buyers pursuant to the terms and procedures the Parties approved in the Agreement.
2.3. The procedures and terms of Ordering in the Seller’s store are regulated by Ordering at Yandex.Market Terms for Stores posted online at https://yandex.com/legal/market_order_terms_ch/ and forming an integral part of this Agreement.
2.4. This Agreement shall enter into force and become legally binding at the moment of acceptance by the Seller of the Contract on the Information and Technological Interaction in terms of Individuals’ transfers effected during ordering at the Service.
3. Obligations of the Parties
3.1. Yandex undertakes to:
3.1.1. Inform the Seller that the User shall be granted a Discount for the Seller’s goods / services ordered within the Service and report the amount of the Discount as specified in cl. 3.3 of Ordering at Yandex.Market Terms for Stores.
3.1.2. Provide the Seller (the Seller’s representative being the customer of Yandex.Market services) with an access to the statistics of Orders executed with the Discount applied, via the client’s web-interface. In doing so, Yandex will not be held liable, if the Seller is unable to review the statistics for reasons beyond Yandex’s control.
3.1.3. Reimburse the Seller for discounts granted as specified in cl. 4.4 of the Agreement.
3.2. The Seller undertakes to:
3.2.1. Grant the Discount to the User for the cost of the Seller's goods / services in the amount Yandex determines at own discretion as part of the Promotion, when an Order is placed within the Service via Ordering at Market, with no additional fees charged, while the Agreement is valid.
3.2.2. Be independently liable for the safety and confidentiality of login details (login and password). All actions performed with the Seller’s (the Seller’s representative being the customer of Yandex.Market services) login and password in the client’s web-interface are deemed to be performed by the Seller. The Seller will be solely liable to third parties for all actions performed with the Seller’s login and password. Yandex will not be held liable for unauthorized use of the Seller’s login details by third parties.
4. Promotion cost and reimbursement for Discounts granted
4.1. The cost of Promotion the Seller conducted under this Agreement is equal to the amount of reimbursable discounts and is calculated as follows:
R = A – B + R-1, where
R is the amount of discounts reimbursable in the Reporting period (in US dollars);
A is the amount of discounts the Seller granted in the Reporting period;
B is the amount of Discounts in the Reporting period, to which the calculation relates, and in previous Reporting periods for Orders refunded to Users in the said Reporting period;
R-1 is the negative value of R resulted from the previous Reporting period.
The cost of Promotion so calculated includes all applicable taxes.
If R calculated as indicated above is zero or negative, no remuneration in the respective Reporting period will be charged and paid.
For the purpose of calculation of the cost of Services described above each Discount shall be taken into account separately, and, if nominated in other currency than USD, be converted into USD in accordance with the Russian Federation exchange rate as of the date when an Order with discount was placed by the Buyer within the Service.
Yandex will draw up a unilateral Electronic report featuring the amount of reimbursable Discounts and will send it to the Seller via e-mail within five business days following the end of the Reporting period.
Yandex shall pay the amounts due to the Seller within 10 (ten) business days from the ending of the respective Reporting period.
4.2. The Parties agreed that Yandex could change the procedure of calculating the amount of reimbursable Discounts described in cl. 4.1 of the Agreement by notice sent to the Seller at least three (3) calendar days before the changes became effective. Yandex can send such notice via the client’s web-interface and / or by e-mail to the address specified in the client’s web-interface. If the Seller disagrees with the changes made by Yandex into the said document, it may repudiate the Agreement unilaterally by notice sent to Yandex at least fifteen (15) calendar days from when the notice specified in this clause of the Agreement is received. The Agreement will be deemed to be terminated from when Yandex receives the Seller’s notice.
4.3. The Parties acknowledge that the calculation of reimbursable Discounts is only based on the statistics reported in the client’s web-interface.
4.4. Yandex will be deemed as having discharged its obligations to pay for the Promotion from when the respective amount is debited from its current account.
4.5. If in the Reporting period the Seller executed no Orders with the Discount applied, no Electronic report will be drawn up by Yandex and signed by the Parties.
4.6. The Parties agreed that the calculation of Discounts reimbursable as per cl. 4.1 of the Agreement would not include Discounts the Seller granted to execute negligently formed Orders, including Orders independently formed by the Seller executing the Order or its representative, and other Orders such Seller executed in the Reporting period.
Yandex.Market may, at own discretion, determine whether an Order is negligently formed and withhold an algorithm detecting negligently formed Orders from the Seller.
5. Duration and Amendment of the Agreement
5.1. The Agreement can be cancelled at any time, if the Parties so agree.
5.2. The Agreement can be cancelled unilaterally at Yandex’s initiative immediately by respective notice sent to the Seller to the e-mail address specified in the offer or the client’s web-interface, if the Seller (the Seller’s representative being the customer of Yandex.Market services) violates the terms of this Agreement or any other Agreements related to the placement of offers of the Seller’s store within the Service.
5.3. However, all obligations of the Parties to the Agreement, which by their nature should remain in effect (including, but not limited to the confidentiality and mutual settlement obligations), will survive the expiration of the Agreement.
5.4. If the Seller is an authorized representative of several sellers placing their selling offers within the Service, the Seller may repudiate this Agreement both for all or some of the sellers it represents. At the same time, the Seller hereby represents to and warrants Yandex that it obtained all authorizations from the sellers it represents needed to perform respective actions on their behalf.
5.5. Cancellation of the Yandex.Market Services Agreement (halt in placing offers of the Seller’s store within the Service), however cancelled (terminated), will automatically cancel this Agreement at the same time.
5.6. Terms that are not defined in this Agreement shall be interpreted as defined in the Contract on the Information and Technological Interaction in terms of Individuals’ transfers effected during ordering at the Service. Termination of the Contract on the Information and Technological Interaction shall entail termination hereof.
Termination hereof shall, respectively, entail termination of the Contract on the Information and Technological Interaction.
5.7. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. Neither Party may assign or transfer this Agreement in whole or in part, nor any of the rights hereunder, without the prior written consent of the other Party, except that Yandex shall be entitled by notice to the Seller (and without the prior written consent of the Seller) to assign or transfer any or all of its rights and obligations to any Yandex’ affiliates and subsidiaries. This Agreement constitutes an inherent part of the Contract on the Information and Technological Interaction.
5.8. Yandex Reserves the right to amend the Agreement upon its own discretion. The amended version shall enter into force upon its publication at https://yandex.com/legal/lotalot_service_promotion/.