Offer for Conclusion of the "Yandex 360 for Business" Paid Services Agreement
- 1. Terms and Definitions
- 2. Subject of the Agreement
- 3. Conditions for Service Provision
- 4. Rights and Obligations of the Parties
- 5. Remuneration Amount and Settlement Procedure
- 6. Acceptance of the Offer and Conclusion of the Agreement
- 7. Term and Amendment of the Offer
- 8. Term and Amendment of the Agreement
- 9. Termination of the Agreement
- 10. Warranties
- 11. Personal Data
- 12. Liability and Limitation of Liability
- 13. Confidentiality
- 14. Miscellaneous
- 15. The Company Details
Dubai, United Arab Emirates
Date of posting: 15.12.2025
Effective date: 15.12. 2025
This document constitutes an offer from Air Smart Advertising Solutions FZ-LLC (hereinafter referred to as "the Company") addressed to individuals who have reached the age of 18 to conclude a paid services agreement for "Yandex 360 for Business" on the terms and conditions set forth below.
1. Terms and Definitions
1.1. For the purposes of this document, the following terms are used with the following meanings:
- Administrator – a User of an Email Address to whom the Customer has granted enhanced functionality for using the Services and rights to manage the Paid Services.
- Email Address – an email address within the Customer's Domain.
- Acceptance of the Offer – full and unconditional acceptance of the Offer by performing the actions specified in clause 6.1 of the Offer.
- User Data – information and content uploaded by a User of an Email Address to the Company resources when using the Services.
- Statistical Data – data from the Company's automated information accounting systems in electronic form, which may include, among other things, information about the volume of Paid Services rendered, the number of Email Addresses, the amount of remuneration, and other information related to the use of the Services and the provision of Paid Services under the Agreement.
- Agreement – a paid services agreement between the Customer and the Company for the provision of Paid Services, which is concluded by means of the Acceptance of the Offer.
- Customer's Domain – a domain name registered to the Customer or otherwise available for the Customer to manage.
- User – a person who uses the Services and has registered in the Services.
- Customer – a person who has accepted the Offer, thereby concluding an Agreement with the Company, and who is the customer under the concluded Agreement.
- Customer's Personal Account – a section of the Company website that provides the ability to order additional Paid Services and for remote interaction between the Parties within the framework of the Agreement, accessible to the Customer after authorization on the Company website using the login and password obtained during registration in the Services.
- Offer – this document, "Offer for Conclusion of the Yandex 360 for Business Paid Services Agreement", posted on the Internet at: https://yandex.com/legal/oferta_business/.
- Services – the "Yandex 360 for Business" service, which collectively includes the services listed on the page https://yandex.com/support/yandex-360/business/purchase/, or each of the specified services individually.
- Party – the Company or the Customer.
- Parties – the Company and the Customer collectively.
- Paid Services – paid services provided by the Company under the Agreement, which provide the opportunity to use the functionality of the Services.
- Email Address User Account – the account of a person using an Email Address in the Company services, which stores data (including login and password) for accessing the Services.
1.2. The Offer may use terms not defined in clause 1.1 of the Offer. In such a case, the interpretation of such a term shall be in accordance with the text of the Offer. In the absence of an unambiguous interpretation of a term in the text of the Offer, one should be guided by the interpretation of the term as defined: first, by the applicable legislation; second, on the website https://yandex.com/support/yandex-360/business/purchase/; and then, by the established (commonly used) practice on the Internet.
2. Subject of the Agreement
2.1. The subject of the Agreement is the provision of Paid Services by the Company to the Customer for consideration, granting the opportunity to use the functionality of the Services on the terms and conditions set forth in the Agreement.
2.2. A detailed description of the "Yandex 360 for Business" Paid Services that the Customer can order is available at: https://yandex.com/support/yandex-360/business/purchase/.
3. Conditions for Service Provision
3.1. The Company shall commence the provision of Paid Services under the Agreement after the Acceptance of the Offer.
3.2. A mandatory condition for the provision of Paid Services is the Customer's acceptance of and compliance with the requirements and provisions applicable to the relationship between the Parties under the Agreement, as set forth in the Offer and defined by the following documents:
- User Agreement for the Company services, posted at: https://yandex.com/legal/rules;
- Privacy Policy, posted at: https://yandex.com/legal/confidential;
- License Agreement for the right to use the Yandex Disk program, posted at: https://yandex.com/legal/disk_termsofuse;
- License Agreement for the right to use the Yandex Mail program, posted at: https://yandex.com/legal/mail_termsofuse;
In case of any conflict between the provisions of documents listed above and this Offer, the provisions of the Offer shall prevail.
3.3. The Customer shall be solely responsible for the security and confidentiality of their registration data (login and password). All actions performed through the Customer's Personal Account using the Customer's login and password shall be deemed to have been performed by the Customer, and the Customer shall be liable for such actions.
3.4. The Customer acknowledges that for the purposes of the Agreement, in particular, to determine the number of Email Address Users, the amount of remuneration, and the moment the provision of the Paid Service begins, only the Company's Statistical Data shall be used.
3.5. The Service may provide a User with the ability to read messages from other Users. An authorized User who has been identified by the subscriber number of a mobile network operator may have the ability to send messages to other Users. The ability to send and read messages is implemented through the functional capabilities of the Yandex Messenger service embedded in the Service. Users of the Customer's Domain may have access to the following information about other Users of said Customer's Domain: their public display name (first name and first letter of the last name, unless otherwise specified), as indicated by them in the Company services account, as well as the image from their profile page (avatar). Upon a User's first access to Yandex Messenger through the Service, information about them may be hidden from Users of third-party Customer Domains and displayed as "User."
3.6. An Administrator may be provided with the functionality through the Service to access the email content and actions of Users within the Customer's Domain. By using this functionality, the Administrator undertakes to notify the Users thereof and to obtain their consent for such access. The Administrator shall be solely responsible for the legality of actions related to accessing the email content and actions of Users within the Customer's Domain and for the risks of failing to obtain such consents.
3.7. If the Customer uses the technical functionality of the Service to send mailings to any third parties that are classified as advertising by law, the Customer shall be the advertiser and advertising distributor of all messages sent through the Service. The Customer shall independently determine the content of the advertising and its recipients. The Customer represents that for the purpose of sending electronic messages, including those classified as advertising by law, the materials distributed by the Customer do not violate the requirements of the legislation, including legislation on advertising, and that all necessary consents have been obtained from the recipients of the mailings. The Customer undertakes not to obstruct in any way the recipients' ability to withdraw such consents and not to conceal information about the possibility of such withdrawal.
3.8. The Company implements and maintains technical and organizational measures to protect the Customer's information uploaded to the Service from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.
4. Rights and Obligations of the Parties
4.1. The Company undertakes to:
4.1.1. Provide the Paid Services in accordance with the Agreement concluded on the terms of the Offer;
4.1.2. Provide the Customer with technical support during the period of use of the Services to the extent and on the terms provided for in the Regulations.
4.2. The Company has the right to:
4.2.1. Temporarily suspend the provision of Paid Services and/or access to the Services for technical, technological, or other reasons for the time it takes to eliminate such reasons;
4.2.2. Suspend the provision of Paid Services and/or access to the Services and/or to the Email Address User's Data and/or terminate the Agreement early unilaterally and extrajudicially by notifying the Customer in the following cases: a) violation by the Customer of the obligations assumed under the Agreement; b) if the Customer is in arrears on payment of remuneration under the Agreement, unless otherwise stipulated by the Agreement; c) upon receipt by the Company of a corresponding lawful demand from a competent government authority and/or a court decision; d) if signs of bad faith are identified in the actions of the Customer, Administrator, Users, or the manner in which they receive the Paid Services.
4.2.3. Restrict access to User Data (or parts thereof) or delete User Data (or parts thereof) in case of an Email Address User's refusal of Paid Services that provide for the storage of the corresponding User Data;
4.2.4. Delete a User's Data and the Email Address User Account in case of the User's violation of the terms of use of the Services specified in clause 3.2 of the Offer.
4.2.5. Make amendments to the Offer and other documents specified in clause 3.2 of the Offer in the manner established by section 7 of the Offer.
4.3. The Customer undertakes to:
4.3.1. Upon the Company's request, within a period not exceeding 3 (three) calendar days from the moment of receiving such a request, provide duly certified copies of documents confirming the information about the Customer contained in the Customer's Personal Account;
4.3.2. Pay remuneration within the timeframes and in the manner established by the Agreement;
4.3.3. Not use the Services in ways not expressly provided for in this Offer and the documents specified in clause 3.2; not to alter, decompile, and/or modify the program code of the Services in any way;
4.3.4. Not transfer registration data (login and password) to third parties;
4.3.5. Not use the Services for the following purposes:
4.3.5.1. to create internet services, computer programs, or otherwise, if such use entails a violation of the Legislation, the documents specified in clause 3.2 of the Offer, and/or the rights and legitimate interests of third parties;
4.3.5.2. to create services and products or provide services whose purpose or content is the resale of the Paid Services or the functionality of the Services.
4.3.6. Not to remove, hide, or modify any trademarks, logos, links, or other references to the Company or other persons (if any) contained in the Services or in the data obtained with their help, as well as any other notices and/or information transmitted by the Services.
4.3.7. In case of technical problems, immediately report them to the Company's technical support service.
4.4. The Customer has the right to:
4.4.1. In case of disagreement with the amendments made by the Company to the Offer and other documents specified in clause 3.2 of the Offer, to unilaterally withdraw from the Agreement by providing written notice to the Company no later than 7 (seven) calendar days from the date such amendments come into force. The Agreement shall be deemed terminated from the moment the Company receives the Customer's notification.
4.4.2. Appoint any Email Address User(s) as Administrator(s) and terminate the status of any Administrator(s), with the Customer understanding and agreeing that each Administrator can manage User Data, including deleting it, as well as changing the composition and volume of the Paid Services rendered. The Customer confirms and agrees that the actions of any Administrator within the framework of using the Services and/or receiving the Paid Services are considered the actions of the Customer itself in the relationship between the Customer and the Company under the Agreement; accordingly, the Customer is solely and independently responsible for the actions of all Administrators within the framework of the relationship under the Agreement.
4.4.3. Contact the Company for technical support to the extent and in the manner provided for by the Offer and the Regulations.
4.5. For the purpose of providing Paid Services under the Agreement, the Customer grants the Company the right to use the logo, trademark, trade name, and/or the name of the Customer's software product and/or website for informational, advertising, and marketing purposes without the need to obtain additional consent from the Customer and without paying any remuneration to the Customer for such use.
5. Remuneration Amount and Settlement Procedure
5.1. The Company's remuneration for the Paid Services rendered under the Agreement shall be calculated in accordance with the terms published in the section of the Company website at: https://yandex.com/support/yandex-360/business/purchase/, including its subsections, or as specified in the Customer's Personal Account. The information in the Customer's Personal Account shall take precedence.
5.2. The Company has the right to revise and change the amount of remuneration in the manner established in section 7 of the Offer.
5.3. The Company's remuneration under the Agreement includes VAT at the rate provided for by the applicable legislation.
5.4. The volume of Paid Services rendered shall be determined exclusively by the Company based on its Statistical Data.
5.5. The reporting period under the Agreement is a calendar month (hereinafter referred to as the "Reporting Period").
5.6. The Paid Services are provided to the Customer on a prepayment basis, unless otherwise provided by the Agreement. Before the start of the next Reporting Period, the Customer shall make an advance payment of 100% (one hundred percent) of the projected cost of the ordered Paid Services by methods permitted by law and accepted by the Company (available on the payment page in the Customer's Personal Account). The choice and use of the payment method are made by the Customer at their own discretion and without any liability on the part of the Company. The security, confidentiality, and other conditions of using the payment method/form are outside the scope of the Offer and the Agreement and are regulated by agreements between the Customer and the relevant organizations. The Customer's first payment unconditionally confirms the Customer's Acceptance of the Offer and the conclusion of the Agreement on a prepayment basis. The Customer undertakes, at the Company's request, to notify the Company of the payment made by providing a copy of the payment document with the executing bank's mark (if available for the respective payment method). The Company has the right to revise and change the procedure for paying remuneration, including for Customers specified in clause 14.10 of the Offer, in the manner established in section 7 of the Offer.
5.6.1. Payment of the Company's remuneration for Paid Services rendered under the Agreement may also be made by other means, including through third parties.
5.7. Settlements under the Agreement shall be made in USD.
5.8. During each Reporting Period, the Company shall calculate the cost of the Paid Services in the Reporting Period. The final amount of the Company's remuneration for the corresponding Reporting Period is recorded in the Electronic Report at the end of the Reporting Period.
5.9. The Company shall calculate and debit the cost of Access to the Service in the Reporting Period from the Customer's balance no later than the first week of the month following the Reporting Period.
5.10. Remuneration is considered paid by the Customer from the moment the Company receives confirmation from the bank of the receipt of the full payment amount to the Company's settlement account. In certain cases, at the Company's own discretion, confirmation of payment may be: a) a facsimile copy of the payment order with the bank's mark of payment for non-cash payments; b) a facsimile copy of the payment receipt with the stamp of the bank through which the payment was made; c) verification by the Company of the fact of payment in favor of the Company through payment systems if the Customer made the payment via an electronic means of payment.
5.11. In case of insufficient funds to pay for the Paid Services in the current reporting period, including in the event the Customer fails to make a prepayment before the start of the corresponding Reporting Period in accordance with clause 5.6 of the Offer or if the said prepayment is insufficient to cover the projected cost during the Reporting Period, the Customer's access to the Services may be restricted or suspended. If the Customer for any reason has an outstanding debt under the Agreement (including a terminated one), the next payment shall be first applied to the settlement of the existing debt.
5.12. Monthly (on the last day of the Reporting Period), the Company shall generate an Electronic Report in accordance with the volume of Paid Services actually rendered in the Reporting Period and send it to the Customer by email no later than 7 working days after the end of the Reporting Period. Simultaneously with the Electronic Report, the Company shall generate an Invoice. The Parties acknowledge that scanned copies of the Electronic Report and Invoice sent to the Customer by email shall be deemed to have been received the next business day after the day they were sent.
5.13. The Paid Services shall be deemed to have been duly rendered by the Company and accepted by the Customer in the volume specified in the Electronic Report if, within 10 (ten) calendar days after the end of the Reporting Period, the Company has not received any motivated written objections from the Customer. After the expiration of the above period, claims regarding the performance of the Agreement during the Reporting Period, including regarding the functionality of the Services, the Paid Services rendered, and the amount of remuneration, shall not be accepted.
5.14. In cases provided for by current legislation, when making payments for Paid Services and when returning funds received as a result of such payments, a cash register receipt shall be sent to the email address specified when the invoice was issued, or to the one created during registration of the Yandex ID (https://passport.yandex.com) account under which the Customer was authorized at the time of payment. In cases set forth by the applicable legislation, the Customer is obliged to specify in the payment purpose the information about the number of the invoice issued by the Company to the Customer, as well as the name/full name of the Customer. In the event that the Company does not receive, or receives incomplete and/or inaccurate information, the payment is considered completed only after the Company receives full and reliable information about the payment purpose from the Customer in accordance with the requirements specified in this paragraph above.
5.15. To pay for the Paid Services, the Customer may link their bank card to their Personal Account (Linked Card). For the purposes of this Offer, any bank card linked to the Personal Account is considered a Linked Card. The Company has the right to charge the amount constituting the cost of the rendered Paid Services from any of the Linked Cards. To confirm the validity of a Linked Card, the Company may charge (block) an amount of up to 10 USD, which will be returned to the Customer if the transaction is successful. An unsuccessful attempt to charge this amount means that this Linked Card cannot be added and used to pay for the Paid Services. By providing the data of a Linked Card and further using the Linked Card, the Customer confirms and guarantees that they have provided reliable and complete information about a valid bank card issued in their name and/or organization; that they comply with the rules of international payment systems and the requirements of the issuing bank that issued the Linked Card, including in relation to the procedure for non-cash settlements. The Company reserves the right at any time to request the Customer to confirm the data specified in the Personal Account, including the data of the Linked Card, and to request supporting documents in this regard (in particular, identity documents), the failure to provide which, at the Company's discretion, may be equated to providing unreliable information.
5.16. In the Customer's Personal Account, the Customer may be provided with the functional capability to use the Paid Services under the Agreement for a limited period of time without an advance payment to the Company as provided for in clause 5.6 of the Agreement, on the terms specified below (hereinafter referred to as the "Functional Capability").
5.16.1. The Functional Capability is provided to Customers who accept the Offer and conclude the Agreement as a result of undergoing the procedure for changing payment details (hereinafter referred to as "Change of Details"). Information about the availability of the Functional Capability to the Customer is displayed in the Personal Account.
5.16.2. The Functional Capability is provided to the Customer from the moment of Acceptance of the Offer upon the Change of Details for a period of 7 (seven) calendar days (hereinafter referred to as the "Period of Validity").
5.16.3. The Customer understands and agrees that during the Period of Validity of the Functional Capability, the Paid Services under the Agreement are tariffed in accordance with clause 5.1 of the Agreement, at the tariff that was in effect before the Change of Details, unless the Customer has chosen a different tariff in the Personal Account, and are subject to payment by the Customer.
5.16.4. If by the end of the Period of Validity of the Functional Capability, a payment from the Customer in the amount of the cost of the Paid Services for the Period of Validity and the projected cost of the Paid Services for the Reporting Period has not been received, and/or the received funds are insufficient to pay for the specified cost of the Paid Services, then the Company obtains the right to restrict/suspend the Customer's access to the Service, in accordance with clause 5.11 of the Agreement, until the full payment for the Paid Services is made, as well as the right to collect from the Customer a penalty of 0.1% of the unpaid amount for each day of delay.
5.16.5. Upon the expiration of the Period of Validity of the Functional Capability, the standard terms of the Agreement shall apply to the relationship between the Parties, including the terms regarding the mandatory prepayment for Paid Services.
5.17. In the event the Customer's bank disputes a transaction for payment of the Company's remuneration made using the payment method chosen by the Customer, the Company has the right to reduce the balance displayed in the Customer's Personal Account by the corresponding amount of the disputed transaction. If there are insufficient funds to pay for the Paid Services in the current reporting period as a result of this balance reduction, the Company has the right to apply the consequences listed in clause 5.11 of the Offer to the Customer. The prepayment amount made by the Customer before the start of the corresponding Reporting Period shall also be reduced by the corresponding amount of the disputed transaction.
6. Acceptance of the Offer and Conclusion of the Agreement
6.1. A person accepts the Offer by expressing their consent to conclude the Agreement by clicking the "Register" button in the Personal Account.
6.2. The Acceptance of the Offer by a person, performed in accordance with Article 6 of the Offer, creates an Agreement on the terms of the Offer.
6.3. The actions provided for in clause 6.1 of the Offer shall not be deemed a proper acceptance of the Offer if performed by:
- a person with whom the Company has previously terminated an Agreement due to that person's violation of the provisions of the Agreement, as well as
- a person duplicating a Customer with whom the Company has previously terminated an Agreement due to their violation of the provisions of the Agreement. Such a person is recognized as any person other than the Customer who administers the same Email Address as the Customer previously did. These actions do not create any obligations on the part of the Company. The provisions of this paragraph do not apply to cases where the Company has taken unequivocal actions indicating the acceptance of the Offer made by the above-mentioned persons as proper (for example, started providing the Paid Services). The Company has the right to independently determine technical means to restrict the Acceptance of the Offer with respect to the above-mentioned persons.
7. Term and Amendment of the Offer
7.1. The Offer shall come into force from the date specified in the "Effective date" section and shall remain in effect until the Offer is withdrawn by the Company.
7.2. The Company reserves the right to amend the terms of the Offer (including the documents referenced in this Offer and the information in the Customer's Personal Account) and/or to withdraw the Offer at any time at its discretion. In the event the Company makes changes to the Offer (or the documents it references), such changes shall come into force from the moment the amended text of the Offer (or the documents it references) is posted on the Internet at https://yandex.com/legal/oferta_business/ (or the addresses specified in the text of the Offer for the respective documents), unless another effective date for the changes is additionally specified at the time of such posting.
8. Term and Amendment of the Agreement
8.1. The Agreement shall come into force from the moment of the Customer's Acceptance of the Offer and shall remain in effect until the termination of the Agreement.
8.2. The Customer agrees and acknowledges that amendments to the Offer (including the documents referenced in this Offer) entail the introduction of these amendments into the concluded and effective Agreement between the Customer and the Company, and these amendments to the Agreement shall come into force simultaneously with such amendments to the Offer (including the documents referenced in this Offer).
8.3. In the event the Offer is withdrawn by the Company during the term of the Agreement, the Agreement is considered terminated from the moment of withdrawal, unless otherwise specified by the Company upon withdrawal of the Offer.
9. Termination of the Agreement
9.1. The Agreement may be terminated:
9.1.1. by way of a unilateral withdrawal from the Agreement by sending a written notice (including by e-mail) to the other Party at least 30 (thirty) calendar days before the date of termination if sent by the Customer; at least 1 (one) calendar day before the date of termination if sent by the Company;
9.1.2. by the Company by way of a unilateral withdrawal from the Agreement in case of the Customer's violation of the terms of the Agreement or the documents specified in clause 3.2. of this Offer, with immediate effect upon written notification to the Customer;
9.1.3. automatically upon the expiration of 12 (twelve) months from the date of the last payment for Paid Services by the Customer;
9.1.4. on other grounds provided for by this Offer and/or the applicable legislation.
9.2. The obligations of the Parties under the Agreement, which by their nature must continue to be in effect (including obligations regarding confidentiality, mutual settlements, use of information, but not limited to the above), shall remain in force after the expiration of the Agreement.
9.3. The termination of the Agreement for any reason does not release the Parties from liability for violations of the terms of the Agreement that occurred during its term.
10. Warranties
10.1. The Company warrants that the provision of Paid Services to the Customer under the Agreement does not contradict the law, the obligations undertaken by the Company towards third parties, and does not otherwise violate the rights and legitimate interests of third parties.
10.2. Except for the warranties expressly stated in the text of the Offer and the documents referenced therein, the Company provides no other express or implied warranties under the Agreement and expressly disclaims any warranties or conditions regarding the Services, Paid Services, and/or their fitness for the Customer's specific purposes.
10.3. By accepting the Offer, the Customer confirms and warrants to the Company that:
10.3.1. The Customer has provided reliable data (including personal data) about themselves and the Email Address Users during registration in the Customer's Personal Account and when preparing documentation;
10.3.2. The Customer: a) has fully familiarized themselves with the terms of the Offer, b) fully understands the subject of the Offer and the Agreement, c) fully understands the meaning and consequences of their actions regarding the conclusion and performance of the Agreement.
10.3.3. The Customer possesses all rights and powers necessary for the conclusion and performance of the Agreement.
11. Personal Data
11.1. With respect to the registration/account data specified by the Customer (or their representative) during registration in the Personal Account and/or upon Acceptance of this Offer, the Company is recognized as an independent data controller. The Company processes the personal data of the Customer and/or personal data of third parties provided by the Customer in connection with the provision of the Service and for the conclusion and performance of the Agreement in accordance with the Privacy Policy, published at: https://yandex.com/legal/confidential.
In the case of transferring personal data of third parties, the Customer guarantees that there are legal grounds for the transfer to the Company and subsequent processing of said data by it, as well as that third parties are duly informed about the processing.
11.2. Except as provided for in the Offer and the Privacy Policy, the Company processes personal data received from the Customer, as a data processor on behalf of the Customer. The provisions on personal data processing by the Company as the data processor are established in the Data Processing Agreement, posted at: https://yandex.com/legal/dpa_360/en/, which is an integral part of this Offer.
12. Liability and Limitation of Liability
12.1. For violation of the terms of the Agreement, the Parties shall be liable as established by the Agreement and/or the applicable legislation.
12.2. Under no circumstances shall the Company be liable under the Agreement for any indirect losses and/or lost profits of the Customer and/or third parties, regardless of whether the Company could have foreseen the possibility of such losses or not.
12.3. In case of the Customer's violation of the conditions for the provision of Paid Services and/or the terms on the methods of using the Services, the Company has the right to unilaterally suspend the provision of Paid Services, the Customer's access to the Services, or to withdraw from the Agreement and demand compensation for damages caused by the termination of the Agreement.
12.4. In case of the Company's failure to comply with the warranty provided in clause 10.1 of the Offer, as a result of which any third parties bring claims and/or lawsuits against the Customer, the Company undertakes to settle said claims and/or lawsuits by its own efforts and at its own expense, and also to compensate the Customer for the actual damages incurred in connection therewith.
12.5. In any case, the Company's liability under the Agreement, including compensation for losses or actual damages on any grounds, shall be limited to the total amount of payments received from the Customer for the last 3 (three) calendar months preceding the grounds for liability.
12.6. In case of the Customer's violation of the payment terms for Paid Services rendered by the Company under the Agreement, the Company has the right to collect from the Customer a penalty of 0.1% of the amount not paid on time for each day of delay.
12.7. Payment of penalties and compensation for damages does not release the Parties from their obligations under the Agreement. Payment of penalties and compensation for damages shall be made exclusively on the basis of a written claim from the interested Party.
12.8. The Parties shall be released from liability for partial or full non-performance of obligations under the Agreement if such non-performance was a consequence of force majeure circumstances that arose after the conclusion of the Agreement, or if the non-performance of obligations by the Parties under the Agreement was a consequence of extraordinary events that the Parties could neither foresee nor prevent by reasonable measures.
13. Confidentiality
13.1. Within the framework of the Agreement, the concept of "confidential information" includes, but is not limited to, organizational-technological, commercial, financial, and other information related to the conclusion and performance of the Agreement by the Parties, including text information contained in Requests.
13.2. Any publication of mentions of the Company, communication to third parties or an indefinite circle of persons about the fact and/or details of cooperation in connection with the Agreement shall be made exclusively with the prior written consent of the Company, except in cases where the provision of the relevant information is mandatory in accordance with current legislation.
13.3. The obligations to maintain confidentiality do not apply to publicly available information or information that becomes publicly known due to circumstances beyond the control of the Parties.
13.4. In case of intentional or negligent disclosure of confidential information, the guilty Party undertakes to compensate the affected Party, upon its demand, for the damages caused by such disclosure.
13.5. The term for the protection of confidential information is limited by the Parties to a period of 3 (three) years from the moment of the Agreement's termination. However, the Company's obligation not to disclose text information contained in the Requests is indefinite.
13.6. The Parties have agreed that the condition of maintaining the confidentiality of registration data (including personal data) specified by the Customer during registration in the Customer's Personal Account and/or upon conclusion of the Agreement does not apply to cases where the Company uses such data for the purpose of preparing documentation. The said documents shall indicate the data (including personal data) and details provided by the Customer.
14. Miscellaneous
14.1. The Agreement, its conclusion and performance (including any question regarding the Agreement's existence, validity, interpretation, implementation or termination thereof) and any non-contractual obligations arising out of or connected with it, shall be governed by and construed in accordance with English law.
14.2. In case a dispute cannot be settled through negotiations, the Parties establish a mandatory pre-trial claim procedure for dispute resolution.
14.3. Upon receipt of a claim, either Party is obliged to review the claim within 20 (twenty) working days from the date of its receipt and to submit proposals for its settlement to the other Party, indicating the settlement deadlines.
14.4. If the Parties do not reach an agreement on the disputed issues within the claim review period specified in clause 14.3 of the Offer (including in the absence of a response to the claim or upon receipt of a refusal to satisfy the claim), the dispute shall be submitted to a court at the location of the Company.
14.5. Any notices under the Agreement may be sent by one Party to the other Party: 1) by email a) to the Customer's email address specified during registration in the Customer's Personal Account, from the Company email address specified in clause 15 of the Offer if the recipient is the Customer, and b) to the Company email address specified in clause 15 of the Offer, from the Customer's email address specified during registration in the Customer's Personal Account; 2) by post with acknowledgment of receipt or by courier service with confirmation of delivery; 3) by other means provided for in this Offer for specific types of messages.
14.6. In the event that one or more provisions of the Offer (Agreement) are for any reason invalid or unenforceable, such invalidity shall not affect the validity of any other provision of the Offer (Agreement), which shall remain in full force and effect.
14.7. In all its activities, the Company and other companies of the Company group adhere to high standards of business ethics. The Company and other companies of the Company group expect their counterparties to comply with the basic principles of work provided for in the Company Group Supplier Code of Business Conduct. A copy of this Code is available in the corporate section of the Company’s portal at: https://yandex.com/company/procurement/code.
14.8. The Parties shall comply with all applicable anti-corruption laws. The Parties acknowledge and confirm that each of them pursues a policy of zero tolerance for bribery and corruption, which implies a complete prohibition of corrupt practices and the making of facilitation payments / payments aimed at simplifying formalities in connection with business activities or ensuring a faster resolution of certain issues. The Parties, their affiliates, employees, as well as intermediaries and representatives who are directly or indirectly involved in the performance of obligations by the Parties (including agents, commission agents, customs brokers, and other third parties) shall not accept, pay, offer to pay, or authorize the payment/receipt of any funds or the transfer of any valuables (including intangible ones) directly or indirectly, to any persons, for the purpose of influencing actions or decisions with the intent to obtain any improper advantages, including by circumventing the procedure established by law, or for other unlawful purposes. The provisions of this clause are material representations of circumstances for the Parties. The Parties rely on such representations when concluding the Agreement. In case of a breach by one of the Parties of its obligations to comply with the requirements provided for in this clause, the other Party has the right to immediately withdraw from the Agreement unilaterally and extrajudicially by sending a written notice of termination. The Agreement is considered terminated upon the expiration of 10 (ten) calendar days from the date the other Party receives the corresponding written notice. If a Party has suspicions that a violation of any provisions of this clause has occurred or may occur, the respective Party undertakes to notify the other Party of its suspicions in writing as soon as possible. The Parties agree to use the following addresses for notification of a violation/threat of violation of this clause:
- To notify the Company: hotline@ethics.online
- To notify the other Party: the address specified in the details.
14.9. The Parties are not entitled to assign their rights and obligations under the Agreement without the prior written consent of the other Party, except for the cases of assignment of rights and obligations by the Company to its affiliated persons.
15. The Company Details
Name: Air Smart Advertising Solutions FZ-LLC
Location: 4, Internet City Road Al Sufouh 2, Dubai, United Arab Emirates, Commercial Office - DIC-Bldg 04-101, Commercial Office - DIC-Bldg 04-FL1C1
Trading License Number: 102059