“Yandex.Direct” Service Offer

Lucerne, Switzerland

The present document constitutes the offer of Yandex Europe AG (hereinafter – “Yandex”) to enter into the “Yandex.Direct” Service Agreement on the following terms and conditions.

1. TERMS AND DEFINITIONS

1.1. For the purpose hereof the following terms shall have the following meaning:

Offer shall mean this document “Yandex.Direct” Service Offer located on the Internet at https://yandex.com/legal/oferta_direct_ch.

Yandex’s web sites shall mean information resources of Yandex located on the Internet.

Yandex.Direct web site shall mean the site located on the Internet at http://direct.yandex.ru (.ua, .by, .kz, .com or other national domains).

User shall mean a visitor of Internet information resources.

Search Engine shall mean a hardware and software complex, with the interface placed on the Internet and intended for information search by Internet users.

Search Query shall mean a text query for information search on the Internet, which a user enters in the search bar of a Search Engine, included that amended according to Search Engine Rules (misprint correction, language layout and more).

Search results pages shall mean Internet web pages containing links to the Internet resources (web sites, web pages) selected by the Search Engine according to a Search Query.

Advertising Space shall mean a place allocated in a web page design for placing (displaying) advertisements.

Advertisement, Advertising (Ad) shall mean an advertising banner, which contains advertising information and a Link provided by an Advertiser as part of a specific Advertising Campaign to go on display according to the Offer terms and conditions, which banner complies with the requirements set out in Clauses 3.5., 3.6. below.

Link shall mean a text link or image included in an Advertisement, 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 Advertiser for such an Advertisement (hereinafter the “A Link to a Web Site”); or

(b) a specific web page, which contains contacts provided by the Advertiser for such an Advertisement and also other information about (but not limited to) the object of advertising and/or about the Advertiser and/or to the chat mode where the User may in his/her sole discretion make a call at a contact phone number specified by the Advertiser (“Link to Contacts”).

Bid shall have the meaning defined in the Ad Serving Rules (https://yandex.com/legal/direct_display_rules_ch).

Cost per Click shall mean an amount deducted from the Advertiser for one Сlick.

Cost per Conversion shall mean the amount charged to the Advertiser per Conversion.

Advertising Campaign shall mean the aggregate of Advertisements ordered by the Advertiser, in which relation Services shall be rendered upon execution hereof according to the terms and conditions set out by the Advertiser for placing Advertisements. Each Advertising Campaign has a unique number assigned by Yandex upon its creation by the Advertiser, and may contain one or more Advertisements.

Impression shall mean placement/display of an Advertisement in Advertising Spaces.

If the Advertiser uses services other than Yandex.Metrica and AppMetrica, a Conversion shall mean any action specified by the Advertiser in such services as a conversion action.

Click shall mean any of the following actions:

• a user's call by reference from the Link contained in the Advertisement upon the impression thereof, or

• a user's call by reference from the mark impressed on Yandex services pages, which redirects the user to a special block containing the Advertisement and/or contact information by the Advertiser and/or Directory Information (in cases provided by and as defined in cl.5.17 Ad Serving Rules, https://yandex.com/legal/direct_display_rules_ch.

CPM shall mean cost per thousand impressions. The Advertiser sets the maximum CPM or, depending on the strategy the Advertiser chose, the maximum average CPM in the Client Web Interface for the entire Group of Ads.

CPA shall mean the cost per action (Conversion). The maximum CPA shall be set by the Advertiser in the Client Web Interface for the entire Advertising campaign.

Search Advertising shall mean the principle for displaying an Advertisement in Advertising Spaces when an Advertisement shall be displayed subject to available respective word/phrase specified by the Advertiser as a criterion (a key word/key word phrase) for Display of this Advertisement in the user’s Search Query. Other (additional) criteria for Advertising Display (geo targeting, etc.) can be also included.

Contextual Advertising shall mean the principle for displaying an Advertisement when an Advertisement shall be displayed subject to available potential match automatically determined by Yandex of a web page subject (context), which page displays the Advertisement, and/or a match of user's interests, to whom the Advertisement is displayed, to the subject matter of such Advertisement, which is determined by the aggregate key words/phrases, stated by the Advertiser in a related Advertising Campaign as a Display criterion for this Advertisement, or otherwise.

Media Advertising shall mean banner Ads placed under the terms of this Offer, the Price List and Media Advertising Placement Rules.

Services, “Yandex.Direct” Services shall mean Yandex services in placing the Advertiser’s Advertising on the Internet based on the Search, Context and Media Advertising principles according to the Offer terms and conditions.

Offer Acceptance shall mean complete and unconditional acceptance of the Offer by acting as specified in Clause 7. below. An agreement shall be entered into upon the Offer Acceptance.

Agreement shall mean a repayable agreement between the Advertiser and Yandex for rendering Yandex.Direct Services, which shall be entered into by the Offer Acceptance.

Advertiser shall mean a person who has accepted the Offer. The Advertiser shall be a сustomer, who orders “Yandex.Direct” Services under the Agreement and bears responsibility for all its activities and activities of its representatives in Client web-interface.

Client web-interface shall mean a program interface for interaction of the Advertiser with Yandex.Direct service containing information about Advertiser, statistics and other data of Yandex.Direct Services and offers opportunities for remote interaction of the Parties within the Agreement (making and copying the Advertisements, managing the Advertising campaign, selection of key words, fixing Bids and other services), which is available for the Advertiser after authorization using of login and password of the Advertiser at Yandex.ru via application programs (including programs for digital devices) or API.

Geo Targeting shall mean display of the Advertisement 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, or who specified the given geographical region in their Search Query, or whose most frequent location coordinates correspond, according to Yandex, to the given geographic region. No display of the Advertisement to users, who specified the given geographical region in their Search Query, or users, whose most frequent location coordinates correspond, according to Yandex, to the given geographic region, is guaranteed. The Advertiser can disable the Advertisement in the Web Client Interface for users, who specified the given geographical region in their Search Query and whose most frequent location coordinates correspond, according to Yandex, to the given geographic region.

1.2. The Offer can use other terms, which are not mentioned in Clause 1.1 above. In this event such terms shall be interpreted according to the Offer. In case of ambiguity in interpretations of a term in the Offer the term shall be interpreted as defined: primarily – in the applicable law or Russian law when Advertising materials submitted by the Advertiser are geo targeted to the Russian Federation, secondarily – in the Yandex.Direct web site, thereafter – as exists (common) on the Internet.

2. SUBJECT MATTER OF THE AGREEMENT

2.1. The subject matter of the Agreement shall constitute rendering “Yandex.Direct” Services to the Advertiser by Yandex on the non-gratuitous basis according to the Offer terms and conditions.

3. TERMS AND CONDITIONS FOR RENDERING SERVICES

3.1. It is obligatory in rendering the Services by Yandex that the Advertiser accepts and complies with what applies to relations of the parties in the Agreement requirements and provisions specified in the following documents (hereinafter referred to as “Binding Documents”):

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 “Advertising Requirements” placed on the Internet at https://yandex.com/legal/direct_adv_rules_ch (hereinafter “Requirements”).

The document “Ad Serving Rules” placed on the Internet at https://yandex.com/legal/direct_display_rules_ch (hereinafter “Rules”).

The document “User Agreement for Yandex Services” placed on the Internet at https://yandex.com/legal/rules.

The document "Smart-banner. Advertising requirements" placed on the Internet at https://yandex.com/legal/direct_adv_rules_smart_banner_ch (hereinafter “Banner Requirements”).

The document “Audience: Terms of Service” placed on the Internet at https://yandex.com/legal/audience_tos_ch (hereinafter “Audience ToS”).

The document “Media Advertising Placement Rules on Yandex Resources” placed on the Internet at https://yandex.com/legal/direct_display_rules_media_ch (hereinafter “Placement Rules”).

The Price List placed on the Internet at https://yandex.com/adv/prices-rtbdirect (hereinafter “Price list”).

The document “HTML5 Banners. Requirements to Advertising Materials” placed on the Internet at https://yandex.com/adv/requirements/html5 (hereinafter “HTML5 Banners Requirements”).

The document “Yandex.Direct Setup” placed on the Internet at https://yandex.com/legal/terms_yandex_direct_set_up_service_ch (hereinafter “Yandex.Direct Setup”).

The document “VideoBuilder Function” placed on the Internet at https://yandex.com/legal/video_builder_ch (hereinafter “VideoBuilder Function”).

The document “Rules of sales promotion. Terms and conditions for the use of Promo Codes in Yandex.Direct service” placed on the Internet at https://yandex.com/legal/promocode_direct_ch (hereinafter “Promo Codes in Yandex.Direct service”).

The document «Terms and Conditions for submission of advertising information to the Unified Online Advertising Register» placed on the Internet at https://yandex.ru/legal/ord_terms/?lang=en (hereinafter “Terms of data reporting”).

3.2. The Services shall be rendered only in relation to Advertising Campaign (s) in which respect the Advertiser accepted the Offer.

3.3. The Advertiser (the Advertiser’s representative) shall independently prepare and edit an Advertising Campaign, including preparing and editing Advertisements, 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 the Offer, unless otherwise additionally agreed upon by the Parties.

3.3.1. The Advertiser (the Advertiser’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 Advertiser’s login and password.

3.3.2. The Advertiser 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 Advertiser 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.

3.4. Yandex shall be entitled to verify the Advertiser’s Advertisements for their compliance with requirements of the Agreement (the Offer) both prior to commencement of the Services and any time after the Advertising Campaign was placed for the first time. If an Advertisement fails to meet the requirements of the Agreement Yandex shall be entitled to refuse or to terminate placement of the Advertisement. 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 Advertiser’s right and/or granting the right to the Advertiser by Yandex to use intellectual property of third parties in such an Advertising Campaign in any way, including key words. According to Clause 12 below the Advertiser 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.

3.5. Appearance (format, size and other parameters) of an Advertisement shall comply with the criteria set out in the Requirements or Banner Requirements or HTML5 Banners Requirements (if applicable) (depending on the Advertisement type). An Advertisement must contain the Link, and:

3.5.1. an Advertisement may have a Link to a web site together with a Link to a contact page, or either of the above Links (if not otherwise stipulated in documents listed in cl. 3.1 of the Offer) (not applicable to Media Advertising);

3.5.2. a Link to a contact page in an Advertisement may bear a special indication to the same in the design of such Advertisements. Yandex shall define the way and appearance of such indication at its discretion (not applicable to Media Advertising);

3.5.3. if the same Advertisement has 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 Advertiser, and other conditions for placement and payment (not applicable to Media Advertising);

3.5.4. the requirements specified herein must apply to contents, format, terms and conditions for using any information provided by the Advertiser for placing a Link to the contacts page in an Advertisement, and such information, including address, phone number and/or other details shall be provided by the Advertiser 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 (not applicable to Media Advertising);

3.5.5. the Advertiser shall be totally responsible for accuracy of the information provided to be placed 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 and for compliance with applicable legal requirements of the information on the contact page and/or in a special block (not applicable to Media Advertising);

3.5.6. Yandex shall be entitled when accepting an Advertisement for placement to verify (independently or involving third parties as subcontractors) information provided by the Advertiser, including accuracy of contact details, availability of telephone numbers, match of goods/services offered using the contact details with contents of an Advertisement;

3.5.7. Yandex shall be entitled when accepting an Advertisement for placement to refuse placing contacts and a Link to the contacts page included in an Advertisement and/or to refuse accepting an Advertisement if such Link is the only one in the Advertisement, and contacts under such Link are the only contacts specified for contacting the Advertiser; and Yandex shall be entitled to refuse placing both for the reason of failure of specified contacts to comply with Clauses 3.5.4, 3.5.6. above, and without giving any reasons (not applicable to Media Advertising);

3.5.8. Yandex shall be entitled in the course of rendering the Services to remove from an Advertisement, including after it was placed for the first time, a Link to the contacts page and/or to suspend Advertisement 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 3.5.6 above (not applicable to Media Advertising).

3.5.9. The relationship between Yandex and the Advertiser regarding the use of the Services is governed by the Yandex.Direct Data Processing Agreement located at https://yandex.com/legal/direct_dpa. The Advertiser agrees and acknowledges that the terms of the specified document take precedence in corresponding part over the Offer, other Binding Documents.

3.6. The Advertisement shall comply with the General Requirements (Clause 3.1. above).

3.7. A method of an Advertisement Display (statically or dynamically, other parameters of display) and Advertisement search results position in the display area (a position) shall be defined according to provisions of the Rules or Placement Rules (when Media Advertising is placed).

3.8. Yandex shall reserve the right:

3.8.1. to suspend rendering the Services and/or to terminate the Agreement(s) with the Advertiser unilaterally, if the cost of the Services rendered by Yandex under the Agreement, entered into on the advance payment terms, is equal or exceeds the amount transferred by the Advertiser to the settlement account of Yandex as an advance payment for the Services;

3.8.2. to remove the Advertiser’s Advertising Campaign placed under the Agreement twelve months after termination of such Advertising Campaign. Within the above period the Advertiser shall have access to such Advertising Campaign (after authorization with the Advertiser’s login and password).

3.9. The Advertiser shall not be entitled to assign its rights by the Agreement to any third party.

3.10. The Advertiser shall be solely responsible for safety and confidentiality of the registration data (login and password). Any actions connected to Advertising Campaigns which involve using the Advertiser’s login and password shall be deemed performed by the Advertiser. The Advertiser shall be solely responsible to third parties for any actions performed using the Advertiser’s login and password. Yandex shall bear no responsibility for unauthorized use of the Advertiser’s registration data by third parties.

3.11. The Advertiser acknowledges that for the purpose of the Agreement, in particular for determining a number of impressions, a number of clicks, cost of the Services, only information of the Yandex automated tracking system shall be used (hereinafter “Yandex Statistics”), which shall also be formed by results of processing queries and users’ Clicks.

3.12. Yandex shall give no warranty as to use and results (efficiency) of the Advertiser’s usage of statistics on the number of Advertisement impressions and on frequency of using the key words chosen by the Advertiser in Search Queries, application of the geo targeting provision, or use of the “Audience” Service (https://audience.yandex.ru) by the Advertiser.

3.13. Statistics on the number of queries containing specific key words/phrases, and details on associative selection of words available on Yandex.ru, shall be intended solely for the purposes of placing a Search and Media Advertising as part of the Yandex.Direct Services and shall not be used in the automatic mode (using scripts, etc.).

3.14. The Advertiser shall submit to Yandex on request properly certified copies of the documents confirming tax status and domicile of the Advertiser.

3.15. The Advertiser agrees that information related to the placement of the Ads by the Advertiser (Ads provided for placement, including those that were declined by Yandex, statistics and cost of Services, but without limitation of the foregoing) could be included into the public reports published by Yandex in order to increase transparency and social responsibility of Yandex and the Advertisers using Yandex.Direct to place their Ads.

3.16. When Advertising materials submitted by the Advertiser are geo targeted to the Russian Federation, Parties represent, warrant and undertake before each other to comply with the provisions of Article 18.1 of the Law No. 38-FZ of 13.03.2006 of the Russian Federation "On Advertising" and the provisions of the applicable regulations of the Russian Federation governing the accounting and labelling of advertising on the Internet.

3.16.1. The Parties have agreed that the above requirements in terms of confidential information shall be fulfilled through Yandex Advertising Data Operator Limited Liability Company (OGRN 1227700413962; hereinafter referred to as "Yandex ADO") in accordance with the Terms of data reporting posted at: https://yandex.ru/legal/ord_terms/?lang=en.

3.16.2. For the avoidance of doubt, Yandex does not undertake any obligation to verify the information provided by the other Party and is not responsible for its accuracy, relevance, completeness, compliance with the applicable laws of the Russian Federation and the Terms of data reporting.

3.17. The Advertiser agrees that for the purposes of fulfilling the requirements set forth in Article 18.1 of the Law No. 38-FZ of 13.03.2006 of the Russian Federation "On Advertising", the phone number specified by the Advertiser when creating an account in Yandex ID (https://passport.yandex.com) may be included in the advertising information reported to UOAR.

4. RIGHTS AND OBLIGATIONS OF YANDEX

Yandex shall undertake:

4.1. To render the “Yandex.Direct” Services to the Advertiser according to the Agreement entered into on the Offer terms.

4.2. When rendering the Services under the Agreement to make Yandex Statistics available to the Advertiser (the Advertiser’s representative) through the Client web interface, which is available to the Advertiser after the authorization using the Advertiser’s login and password on the Yandex’s web sites, through application programs (including programs for mobile devices) or API , and Yandex shall bear no responsibility if the Advertiser fails to review statistics for any reasons beyond Yandex control.

4.3. To ensure confidentiality in connection with the Advertiser (the Advertiser’s representative) and its Advertising Campaigns according to the Privacy Policy terms and conditions of (https://yandex.com/legal/confidential), including by providing access to an Advertising Campaign only upon entering the Advertiser’s login and password. In this event confidentiality of an Advertising material included in an Advertising Campaign shall be ensured until display of the relative Advertisement begins.

4.3.1. The Parties have agreed that the confidentiality provision related to the registration data (including personal data), specified by the Advertiser upon registration with Yandex’s web sites (via the corresponding application programs (including programs for digital devices) and/or upon entering into the Agreement shall not apply when Yandex uses such information for the purpose of billing the Advertiser for the Services, executing invoices and acts of delivery and acceptance of the Services with the Advertiser. Information (including personal data) and details provided by the Advertiser shall be subject to specification in the above documents.

Yandex shall be entitled:

4.4. To suspend provision of the Services under the Agreement to the Advertiser on the temporary basis for technical, technological or other reasons, which prevent rendering the Services, for the cure period.

4.5. To suspend the Services under the Agreement and/or to terminate the Agreement early in the unilateral extrajudicial manner by notifying the Advertiser if the Advertiser breaches obligations and/or warranties accepted according to the Agreement.

4.6. In case the Advertiser is not the tax resident of the Switzerland and has no permanent representations or domicile in the Switzerland, Yandex may not start rendering services before receipt of documents confirming tax status, domicile of the Advertiser outside Switzerland.

5. RIGHTS AND OBLIGATIONS OF THE ADVERTISER

The Advertiser shall undertake:

5.1. To independently prepare an Advertising Campaign, including making advertisements ready for advertising according to the established form (Clauses 3.3., 3.5., 3.6. above).

5.2. In the course of preparing, developing, altering an Advertising Campaign to meet all requirements of Yandex to Advertising materials and terms and conditions of their placement specified in the Offer, and any applicable legal standards and requirements, including without limitation the legislation on advertising, on intellectual property, on competition protection.

Advertising materials submitted by the Advertiser should satisfy the requirements of the legislation of the country of residence of the Advertiser and/or of the place of implementation of the advertised activity/place of sale of the advertised goods. When the Materials submitted by the Agency 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 applicable laws and regulations, including the legislation on advertising, intellectual property legislation and the competition law.

5.3. Not to misuse the opportunities provided to the Advertiser for placing Advertisements as part of an Advertising Campaign under the Agreement (including the technical option of an independent choice of key words, developing and altering Advertisement wording , specifying a hyperlink, a Link to the contacts page, any other opportunities for developing and making alterations to an Advertising Campaign); not to use independently or with involvement of third parties the Services and/or Yandex.Direct functionality for the purposes, which can be qualified as infringement of third parties’ intellectual rights, unfair competition, other law violations; not to perform actions, which influence normal operation of Yandex.Direct, constitute its unfair use, in particular, without limitation, not to perform unfair reproduction of Impressions and Clicks (manually and/or using any hardware and software), independently or with assistance from third parties.

5.3.1. Refrain from using instruments of Yandex.Direct to copy, extract or other use of the Advertisements, Advertising Campaigns for the purpose of using such Advertisements and/or Advertising Campaigns with other advertising systems, either manually or using automated instruments, unless such actions were approved by Yandex.

5.4. If advertised services or business are subject to licensing and/or obligatory certification, to deliver to Yandex duly certified copies of respective licenses, certificates by the time when a relative Advertising Campaign starts or within one business day after Yandex requested the same. If the Advertiser fails to present the above documents, Yandex shall be entitled to refuse and/or to suspend/to stop placing relative Advertisements and/or Advertising Campaign.

5.5. To pay for Yandex Services under the Agreement as specified in the Offer (the Agreement).

The Advertiser shall be entitled:

5.6. To have access to the statistics as agreed.

5.7. To alter an Advertising Campaign (including terms and conditions for placement) at any time subject to compliance with all requirements specified in the Agreement.

5.8. To suspend or to stop an Advertising Campaign at any time.

6. COST OF THE SERVICES AND PAYMENT TERMS

6.1. Cost of the Services rendered by Yandex under the Agreement shall be established according to Yandex statistics based on the Cost per Click and the number of Clicks, the Cost per Conversion and the number of Conversions for an accounting period. And the Cost per Click and the Cost per Conversion shall be agreed upon by the Parties in the course of an Advertising Campaign to the extent of the minimum (not applicable for CPA) and the maximum Cost per Click or the Cost per Conversion established by Yandex subject to the maximum Bids established by the Advertiser manually or automatically, places and terms and conditions for placing Advertisements according to the Rules, and shall appear in the Yandex Statistics.

6.2. An accounting period for the Services shall constitute a calendar month.

6.3. The Advertiser shall pay for the Services in a currency and on the Bank details specified in the Invoice via bank transfer. The Fees specified in the Invoice shall be transferred by the Advertiser in full without deduction of any taxes, fees or other payments in accordance with legislation of the Advertiser’s country, and the Advertiser shall pay such taxes, fees, etc. for its own expense.

6.4. The Services shall be rendered to the Advertiser on the advance payment terms. The Advertiser shall make an advance payment in the amount of 100% (Hundred percent) of the total cost of ordered Services under an invoice from Yandex to the Advertiser (hereinafter the “Invoice”), within seven (7) calendar days after the Invoice date. Payment of an Invoice by the Advertiser shall constitute the Offer Acceptance and shall involve entering into the Agreement on the advance payment terms (Clause 7.1 below).

6.5. For the purpose of the Agreement the Services shall be paid by non-cash method, particularly via bank transfer or other methods permitted by law and accepted by Yandex (in the section “Payment methods” on the Yandex.Direct web site). The Advertiser shall choose and use a payment method/form at his/her/its discretion and without any liability set out for Yandex. Safety, confidentiality, and other terms and conditions related to use of a payment method/form selected by the Advertiser shall beyond the Offer and the Agreement and shall be governed by agreements (contracts) between the Advertiser and relative organizations.

6.5.1. In case the Advertiser pays for the Services with the bank card which was linked by the Advertiser to its account, the Advertisers agrees that any bank card, linked through the Client web interface or via the account of the Advertiser on any service (including mobile apps) of the LLC "YANDEX" (its affiliates or group members), shall be considered as linked card. Yandex is entitled to charge the amount due to be paid for the Services from any linked card.

6.6. The Advertiser may notify Yandex on a payment made with delivering a copy of a payment document with a mark of the executing bank (when it is applicable for a corresponding method of payment).

6.7. The Services shall be deemed paid by the Advertiser when Yandex receives a confirmation from the bank of crediting the Yandex settlement account with the whole amount. At the discretion of Yandex, as the case may be, the following can prove a payment made: a) a scan-copy of a payment order in case of a non-cash payment; b) verification of the actual payment in favor of Yandex by Yandex via a payment system in case of an electronic payment by the Advertiser.

6.8. Herewith the Parties have agreed that if upon termination or cancellation of the Agreement the amount paid by the Advertiser for the Services in advance exceeds the cost of actual Services to the Advertiser under the Agreement the difference between the above amounts shall be deemed as paid by the Advertiser (in advance) for Yandex services under other (including future) Agreements, except when 1) otherwise directly provided by the Offer terms and conditions; 2) otherwise additionally agreed on by the Parties upon termination or cancellation of the Agreement. This condition shall survive cancellation or termination of the Agreement.

6.9. Payment shall be calculated solely based on records maintained by Yandex. No other measurements or statistics of any kind shall be accepted by Yandex or have any effect under this Agreement.

6.10. On a monthly basis, within seven (7) calendar days after the last business day of each calendar month during which Yandex provided Advertiser with the Services (hereinafter the “Accounting Period”), Yandex shall sent to the Advertiser an electronic report for the Services rendered by Yandex (hereinafter the “Electronic report”).

6.11. Yandex shall send the Electronic report to the Advertiser by e-mail. The Advertiser shall be deemed to have received the Electronic report sent by Yandex to the Advertiser by e-mail the next business day after the day it was sent.

6.12. Services performed by Yandex shall be deemed accepted by the Advertiser in the scope stated in the Electronic report, unless within thirteen (13) days after the applicable Accounting Period Yandex receives from the Advertiser written objections to the Electronic report. Yandex shall have no obligation to accept or consider any objections regarding the Services identified in the Electronic report that are submitted by the Advertiser following such thirteen (13) day period, including claims to quantity (scope), value and quality.

6.13. Following receipt by Yandex of such written notice, Yandex will research such inquiry and will notify the Advertiser of a resolution within a reasonable period of time. The resolution of such inquiry will be determined by Yandex at its sole discretion, and Yandex has no obligation to provide a particular remedy to the Advertiser.

6.14. Ths Statistical data could be corrected due to the use of the antifraud systems, including the statistical data of the accounting period where the services were provided even if the fraudulent actions were discovered after the end of such accounting period. In the latter case the cost of Services in the Act of acceptance would not be amended or corrected, and the Services related to such accounting period should be considered duly provided. However, Yandex will provide the discount for the Services ordered through the Customer's account in the foregoing accounting periods in the amount of the sum of the Costs of Clicks determined as fraudulent by Yandex. The discount could not be charged to the Customer's account or monetized by other means. The discount could be applied by the Customer:

6.14.1. to the Services which were not provided in full in the accounting period where the antifraud correction was made;

6.14.2. to the Services which were not provided in full in the accounting period where the antifraud correction was made, in case when at the moment of correction no orders described in the clause 6.14.1 were placed.

6.15. The cost of Services includes services "Yandex.Direct Setup" provided on Terms.

7. ACCEPTANCE OF THE OFFER AND ENTERING INTO THE AGREEMENT

7.1. The Advertiser shall accept the Offer by advance payment of an Invoice for Yandex Services under the Agreement, within the specified timeframe. If the Offer is not accepted (Invoice is not paid) within the specified payment period, the Offer shall expire in relation to these ordered Services, and Yandex shall reserve the right to remove respective Advertising Campaigns. With regard to the Advertiser being a natural person the Offer shall be deemed accepted when such Advertiser accepts the Offer in the Client web-interface by ticking an "I agree" or a similar checkbox.

For the purposes of this Clause, the Advertiser's actions similar to the Offer Acceptance, but not the same, including, but not limited to the specified, the transfer of funds using incorrect Bank details or/and without specifying the account number, SWIFT, IBAN or/and without specifying the name of the Advertiser, are not recognized as the Offer Acceptance.

7.2. For the purposes of participation of the Advertiser in the loyalty programs, that may be conducted by Yandex from time to time, the Offer shall be deemed accepted when the Advertiser accepts the Offer in the web-form, provided by Yandex, by ticking an "I agree" or a similar checkbox.

7.3. A separate Advertising Campaign can be covered by several successive Agreements, and the Agreement can be entered into in relation to several Advertising Campaigns.

8. THE OFFER TERM. AMENDMENTS TO THE OFFER TERMS AND CONDITIONS

8.1. The Offer shall become effective upon its placement on the Internet at https://yandex.com/legal/oferta_direct_ch and shall expire upon its cancellation by Yandex.

8.2. Yandex shall reserve the right to make amendments to the Offer terms and conditions, as well as to amend Binding Documents, and/or to cancel the Offer, as well as cancel any of the Binding Documents at any time at its own discretion. If Yandex makes amendments to the Offer and/or any of the Binding Documents, these amendments shall become effective upon placing the Offer and/or Binding Documents as amended on the Internet at the addresses specified in Clauses 3.1 and 8.1 above, unless any other term for amendments effectiveness is additionally specified for such placement.

9. TERM AND AMENDMENTS TO THE AGREEMENT

9.1. The Offer Acceptance by the Advertiser according to Clause 7 above shall generate Agreement on the terms and conditions specified in the Offer.

9.2. The Agreement shall become effective upon the Offer Acceptance by the Advertiser and shall remain in effect: a) until the Parties meet their obligations under the Agreement, i.e. until the Advertiser pays for the Services and until Yandex renders the Services in the scope subject to cost of the Services, or b) until the Agreement terminates.

9.3. The Advertiser shall agree and acknowledge that any amendments to the Offer and/or Binding Documents shall involve amendments to the Agreement entered into and effective between the Advertiser and Yandex, and the same amendments to the Agreement shall become effective together with the same amendments to the Offer and/or Binding Documents.

9.4. If Yandex cancels the Offer during the term of the Agreement the latter shall be deemed terminated upon its cancellation unless otherwise specified by Yandex upon the Offer cancellation.

10. AGREEMENT TERMINATION

10.1. The Agreement can be terminated:

10.1.1. Any time upon agreement by the parties.

10.1.2. Upon initiative from either Party if the other Party violates the Agreement with a written notification to the other Party.

10.1.3. For other reasons set out in this Offer.

11. WARRANTIES

11.1. During the term of the Agreement 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 Advertisements, including in relation to the of software operation.

11.2. Except for the warranties directly specified in the Offer Yandex shall not make any other direct or implied warranties under the Agreement and shall directly waive any warranties or conditions as to non-infringement of rights, compliance of the Services to specific purposes of the Advertiser.

11.3. By agreement with terms and conditions and by acceptance of the terms and conditions of this Offer by accepting the Offer the Advertiser (or the Advertiser’s representative, including an individual duly authorized to enter into the Agreement on behalf of the Advertiser) shall state and guarantee to Yandex, that:

11.3.1. The Advertiser (the Advertiser’s representative) stated true details, including personal details, of the Advertiser (the Advertiser’s representative) upon registration as a user in Yandex.ru and true details, including personal details, of the Advertiser when executing payment documents in relation to the Services.

11.3.2. The Advertiser shall enter into the Agreement on the voluntary basis, and the Advertiser (the Advertiser’s representative): a) has completely reviewed the terms and conditions of the Offer, b) completely understands the subject matter of the Offer and the Agreement, c) completely understands importance and consequences of his/her/its actions in terms of entering into and executing the Agreement.

11.3.3. The Advertiser (the Advertiser’s representative) shall have all the authority and the powers necessary for entering into and executing the Agreement.

11.3.4. Placement of an Advertising Campaign, reproduction and display of Advertisements as part of an Advertising Campaign, contents and form of Advertising materials (including, but not limited to contents of Advertisements, web pages and sites, which a Link shall lead to, contact details, intellectual property used in an Advertising), 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.

11.3.5. Applying additional settings/strategies of Ads placement and additional functionalities on advertising campaigns management that allow the Advertiser to generate automatically the Ads content including but not limited as to the Ad’s headlines, the Links, icons and to specify key words for an Ad display, the Advertiser agrees that the Advertiser is responsible for the correspondence of the Ads content generated by him using the additional settings and functionalities to the applicable legal requirements including advertising and competition legislation. Yandex does not guarantee that there is no errors in these additional settings and functionalities work, also Yandex does not guarantee the correspondence of their work to Advertiser’s goals and expectations.

12. LIABILITY AND LIMITATION OF LIABILITY

12.1. For violation of the Agreement the Parties shall be held liable as established by the Agreement and/or by the applicable law of Switzerland.

12.2. Yandex shall under no circumstances be held liable under the Agreement for: a) any action/omission, which directly or indirectly result from an action/omission of the Advertiser and/or third parties; b) any indirect losses and/or loss of profit by the Advertiser and/or third parties regardless of whether Yandex could or could not foresee such losses; c) use (impossibility to use) and any consequences of use (impossibility to use) by the Advertiser of the payment form he/she/it chose under the Agreement, and equally use/impossibility to use any means and/or ways of delivering/receiving information by the Advertiser and/or third parties.

12.3. The aggregate scope of Yandex liability under the Agreement, including the amount of penalties (fines, forfeits) and/or indemnities under any claim or action in relation to the Agreement or its execution, shall be limited to 10 % of the Services cost under the Agreement.

12.4. The Parties shall be free from any liability for partial or complete failure to execute their obligations under this Agreement if such failure resulted from force majeure circumstances, which occurred after entering into the Agreement, or if the failure to execute their obligations by the Parties under the Agreement resulted from any emergency, which Parties could neither foresee nor prevent reasonably. Force majeure circumstances shall include events, which a Party cannot affect and for occurrence whereof it shall bear no responsibility, including but not limited to wars, revolts, strikes, earthquakes, floods, other acts of nature, a fire, power supply failures through no fault of the Parties, actions and acts of authorities, which occurred after entering into the Agreement and which prevent execution of obligations established by the Agreement, and other unforeseen circumstances and events and facts beyond the parties’ control.

12.5. The Advertiser shall bear entire liability for a) compliance with all legal requirements, including but not limited to the legislation on advertising, on intellectual property, on competition, in terms of contents and form of Advertising and materials, where a Link placed by the Advertiser shall lead to, choice of key words, use of the site (domain name of the site), where a Link is placed, other actions he/she/it performs as an Advertiser and/or an Advertising producer; b) accuracy of details specified upon registration as a user on Yandex’s website, and reliability of the Advertiser’s warranties and statements contained in Clause 11 above.

12.6. Subject to the terms and conditions of Clause 12.5 above the Advertiser shall undertake on his/her/its own and at his/her/its expense to settle disputes and claims of third parties related to Advertising (Advertising Campaigns, Advertisements), in connection with its placing under the Agreement, or to pay damages (including legal costs) incurred by Yandex in connection with claims and actions based on placing the Advertiser’s Advertising under the Agreement. If content, form and/or placement of the Advertiser’s Advertising under the Agreement caused governmental authorities to order Yandex to pay a penalty the Advertiser shall undertake immediately upon a request from Yandex to deliver the required information related to placement and contents of Advertising, to cooperate with Yandex in settlement of orders, and to cover any damages (including expenses on penalty payment) incurred by Yandex as a result of orders related to placement of the Advertiser’s Advertising.

12.7. If the Advertiser fails to comply with the terms of the Agreement, Yandex shall be entitled to suspend the Services until the Advertiser cures the violations and completely compensates (recovers) losses incurred by Yandex through such violation and/or to terminate the Agreement with a respective notification to the Advertiser to the Advertiser’s e-mail address stated upon developing an Advertising Campaign. Yandex shall be entitled to withhold the amount of penalties and forfeits incurred according to the Agreement from the amounts received from the Advertiser as prepayment of the Services of Yandex.

12.8. Yandex is entitled to refuse to place or to terminate placement of an Advertisement in case the placement of the Advertisements with a Link to the respective web site had previously caused governmental authorities to order Yandex (its affiliated persons and partners) to pay penalties, till the moment of full reimbursement of such damages incurred by Yandex (its affiliated persons and partners), regardless of who the Advertiser in terms of such Advertisement was. Yandex is also entitled to refuse to provide Services to the person placing Advertisements by means of an account which had been used to place Advertisements that caused governmental authorities to order Yandex (its affiliated persons and partners) to pay penalties, till the moment of full reimbursement of such damages incurred by Yandex (its affiliated persons and partners), regardless of who the Advertiser in terms of such Advertisement was.

13. OTHER CONDITIONS

13.1. The Agreement, its conclusion, execution and cancelation shall be regulated by the applicable law of Switzerland. Any issues not covered by the Offer or covered incompletely, shall be governed by the substantive law of Switzerland. If as a result of negotiations by the Parties have not reached a mutually acceptable decision, a place of jurisdiction shall be Lucerne.

13.2. Any notifications under the Agreement can be served by one Party to the other Party: 1) by e-mail a) to the Advertiser’s e-mail address stated upon developing an Advertising Campaign from the Yandex e-mail address stated in Clause 14 below if the Advertiser is a recipient, and b) to the Yandex e-mail address stated in Clause 14 below from the Advertiser’s e-mail address stated upon developing an Advertising Campaign; 2) by fax; 3) by post with delivery confirmation or by courier with delivery notification.

13.3. If one or more provisions hereof shall for any reason appear void, invalid, such invalidity shall not influence the validity of any other provision of the Offer (Agreement) which shall remain effective.

13.4. Without conflicting the terms and conditions of the Offer, the Advertiser and Yandex shall be entitled at any time to execute the Service Agreement in the form of a written bilateral agreement.

13.5. Yandex can provide to the Advertiser the translation of this Offer from English into other languages, but in case of discrepancy between the conditions of the Offer in English and its translation, the English version of the Offer shall be exclusively valid.

13.6. The Advertiser expressly and irrevocably consents that (i) the rights and obligations of Yandex under the Agreement, the entire Agreement or any part thereof may be assigned and/or subcontracted by Yandex to third parties without any approval by the Advertiser; and (ii) upon any such assignment, all rights and obligations of Yandex so assigned shall become rights or obligations of the transferee, and that any rights of Yandex so assigned may be enforced by the transferee against the Advertiser.

Shall any applicable law require an approval from other party for assignment or transfer of one’s rights and(or) obligations under the Agreement, this clause shall be deemed as such approval by the Advertiser.

Yandex will notify the Advertiser prior to the assignment of any right or obligation hereunder at least five (5) days before the assignment date. The Advertiser is entitled to terminate this Agreement by providing of a written notice (including by e-mail) within (5) days from the notification in case the Advertiser does not agree with the assignment.

14. ANTI-CORRUPTION CLAUSE

14.1. The companies of Yandex Group adhere to the principles and conditions of work set out in the YANDEX Code of Business Conduct and Ethics in all its activities. The companies of Yandex Group expect their contractors to abide by the principles of business conduct set out in the Code of Business Conduct and Ethics. A copy of the Code of Business Conduct and Ethics is available in the corporate section of the Yandex portal at: http://ir.yandex.com/documents.cfm

14.2. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments. During the performance of this Offer the Parties, their affiliates, employees, stakeholders and representatives (including agents, commission agents, customs brokers and other third parties directly or indirectly involved in the performance of this Offer shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any assets (including intangible assets), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the legislation, or pursuing other illegal purposes.

14.3. In terms of the representations specified in clause 14.2. hereof, the Parties adhere to, apply and act in accordance with the following national and international legal acts:

• fundamental principles of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;
• the US Foreign Corrupt Practices Act of 1977;
• other provisions of applicable laws related to corruption and commercial bribery.

14.4. If a Party suspects that any provisions hereof were violated or can be violated, the Party concerned undertakes to immediately notify the other Party on its suspicions in writing.

14.5. The Parties agree that they will use the following addresses to report of any violation/risk of violation of this Offer:

To notify Yandex: https://yandex.hotline.b1.ru

14.6. Clauses 14.1. to 14.3. constitute representations material for the Yandex. Yandex relies on these representations when entering into this Offer.

15. Yandex Details:

Name: Yandex Europe AG

Location: Werftestrasse 4, CityBay Business Center, CH – 6005 Lucerne

the feedback form at https://yandex.com/support/direct/troubleshooting

_____________________________

Yandex Europe AG

Address in the Internet: https://yandex.com/legal/oferta_direct_ch

Date of publication: 01.03.2024

Effective date: 04.03.2024

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