Yandex.Market Service - Terms of Offer

Lucerne, Switzerland

Date of placement: 17.01.2017

Effective Date: 17.01.2017

This document constitutes the terms and conditions which apply to all offers by Yandex Europe AG, Lucerne, Switzerland, (hereinafter - «Yandex») regarding “Yandex.Market” services.

1. TERMS AND DEFINITIONS

1.1. For the purposes hereof, the following terms shall have the following meaning:

Offer acceptance - complete and unconditional Offer acceptance by implementing the actions specified in clause 6.2. of these Terms of Offer and therewith unconditionally accepting all terms and conditions as laid out in these Terms of Offer and in the documents referred to herein;

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

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

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

Agreement – agreement between the Customer and Yandex for rendering of Yandex.Market Services, which is concluded by means of Offer acceptance;

Customer (Client) - a person who carries out the Offer acceptance and is an advertiser and ordering customer of Yandex.Market Services under the concluded Agreement;

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

Customer (Client) duplicate party – a party different from the Customer, regardless of its form of legal incorporation, which offers a list of goods, same as or similar to that of the Customer and/or has identical details (location of points of sale or self-delivery, contact telephone numbers, e-mails, etc.). Under all circumstances Customer (Client) duplicated party shall be understood as a party, exercising unjustified injurious increase of Materials, the main purpose of which is a non-competitive increase of Clicks;

Materials – advertising-promotional materials provided by the Customer that contain information about the range, prices, specifications, availability of goods (services) offered in the Customer’s store to potential buyers (consumers) in the current period, information on location of the stationary retail outlets of the Customer, images, descriptions and other information regarding product offerings and/or the Customer’s store;

The Locations - a place on the web pages of informational resources on the Internet or in the Yandex.Market Service, selected for placing (showing) Materials and/or their certain constituent parts (images, descriptions, etc.);

Terms of Offer - the present document “Yandex.Market Service - Terms of Offer”, as revised from time to time; it’s actual version placed on the Internet at: https://yandex.com/legal/oferta_market_ch/;

Offer – the Invoice for prepayment for certain services including the present Terms of Offer;

Impression - display of Materials at Locations;

User - a person who is a visitor of informational resources on the Internet and/or application programs (including programs for mobile devices) user;

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

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

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

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

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

D) Store offers card (as this term is defined in the General terms and conditions for Yandex.Market Services placed on the Internet at: https://yandex.com/legal/market_general_ch/.

Yandex.Market Services - Yandex services regarding placement of the Materials at the Locations (the services provided for by clauses 2.1.1 and 2.1.2 of the Offer).

1.2. The Offer may use terms, not defined in clause 1.1 of the Terms of Offer. In this case, the interpretation of the term shall be in accordance with the text of interpretation of the term defined: primarily - in the applicable law, secondarily - on the Yandex.Market Service website, and thereafter – as exists (common) on the Internet.

2. SUBJECT OF THE AGREEMENT

2.1. The subject of the Agreement is the rendering of Yandex.Market Services by Yandex to the Customer according to the terms and conditions as defined herein. The Yandex.Market Services shall include:

2.1.1. placement of Materials at the Locations by Yandex;

2.1.2. an option enabling the User to order products/services with the Customer store directly at Yandex.Market (the Ordering at Market option), provided by Yandex, inter alia:

2.1.2.1. an option provided to the Customer enabling the User to place its order with payment for products upon their receipt;

2.1.2.2. an option provided to the Customer enabling the User to place its order for products payable in advance, when this order is placed (enabling the User to file a claim directly in the interface of the relevant order and invite an arbitrator of Yandex.Market to assist in reviewing the claim).

3. TERMS AND CONDITIONS FOR RENDERING SERVICES

3.1. The acceptance and observance of requirements and provisions set forth in the Terms of Offer, and further defined by the below mentioned documents, by the Customer is an obligatory condition for the provision of Yandex.Market Services by Yandex:

3.2. Unless otherwise provided by the General terms and conditions Yandex proceeds to rendering of Services to the Customer only after the cumulative execution of the following conditions by the Customer:

3.2.1. The Customer provides Materials, which comply with the requirements of the Agreement;

3.2.2. The Customer has executed Offer acceptance.

3.3. Yandex shall proceed with rendering the service specified in paragraph 2.1.2 of the Offer to the Customer, provided the Customer has met the correspondent requirements provided for by the document «Ordering at Yandex.Market. Terms for Stores».

3.4. The Customer shall prepare the Materials independently and provide them to Yandex in the manner and format described in the document ”Requirements to the Data Transmission Format and Method“. The Customer guarantees and shall be solely and completely liable for the compliance of the Materials with the applicable laws.

3.4.1. Information about the location of the stationary retail outlets of the Customer and other information, agreed by the Parties may be received through the Client web interface.

3.5. In the event the Customer provides the Materials in violation of regulations and requirements specified in the Agreement (including the “General terms and conditions”), Yandex shall be entitled to refuse to place such Materials, and to suspend or terminate its Services related to those Materials, or terminate the Agreement.

3.5.1. The Locations of Materials are determined in accordance with terms and conditions of the documents “General terms and conditions”.

3.6. The Customer shall not be entitled to assign its rights under the Agreement to any third party without Yandex's prior consent. Customer shall undertake to confirm availability of such consent.

3.7. The Services are rendered to the Customer in the scope and corresponding to the amount of the advance payment made by him. Yandex reserves the right to immediately suspend Services provision and or terminate the Agreement unilaterally if the cost of the Services provided by Yandex under the Agreement has become equal to or exceeded the amount transferred by the Customer to the current account of Yandex as a prepayment for rendering Services.

3.8. The Customer shall be solely responsible for maintaining the confidentiality of the registration data (login and password). Any actions connected to placement of Materials through the Client web interface using the login and password of the Customer, shall be deemed performed by the Customer. The Customer shall be solely responsible to third parties for any actions performed by using the login and password of the Customer. Yandex shall not be liable for any misuse of the Client web interface by any third party or any malfunction thereof.

3.9. The Customer acknowledges that, for the purposes of the Agreement, in particular, for determination of the number of impressions, number of clicks, cost of the Services, as well as the start date and period of Services rendered, only Yandex Statistics data are used and are always considered agreed as correct.

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

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. Yandex shall undertake:

4.1.1. To provide the Customer with Yandex.Market Services in accordance with this Agreement, and based on the terms of the Offer.

4.1.2. While rendering the Services under the Agreement, to provide the Customer with possibility to examine the Statistics data, using the Client web interface; however Yandex is not responsible or liable for any inability to examining the Statistics data by the Customer due to reasons beyond the control of Yandex.

4.1.3. To place the Materials provided by the Customer in the Yandex.Market Database, subject to their compliance with the requirements, specified in the documents mentioned in cl. 3.1. of the Terms of Offer.

4.1.4. To return to the Customer on his written request prepayment amounts, after deduction of the cost of the Services actually provided by Yandex at the time of termination of the Agreement, in case of the Customer’s refusal to execute the Agreement under the terms and conditions stated in the Offer. Refund shall be made within five business days after the receipt by Yandex of the duly executed written Customer's request and, where necessary, other documents that identify the Customer.

4.2. Yandex shall be entitled:

4.2.1. To suspend provision of the Services under the Agreement to the Customer on the temporary basis for technical, technological or other reasons which prevent rendering the Services.

4.2.2. To suspend the provision of Services under the Agreement and/or terminate the Agreement in unilateral extrajudicial manner by notifying the Customer in the following cases: a) breach by the Customer of the obligations, stipulated by subclauses 4.3.2., 4.3.3., 4.3.5., 4.3.9. of the Terms of Offer and b) breach of any other obligations of the Customer under the Agreement.

4.2.3. Carry out any actions (control activities) as to verify whether the contents of the Materials submitted by the Customer meet the requirements specified in the Agreement. Any findings obtained through control activities shall be regarded as a sufficient reason as to ascertain that Materials do not meet the requirements specified in the Agreement. In this case, Yandex shall independently determine the methods, frequency and grounds as to carry out control activities.

4.2.4. To amend the Terms of Offer and the documents mentioned in cl. 3.1. of the Terms of Offer in the manner stated by the Terms of Offer.

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

4.3. The Customer shall undertake:

4.3.1. To upload the Materials in compliance with technical requirements specified by the “Requirements to the Data Transmission Format and Method”.

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

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

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

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

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

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

4.3.8. To pay for Yandex Services under the Agreement in the manner and procedure as specified in the Offer (Agreement).

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

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

4.4. The Customer shall be entitled:

4.4.1. To access the Statistics data in the prescribed manner.

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

4.4.3. To suspend and/or terminate the placement of the Materials at any time.

4.4.4. To repudiate the Agreement unilaterally by written notice to Yandex, in case of disagreement with amendments, made by Yandex to the “General terms and conditions” or “Rules”, no later than seven (7) days from the date of taking the specified changes into effect and after paying Yandex for actual Services provided. The Agreement shall be deemed terminated from the moment of the receipt of Customer's notice by Yandex. Upon receipt of notice of termination, Yandex is entitled to suspend all Services for Customer.

5. COST OF THE SERVICES AND PROCEDURE OF SETTLEMENTS

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

5.1.1. The cost of services specified in clause 2.1.1 of the Offer.

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

5.1.2. The cost of the services specified in clause 2.1.2 of the Offer shall be determined in a manner provided for by the document «Ordering at Yandex.Market. Terms for Stores».

5.2. Accounting period of Services rendering is set as a calendar month.

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

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

5.5. The Services are provided to the Customer under the terms of advance payment. Customer makes an advance payment of 100% (One Hundred per cent) of the total cost of ordered Services on the basis of an invoice issued by Yandex to the Customer (hereinafter — the «Invoice») within five (5) calendar days from the date of the Invoice. For the purposes of the Offer, the payment period, calculated in calendar days, does not include public holidays at the domicile of Customer. Payment of the Invoice by the Customer shall constitute the Offer acceptance and shall confirm the entering into the Agreement on terms and conditions of advance payment (clause 6.2 of the Offer).

5.6. Services shall be considered paid by the Customer, after receiving by Yandex confirmation from the bank on the receipt of all invoiced amounts to Yandex’ bank account. In some cases, at sole discretion of Yandex, a confirmation of the fact of payment may be: a) The facsimile copy of a payment order with bank stamp on payment for bank transfer payment, b) facsimile copy of the receipt with stamp of the bank through which payment is made, and c) verification by Yandex of the fact of payment to Yandex using payment system in the case of electronic payment by the Customer.

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

5.8. The Customer must notify Yandex in writing of any disputed invoiced amount within 5 (five) days following the date of the Invoice. Failure to notify Yandex shall result in the waiver by the Customer of any claim relating to any such disputed payment.

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

5.10. 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 the Agreement.

5.11. Every month (on the last day of accounting period) and/or the last day of the rendering of the Services under the Agreement (Invoice), Yandex sends to the Customer an electronic report for the Services rendered by Yandex (the “Electronic report”) during the previous accounting period.

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

5.13. The Services considered to be provided by Yandex and properly accepted by the Customer in the amount specified in the Electronic report, if, within fifteen (15) days after the end of the accounting period, Yandex has not received from Customer motivated written objections.

At the end of the period specified above, the claims of the Customer on the Electronic report, including the amount (scope), cost and quality of services will not be accepted.

6. OFFER ACCEPTANCE AND CONCLUSION OF THE AGREEMENT

6.1. Actions specified in clause 6.2 of the Agreement shall not be regarded as appropriate Offer acceptance, in the event those were carried out by:

  • a party that Yandex had entered into the Agreement with and had terminated that Agreement for violation of the provisions therein, and

  • the Customer (Client) is a duplicate party, that Yandex had entered into the Agreement with and had terminated the Agreement for violation of the provisions herein.

Actions mentioned above shall not lead to restoration of any of Yandex's obligations.

The provisions herein shall not apply to the situations where Yandex has performed unambiguous actions confirming that it admits the acceptance, carried out by the parties herein, as appropriate (actual commencement of providing the Services).

Yandex shall be entitled to independently determine any technical methods to limit or block the Offer acceptance procedure or the Client Web Interface relating to certain customers, certain potential customers or related parties.

6.2. The Customer makes Offer acceptance by advance payment of the Invoice for Yandex Services. The Offer with respect to the Services shall be valid for five (5) calendar days from the date of the Invoice. In case the Customer has made Offer acceptance within a period exceeding that specified herein, Yandex has the right, at its sole discretion, accept such Offer acceptance and start providing Services or refuse such Offer acceptance, returning the advance paid amount to the Customer.

6.3. In case the Customer has made Offer acceptance within a period exceeding that specified in the Invoice, Yandex has the right, at its sole discretion, to accept such Offer acceptance and start providing Services or refuse such Offer acceptance, returning the advance paid amount to the Customer.

7. DURATION AND CHANGING CONDITIONS OF THE TERMS OF OFFER

7.1. These Terms of Offer become effective on the date specified in the “Effective Date” above and shall remain valid until withdrawal or replacement of these Terms of Offer by Yandex.

7.2. Yandex reserves the right to amend and modify the Terms of Offer and/or withdraw the Terms of Offer (including the documents mentioned in cl. 3.1 of the Terms of Offer) at any time at its discretion. In case of changes to the Terms of Offer (including the documents mentioned in cl. 3.1 of the Terms of Offer) by Yandex, such changes shall become effective upon placement of the modified text of the Terms of Offer (the documents mentioned in cl. 3.1 of the Terms of Offer) on the Internet at the address, specified in clause 1.1 (clause 3.1), if different commencement of such changes is not defined additionally at such placement.

8. DURATION AND AMENDMENT OF THE AGREEMENT

8.1. Offer acceptance by the Customer, made in accordance with section 6 of the Terms of Offer creates the binding Agreement on the terms of the Offer between the Parties.

8.2. The Agreement enters into force upon Offer acceptance by the Customer, and is valid until: a) the Parties have fulfilled all obligations under the Agreement, namely the payment of the cost of the Services by the Customer, and rendering of the Services by Yandex in an amount corresponding to the cost of the Services, or b) the termination of the Agreement

8.3. The Customer acknowledges and agrees that changes to the Terms of Offer result in the introduction of these changes into the Agreement and are validly acting between the Customer and Yandex, and these changes to the Agreement shall enter into force simultaneously with changes to the Terms of Offer.

9. TERMINATION OF AGREEMENT

9.1. Agreement may be terminated:

9.1.1. upon agreement of the Parties at any time;

9.1.2. by Yandex in case of violation by the Customer of the provisions of the Agreement, immediately by written notice to the Customer;

9.1.3. for other reasons specified in the Terms of Offer and/or the applicable legislation or Russian and/or Ukraine legislation, and/or Republic of Belarus, and/or Republic of Kazakhstan and/or Turkey when Advertising materials submitted by the Customer are geo targeted to the Russian Federation and/or Ukraine, and/or Republic of Belarus, and/or Republic of Kazakhstan and/or Turkey.

9.2. Obligations of the Parties under the Agreement which by its nature should continue to act (including obligations relating to confidentiality of the settlement, the use of information, but not limited to the above mentioned) will remain in force after the termination of the Agreement.

9.3. Termination of the Agreement for any reason does not relieve the Parties from liability for breach of the Agreement’s conditions arising during its term.

10. WARRANTIES

10.1. During the term of the Agreement Yandex will make all reasonable efforts for curing any failures and errors if they occur. At the same time Yandex shall not guarantee absence of errors and failures when placing materials, including in terms of the software operation or the functionality of the Internet or the compliance with all browsers.

10.2. Except for the warranties expressly set forth in the text of the Terms of Offer, Yandex makes no other explicit or implied warranties and shall directly waive any warranties or conditions as to non-infringement of rights or expectations relating to Services or the reachability of specific goals of the Customer.

10.3. By performing the Offer acceptance, the Customer (the Customer representative), including an individual duly authorized to conclude the Agreement on behalf of the Customer) represents and warrants to Yandex that:

10.3.1. The Customer (the Customer representative) stated true details, including personal details, of the Customer (the Customer representative) upon registration as a user on Yandex and true details, including personal details, when executing payment documents in relation to the Services.

10.3.2. The Customer agrees for Yandex to gather, store and processes personal data regarding the Customer and its employees when registering at Yandex and/or at the entering into the Agreement, including the performance by Yandex of the following actions including but not limited to gathering, systemization, accumulation, storage, revision (updating, amending), use, distribution (including broadcasting), depersonalization, blocking, and destruction of personal data, for purposes of conclusions and execution of this Agreement.

10.3.3. The Customer (the Customer representative) confirms that he has: a) fully read the Terms of Offer, b) fully understands the subject of the Offer and the Agreement, c) fully understands the meaning and consequences of its actions on the conclusion and execution of the Agreement.

10.3.4. The Customer (the Customer representative) has all the rights and powers necessary for the conclusion and execution of the Agreement.

10.3.5. Placement (reproduction, impression), or otherwise use of the Materials under the Agreement by Yandex as well as the Materials (their contents) to which users are redirecting shall not violate and shall not involve violation of any rights of third parties and applicable law, in connection with which the Customer bears responsibility in accordance with clauses 11.5, 11.6 of the Terms of Offer.

10.3.6. Goods, information about which is specified in the Materials, were legally put into circulation within the state where these goods are sold and/or the state the mentioned goods are delivered to. If the Materials submitted by the Customer are geo targeted to the Russian Federation and/or Ukraine, and/or Republic of Belarus, and/or Republic of Kazakhstan and/or Turkey requirements herein will apply to the goods that were legally put into civil circulation within Russian Federation and/or Ukraine, and/or Republic of Belarus, and/or Republic of Kazakhstan and/or Turkey.

11. RESPONSIBILITY AND LIMITATION OF LIABILITY

11.1. For breach of the Agreement, the Parties shall be held liable as established by the Agreement and/or by the applicable laws of Switzerland.

11.2. Under no circumstances Yandex shall be held liable under the Agreement for: a) any indirect damages and/or loss of profits by the Customer and/or third parties regardless of whether Yandex was able to foresee possibility of such damages or not; b) the use/inability to use by the Customer and/or any third party of any tools and/or methods of transmission/receipt the Materials and/or information, the inability of Customer to access the Client web interface or the failure of the Internet or any parts thereof or thereon.

11.3. The aggregate amount of liability of Yandex under the Agreement, including the size of penalties (fines, penalties) and/or recoverable damages for any claim or claims with respect to the Agreement or its execution, is limited to 10% of the cost of the Services under the Agreement.

11.4. Parties are not responsible for the partial or total failure to perform obligations under the Agreement, if this failure was due to force majeure, which arose after the conclusion of the Agreement, or if the failure by the Parties under the Agreement was the result of extraordinary events, which the Parties could not foresee or prevented by reasonable measures.

11.5. The Customer is fully responsible for a) compliance with all legal requirements, including but not limited to the laws on advertising, intellectual property, competition, data protection and privacy, the content and form of the Materials and the materials for which the Customer establishes a Link from the Materials, use of the website (domain name of website), to which a Link leads, other actions undertaken by him as an advertiser and/or the advertisement producer, and b) the reliability of the information specified during registration as Yandex’s user, the reliability of the information specified in the Materials.

11.6. Taking into account the conditions of the clause 11.5 of the Terms of Offer, the Customer shall by its own efforts and at its own expense settle disputes and settle claims of third parties with respect to the Materials in connection with their placement under the Agreement or to pay damages (including judicial costs) incurred by Yandex in connection with claims and lawsuits, the basis of which presentation was the placement of the Customer's Materials under this Agreement. In the event that content, form and/or placement of the Customer’s Materials under the Agreement was the basis for presentation to Yandex requirements for payment of penalties by government agencies, the Customer shall promptly upon request of Yandex provide all information requested concerning the placement and content of the Materials, contribute to Yandex in the settlement of orders, and also to compensate all losses (including costs of fines), caused to Yandex regarding administrative orders against Yandex as a result of placement of the Customer's Materials.

11.7. In case of breach by the Customer of the provisions of the Agreement Yandex has the right to suspend the provision of the Services until elimination of violations by the Customer and indemnification (compensation) of losses incurred by Yandex at such breach and/or terminate the Agreement. Upon termination of the Agreement at such reason Yandex has the right to recover from the Customer the amounts of retaining penalties and damages, presented in accordance with the Agreement.

12. MISCELLANEOUS

12.1. The Agreement, its conclusion and execution shall be governed by the laws of Switzerland. All issues not covered or covered incompletely shall be governed by the substantive laws of Switzerland. If the disputes between the Customer and Yandex regarding the Agreement are not resolved through negotiations between the Parties, they are subject to the exclusive jurisdiction of the ordinary courts in Lucerne, Switzerland..

12.2. The Parties agreed that the provisions of confidentiality of registration data (including personal data) specified by the Customer during registration at Yandex and/or at the conclusion of the Agreement does not apply to the use of such data by Yandex for the purposes of billing of the Invoices, VAT invoices and Electronic reports regarding the Services rendered formation to the Customer. The data (including personal) and details presented by the Customer shall be specified in the mentioned documents.

12.3. Any notifications under the Agreement may be sent by one Party to the other Party: 1) by e-mail a) at the Customer's e-mail address specified during registration on Yandex, from Yandex e-mail address specified in clause 13 of the Terms of Offer, if the recipient is the Customer, and b) to the email address of Yandex, specified in clause 13 of the Terms of Offer, from the email address of the Customer, specified during registration on Yandex; 2) by fax; 3) by mail with return receipt or courier service with confirmation of delivery.

12.4. If one or more provisions hereof shall for any reason appear invalid, void, such invalidity shall not affect the validity of any other provision of the Offer, which remain in force.

12.5. Without prejudice to the terms of the Offer, the Customer and Yandex may at any time execute the Agreement for rendering of Services in the form of a written bilateral document.

13. YANDEX DETAILS

Name: Yandex Europe AG

Registered address: Werftestrasse 4, CH-6005 Luzern, Switzerland

E-mail: saleseurope@yandex-team.ru

Bank details:

1) CHF

ING BELGIUM, BRUSSELS, GENEVA BRANCH

Local structure account number (CHF): 1080377

IBAN (CHF) CH5708387000001080377

ING Belgium, Brussels, Geneva Branch

6, rue Petitot

P.O. Box 5613 CH-1211

Geneva 11, Switzerland

BC code: 8387 (for Swiss domestic payment)

SWIFT: BBRUCHGT

2) EUR

ING BELGIUM, BRUSSELS, GENEVA BRANCH

Local structure account number (EUR): 1180377

IBAN (EUR) CH5208387000001180377

ING Belgium, Brussels, Geneva Branch

6, rue Petitot

P.O. Box 5613 CH-1211

Geneva 11, Switzerland

BC code: 8387 (for Swiss domestic payment)

SWIFT: BBRUCHGT

Bank details for other applicable currency shall be fixed in the Invoices.

_____________________________

Previous version of the document: https://yandex.com/legal/oferta_market_ch/24102016/.

Previous version of the document: https://yandex.com/legal/oferta_market_ch/29032016/.

Previous version of the document: https://yandex.com/legal/oferta_market_ch/08092015/.

Previous version of the document: https://yandex.com/legal/oferta_market_ch/09092013/.

Previous version of the document: https://yandex.com/legal/oferta_market_ch/19072013/.

Previous version of the document: https://yandex.com/legal/oferta_market_ch/25042013/.