Yandex Advertising Network Terms of Offer
Date of placement: 17.12.2021
Effective Date: 17.12.2021
This document constitutes the terms and conditions which apply to all offers by Yandex Europe AG, Lucerne, Switzerland, (hereinafter - «Yandex») regarding Yandex Advertising Network.
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 3.2.5. of these Terms of Offer and therewith unconditionally accepting all terms and conditions as laid out herein and in the documents referred to herein;
Agreement/Yandex Advertising Network Agreement – agreement between the Owner and Yandex for rendering of Services, which is concluded by means of Offer acceptance;
Offer - this document “Yandex Advertising Network Terms of Offer” placed on the Internet at https://yandex.com/legal/oferta_yan_ch including all the documents referred to in this document.
Owner – i) a natural person/individual or ii) a legal entity not domiciled in the Russian Federation or Ukraine who carries out the Offer acceptance and owns the Owner’s Resources legally and/or having the right to use the Owner’s Resources under the concluded Agreement.
Owner’s Resources – Internet-based information resources and/or computer programs (including programs for mobile devices) along with their content or other components connected by the Owner to Yandex Advertising Network as permitted by Yandex. In certain cases, the Owner can provide its Resources, including their constituent elements, to Internet users using Yandex software and hardware.
Test period – period non-commercial interaction between Yandex and the Owner, where such period precedes the first accounting period. The purpose of the Test period is to set up and test the Advertisement code by the Owner. The Test period shall end upon the Acceptance of the Offer by the Owner subject to the terms and conditions of the Clause 3.2 of the Offer. The account balance of the Owner within the Test period is for the technical and information purposes only and Yandex has no obligation to pay any sums to the Owner for the Test period. The Test period is not set if the Owner’s Acceptance of the Offer is subject to the terms and conditions of the Clause 3.2 of the Offer.
Yandex Advertising Network (YAN) - a set of sites and computer programs (including programs for mobile devices) owned by the entities with whom Yandex (or Yandex’s affiliated entity) has entered into related agreements.
Yandex site – any web site owned or administered by Yandex (or Yandex’s affiliated entity) featuring Yandex Services, including but not limited: yandex.ru, yandex.com, yandex.ua, yandex.by, yandex.kz, moykrug.ru, ya.ru, yandex.xx. For the purposes of the Agreement the sign «xx» used in the domain names, specified in this document, means any domain zone top or second level, in which Yandex (or Yandex’s affiliated entity) carries out the administration of the domain with the specified name.
Yandex System - software installed on Yandex hardware platform, designed to display Advertisement on Advertising spaces.
Search results - list (lists) of search engine-selected links to documents and/or sites corresponding to the user's search query displayed in the pages of resources or computer programs (including for mobile devices).
Advertisement Code/Yandex Code - a software module (including in the form of SDK) embedded in the HTML-code of the web page and/or in the computer program code designed to access and display Advertising materials .
API - a program interface operated by Yandex providing opportunity to interact with Yandex System for the purposes of calling Advertisement materials.
Advertising space - a place created on the Owner's Resource in web page design or computer program interface (including programs for mobile devices) for Yandex to place Advertising materials.
Advertisement, Advertising materials – advertisement information (including any code (hyperlinks) embedded therein, which can consist of text, graphics, audio and/or video materials, or any combination thereof (authorized by the Rules of participation) placed by Yandex or third parties with whom Yandex has the appropriate agreements. The advertising format is determined by the Parties through the Partner web interface (including the text banner, etc.)
Search advertising - the principle of display of advertising, according to which Advertising materials are displayed in accordance with the search query’s key words/phrases set by the advertiser as the criterion for displaying advertising materials. Other (additional) criteria for Advertisement display (geo targeting, etc.) may be taken into account as well.
SDK – type of Advertisement Code, representing a software module embedded in a mobile application designed to call and display Advertisement materials on mobile devices.
Contextual advertising – a technique of displaying advertising, according to which Advertising materials are displayed if they correspond to the context of the site or the content (subject) of the computer program (including for mobile devices), or if User areas of interest correspond to the subject of Advertising materials. Other (additional) criteria for Advertisement display (geo targeting, socio-demographic targeting, etc.) may be taken into account as well.
Contextual pages – the Owner’s Resource pages (web page or a section of the computer program interface) where Contextual advertising is placed.
Rules of participation - the document “Rules of participation in Yandex Advertising Network” available on the following Yandex site: https://yandex.com/legal/partner_ch, containing the principal requirements to the web sites and the computer programs (including programs for mobile devices) and connected to YAN, as well as other terms required under the Agreement.
User - any person visiting web resources and/or user of a computer program (including for mobile devices), in particular, the Owner’s Resources.
Display - placement/display of Advertisement in Advertising spaces.
Click - use of the hyperlink contained in Advertisement and (or) Banner action.
Banner action – the interaction of User and Advertisement, including, but not limited to: opening the web-page of web-site; phone call; installing application from Google Play, Apple Store or other online applications’ store; opening the mark on the web-page containing online map; opening application (e.g. application containing map or online map).
Partner interface - software interface for remote communication of the Parties to the Agreement containing information about the Owner, list of Owner’s Resources connected to YAN, statistical data related to Owner’s Resources and other data available to the Owner after authentication using login and password on Yandex site, using application programs (including programs for mobile devices) or API.
Statistical data – Yandex automated accounting data which may contain, including but not limited to the number of Clicks and Displays of advertising materials, cost of Services and other information related to placement of Advertising materials in the electronic format.
Software - computer programs (including the search form) legally owned by Yandex (or Yandex’s affiliated entity) which can be used by the Owner for the purposes of execution of the Agreement (clause 3.6 hereof).
Parties – Yandex and the Owner.
Player – a specialized computer software, which can be accessed by the Owner in the manner prescribed by the document "Terms of access to the Player" (https://yandex.com/legal/yan_player_terms_ch).
1.2. The Offer may use terms, not defined in clause 1.1 of the 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 and thereafter – as exists (common) on the Internet.
2. SUBJECT OF THE AGREEMENT
2.1. The subject of the Agreement is the rendering of the technical services by the Owner to Yandex related to placement by Yandex of Advertisements in Advertising spaces on the Owner’s Resources, including:
2.1.1. Installation of the Advertisement code (including SDK if applicable) on the Owner’s Resources and assurance of its proper performance and hardware-software interaction with the Yandex System, including interaction via API;
2.1.2. Assurance of display of Advertising materials in the Advertising spaces of the Owner’s Resources in compliance with the requirements set forth in the Agreement,
2.2. Placement of the Advertisement Code and/or display of Advertising materials by Yandex could be carried out by using other technical means in Advertising spaces on the Owner's Resources (including their constituent elements), which the Owner provides to Internet users through Yandex software and hardware, including but not limited to, when:
2.2.1. Yandex provides technical means to the Owner to make the Owner's Resource (or its certain elements) available to Internet users via Yandex website, its components and services; or
2.2.2. the Owner's Resource or its certain elements are placed on a software and/or hardware platform provided by Yandex; or
2.2.3. the Owner's Resource or its certain elements are displayed through technological export of data, content, elements or other components of the Owner's Resource to relevant Yandex service or website, both by technical integration and otherwise.
3. TERMS AND ORDER OF EXECUTION OF THE AGREEMENT
3.1. The acceptance and observance of requirements and provisions set forth in these Terms of Offer, and further defined by the Rules of participation, User Agreement for Yandex Services (https://yandex.com/legal/rules) and other documents specified in the Offer by the Owner is an obligatory condition for the provision of the Services.
3.2. The Owner proceeds to rendering of Services to Yandex only after the cumulative execution of the following conditions by the Owner:
3.2.1. The Owner has registered as a user on Yandex site.
3.2.2. The Owner has submitted the registration form at http://partner.yandex.ru with his true and valid details:
22.214.171.124. for individuals (except for residents in Ukraine) – full name, surname, patronymic, registration (postal) address, full bank details, date of birth, e-mail address and mobile phone number;
126.96.36.199. for individuals (residents in Ukraine) – full name, surname, patronymic (in Latin), registration (postal) address, the details of the payment system operator and / or credit institution selected by the Owner (from among those available), provided that the Owner successfully passes identification in the corresponding payment system and / or credit institution in accordance with the requirements of the operator of this payment system and / or credit institution and the applicable law (for payments), date of birth, e-mail address and mobile phone number.
188.8.131.52. for legal entities (not-domiciled in the Russian Federation or Ukraine) – full business name, registered and postal address, full name of a person authorized to enter into the Agreement on behalf of and for the benefit of such legal entity;
and technical details of Owner’s Resources;
3.2.3. The Owner has verified its identity at https://phone-passport.yandex.ru/phones by putting a code, which will be sent automatically by Yandex to a telephone number provided by the Owner according to cl. 3.2.2. above;
3.2.4. The individual Owner (resident of Ukraine) has provided, upon request of Yandex, scanned copies of all pages of the internal passport issued to the Owner and any other document confirming the Owner’s residency in the country specified by the Owner in the registration form.
3.2.5. The legal entity Owner (not-domiciled in the Russian Federation or Ukraine) has provided, upon Yandex request, a scanned copy of its Certificate of Incorporation or an extract from the Trade Register of the country of residence of such corporate Owner.
3.2.6. The Owner has duly executed Offer acceptance by putting a tick and clicking at the bottom “agreed” at the end of the registration form at http://partner.yandex.ru;
3.3. At the completion of registration procedure Yandex will review the application (which may take up to 30 business days) and – if such application is granted – Yandex provides the Owner with a registration number (Owner’s registration number) that is specified in the Partner web interface and in the Electronic reports (clause 4.1 herein). Yandex has the right to refuse the application of the Owner if the balance of the account of the Owner (notwithstanding its residence) within the Test period is less than: (a) five thousand (5 000) RUB - for Owners who have chosen settlement currency in rubles of the Russian Federation; or (b) one hundred (100) EUR or one hundred fifty (150) USD (depending on the currency of payment chosen by the Owner) – for Owners who have chosen settlement currency in EUR or USD.
3.4. The Owner guarantees that:
3.4.1. the provision of the Services is not contrary to any laws or the Owner’s obligations to third parties, and that the Services do not otherwise violate the rights and legitimate interests of third parties;
3.4.2. he owns the Owner’s Resources and/or has the right to use them in accordance with the terms of this Offer and is fully responsible for their content;
3.5. The Owner shall ensure that the content of the Owner's Resources complies with the current legislation of Switzerland, the legislation of the Russian Federation and the legislation of Ukraine and with the legislation of other countries (if applicable), as well as the requirements set forth in this Offer and the Rules of Participation during the term of the Agreement.
3.6. The relevant Owner’s Resources must be agreed by the Parties. Each Owner’s Resource is subject to approval by Yandex via placing applications through the Partner web interface and Yandex verification. The List of the Owner’s Resources connected to Yandex Advertising Network used for placing Advertising materials and/or Software and the list of rejected (disabled) Owner’s Resources shall be specified in the Partner web interface.
3.7. The Owner shall install and maintain performance of the Advertisement code and/or Software on the Owner’s Resources and allow for automatic placement of Advertisement by Yandex in accordance with the terms and conditions set forth in the Rules of participation. The Owner shall ensure compliance with the technical requirements for installation and adjustment of the Yandex Code and/or Software and with the requirements for Advertising spaces which display Advertising materials. At the same time, Yandex does not guarantee uninterrupted operation of the Software and/or Yandex Code.
3.8. Placement of Advertisement in Advertising spaces may be accompanied by a text link saying that the Advertisement was placed by Yandex, by marks “Advertisement”, “Yandex.Direct”.
In addition, for the purposes of display or tracking of the Advertisement, during User’s visits of the Owner’s Resources cookies files (or other means of tracking) allowing Yandex obtain information about the User’s behavior on the Owner’s Resources may be installed. In case of using means of tracking other than cookies, the Owner shall provide Yandex with such means of tracking within the call for placement of Advertisement.
3.9. The Owner undertakes not to change any technical features of the Owner's Resources, their content, elements or other components making the format of Advertising spaces non-compliant with requirements of the Agreement and Rules of participation, and making it difficult for the Owner to provide the Services. If the Owner changes the subject matter of any of the Owner's Resources, it shall notify Yandex thereof in writing the day the changes were made (including by e-mail).
3.11. Yandex may at any time discontinue placement of Advertising materials on any Owners Resource, for example but without limitation, for reasons of non-compliance of such resource with the requirements specified in the Agreement, in the case of low effectiveness of advertising, in the case of a claim against Yandex and/or complaints from advertisers or other third parties stating non-compliance with the appropriate legislation of the Owner resource, without explaining the reasons, and shall notify the Owner of such denial by e-mail and/or using the Partner interface to change the resource status (connection application).
3.12. Yandex offers to the Owner the opportunity to review the Statistical data regarding Advertising materials placed on the Owner’s Resources through the Partner web interface, meanwhile:
3.12.1. Statistical data is treated by the Parties as Confidential Information;
3.12.2. Access to the Partner web interface is provided by using the unique username and password of the Owner. The Owner must independently establish and change the password used to access to the Partner web interface;
3.12.3. The Owner shall be solely responsible for maintaining the confidentiality of the registration data (login and password). Any actions performed through the Partner web interface using the login and password of the Owner shall be deemed performed by the Owner. The Owner shall be solely responsible to third parties for any actions performed by using the login and password of the Owner. Yandex shall not be liable for any use or misuse of the Partner web interface by any third party or any malfunction thereof.
3.12.4. The Parties agree that, for the purposes of this Agreement, and in particular, to confirm the list of Services provided in accordance with the Agreement, as well as the commencement date and period of Services, exclusively Yandex Statistical data must be used.
3.12.5. The list of Yandex Statistical data available to the Owner, being the video-blogger (clause 3.15 hereof) and/or blogger (clause 3.20 hereof), through the Partner web interface could be limited in Yandex sole discretion, provided, however, that such list shall include at least the information about the remuneration of the Owner being the video-blogger and/or blogger.
3.13. The Parties agree that for the purposes of the Offer (Agreement), including calculation of remuneration, any artificial (dishonest) clicks and displays, produced by (automated or not automated) methods which are unfair, dishonest or forbidden, shall be not counted. In particular the Owner shall:
3.13.1. refrain from using the Yandex Code in ways not set out by the Offer;
3.13.2. refrain from directly or indirectly generating queries, performing Displays or Clicks in any Search Results and/or pages and Contextual pages and Advertisement (independently or involving third parties), manually and/or using any possible software or hardware, including through the use of any automatic means of display of displays and Clicks (repeated Clicks, use of agent software, etc.), but not limited to the above;
3.13.3. refrain from changing the hyperlinks and (or) other links allowing the Banner action contained in Advertisement, or otherwise change redirection of the user from Advertisement, and refrain from changing or in other way preventing User access to the pages (web sites), specified in the hyperlinks of Advertisement when User clicks on that Advertisement;
3.13.4. refrain from removing, editing, or turning off Advertisement, or filtering it, or changing the order, type and other parameters of display of Advertisement in the identified Advertising spaces.
3.14. Advertising materials placed under these Terms of Offer shall comply with the applicable legislation. If, in the opinion of the Owner, placement of any Advertising materials is found to breach the rules and requirements of current legislation, or has caused or is likely to cause claims regarding violations of rights of third persons, the Owner shall have the right to send a justified request to terminate or suspend placement of such advertising until the disputed issues are resolved by Yandex with third parties.
3.16. In case the Owner is a game developer and such option was selected by the Owner through the Partner web interface when accepting the Offer (clause 3.2), the interaction between the Parties shall be subject to the “License Agreement with Developers to Use Yandex Games Platform” available at https://yandex.com/legal/yandexgames. In case of any conflict between the foregoing document and this Offer the provisions of this Offer shall prevail. The Parties also agree that the provisions of the clause 3.10 of the Offer shall not apply to the Service provided by the Owner to Yandex, where the Owner is a game developer.
3.17. The Owner undertakes to comply with all the provisions of the Offer within the Test period.
3.18. In case the Owner has not performed all the actions required by the clause 3.2 hereof within twelve (12) calendar months of the Test period, Yandex is entitled to suspend interaction with the Partner and refuse concluding the Agreement with the Owner on the terms of this Offer.
3.19. For the purpose of providing the Services, the Owner is provided with controlled remote access to the online service “ADFOX” under the conditions set forth in the document “ADFOX Service Access Terms” located on the Internet at https://yandex.com/legal/adfox_terms_ch. Carrying out the actions provided for by the above mentioned clause, the Owner agrees to its terms and undertakes to comply with them. In the event of a conflict between the provisions of the Offer and the said document, the provisions of the Offer apply to the cooperation of the Parties related to providing the Owner with access to the online service ADFOX, unless otherwise provided by the Offer.
3.21. For the purpose of rendering Services, the Owner is granted access to the Player. The Player is provided to the Owner on the terms set out in the document "Terms of access to the Player", available on the Internet at https://yandex.com/legal/yan_player_terms_ch. When performing activities specified in this clause, the Owner agrees to its terms and undertakes to comply with them. In case of discrepancies between the Offer and the specified document with regard to the interaction between the Parties related to providing Owner with an access to the Player, the provisions of the Offer will apply.
3.22. Yandex has the right to refuse the Owner to conclude the Agreement in the following cases:
3.22.1. The Owner did not provide and / or provided inaccurate information when filling out the registration form (questionnaire) in accordance with clause 3.2.2 of the Offer, as well as the documents specified in the registration form were not provided and / or provided not in full;
3.22.2. The Owner's resources do not meet the requirements of the Offer and / or the Rules of Participation;
3.22.3. The previous agreement concluded between Yandex and the Owner in relation to the subject of the agreement provided for in the Offer was terminated due to violation of the terms of such an agreement by the Owner.
3.23. Yandex is entitled to check the good faith of the Owner and refuse to enter into the Agreement with the Owner without disclosing the reasons for such refusal.
4. REMUNERATION AND SETTLEMENT PROCEDURE
4.1. For the provision of Services under the Agreement, Yandex shall pay a remuneration to the Owner. Within five (5) business days after the last day of each accounting period Yandex shall send to the Owner an electronic report that states the amount of remuneration to be paid to the Owner which is determined in accordance with Yandex Statistical data (the “Electronic report”).
Yandex shall send the Electronic report to the Owner by e-mail according to the procedure set forth in clause 10.4. of these Terms of Offer.
4.2. The accounting and billing period under the Agreement is a calendar month.
4.3. Payment of remuneration referred to in Clause 4.1 of these Terms of Offer for each accounting period is made by Yandex based on the Electronic report sent by Yandex upon completion of such accounting period. Yandex shall pay the remuneration according to such Electronic report within 20 (twenty) banking days after sending the Electronic report by bank transfer in the following way:
1) to the details of the payment system operator and / or credit institution from among those available and meeting requirements of the applicable law, specified by the individual Owner or legal entity Owner (non-resident of the Russian Federation or Ukraine) during the registration procedure.
4.4. All settlements under the Agreement shall be made in the currency selected by the Owner when registering at http://partner.yandex.ru and defined in accordance with the Yandex rules:
4.5. Any taxes, fees and other levies or mandatory payments stipulated by legislation applicable to the Owner shall be paid at his own expense. The amount of remuneration under the Agreement should not change.
4.6. Adjustment of remuneration amount, unless otherwise specified in these Terms of Offer, is possible only by additional written agreement of the Parties.
4.7. Yandex shall remunerate the Owner, provided that the total amount of remuneration payable for the Services provided in an accounting period by the Owner is:
4.7.1. 5,000 (five thousand) Rubles – for Owners who have chosen settlement currency in rubles of the Russian Federation;
4.7.2. 100 EUR or 150 USD (depending on the currency of payment chosen by the Owner) – for Owners who have chosen settlement currency in EUR or USD.
The remuneration which does not exceed the thresholds stated in section 4.7.1 and 4.7.2 shall be accrued and paid in the next Accounting Period, in which the total cost for the Services provided by the Owner reaches the amounts specified in 4.7.1 and 4.7.2 above.
4.7.3. The amount of the remuneration of the Owner for the first accounting period after the acceptance of the Offer by the Owner shall be calculated including the balance account of the Owner accrued within the Test period.
4.8. Yandex’s obligation to pay the Owner’s remuniration shall be considered fulfilled from the moment of debiting the Yandex’s bank account.
4.9. For purposes hereof, the Statistical data and the amount of remuneration payable to the Owner and specified in the Partner interface for informational purposes only may be indicated in the currency selected by the Owner and is converted from the rubles of the Russian Federation to the currency selected by the Owner at the exchange rate set by the Central Bank of the Russian Federation on the date of Click or Display. For purposes of calculating of remuneration payable to the Owner, remuneration is converted from the rubles of the Russian Federation to the currency selected by the Owner in the Partner interface at the exchange rate set by the Central Bank of the Russian Federation on the last day of the accounting period for which payment is made or the last day of rendering of Services under the Agreement.
5.1. Except for the warranties expressly set forth in the text of the 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 Owner.
5.2. By performing the Offer acceptance, the Owner represents and warrants to Yandex that:
5.2.1. The Owner has specified true and valid details, including personal data, and the details of relevant payment system operator and (or) credit institution and the requirements selected by the Owner from among those available and meeting requirements of the applicable law, when registering as a user at Yandex website, as well as on the page at http://partner.yandex.ru;
5.2.2. The Owner agrees for Yandex to gather, store, processes and transfer personal data within the Russian Federation or abroad regarding the Owner 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 the Agreement.
5.2.3. The Owner confirms that he has: a) fully read the 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.
5.2.4. The Owner has legal capacity to accept the Offer and enter into and execute the Agreement.
5.2.5. The content of the Owner’s Resources does not violate the applicable laws and rights of third parties.
6. RESPONSIBILITY AND LIMITATION OF LIABILITY
6.1. For breach of the Agreement, the Parties shall be held liable as established by the Agreement and/or by the applicable laws of Switzerland.
6.2. Under no circumstances Yandex shall be held liable under the Agreement for: a) any indirect damages and/or loss of profits by the Owner 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 Owner to access the Partner web interface or the failure of the Internet or any parts thereof or thereon.
6.3. 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.
6.4. 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.
6.6. In the case of violation of the terms of settlement under the Agreement, the Owner may require payment of fines by Yandex of 0.1% of the outstanding amount for each day of delay but not more than 10% of the outstanding amount.
6.7. In the case of violation by the Owner of the requirements of Clause 3.13 of the Agreement, Yandex can decline execution of the Agreement and immediately terminate the Agreement unilaterally and extra-judicially. The Services in the accounting period in which such violation was recognized by Yandex will be deemed non-rendered and will not be paid by Yandex. The Agreement shall be deemed terminated from the date of notice of termination e-mailed by Yandex.
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 the Terms of Offer by Yandex.
7.2. Yandex reserves the right to amend and modify the Offer and/or withdraw the Offer (including the documents mentioned in cl. 3.1 and other clauses of the Terms of Offer) at any time at its discretion. In case of changes to the Offer (including the documents mentioned in cl. 3.1 and other clauses of the Terms of Offer) by Yandex, such changes shall become effective upon placement of the modified text of the Offer (the documents mentioned in cl. 3.1 and other clauses of the Terms of Offer) on the Internet at the address, specified in clause 1.1 (clause 3.1) of the Offer, 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 clause 3.2.5 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 the termination of the Agreement by either Party.
8.3. The Owner 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 Owner 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. The 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 Owner of the provisions of the Offer, immediately by written notice to the Owner;
9.1.3. by either Party, following a written notice to the other Party by email or by fax not later than within five (5) business days
9.1.4. for other reasons specified in the Offer and/or as stated in the applicable legislation.
9.1.5. in case of violation by the Owner of the ADFOX Service Access Terms (https://yandex.com/legal/adfox_terms_ch) (if applicable);
9.1.6. in the case of a Owner's violation of the "Terms of access to the Player" (https://yandex.com/legal/yan_player_terms_ch) (if applicable).
9.2. Obligations of the Parties under the Agreement which by its nature should continue to act (including obligations relating to confidentiality, payment for the Services, the use of information, data protection, 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.
9.4. The Agreement is subject to immediate termination by sending a written notice by Yandex (including by e-mail) to the Owner if the Services were not rendered by the Owner to Yandex within 6 (six) consecutive accounting periods.
10.1. The Offer and this 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 Owner 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.
10.2. The Parties agree that the provisions of confidentiality and of data protection (including personal data) specified by the Owner during registration at Yandex site and/or at the conclusion of the Agreement do not apply to the use of such data by Yandex for the purposes of Electronic reports regarding the Services. The data (including personal) and details presented by the Owner shall be specified in the mentioned documents.
10.3. The Owner must immediately notify Yandex about changes of registered (postal) address, legal status and/or banking details via e-mail together with the copies of certain documents confirming such changes.
10.4. Any notifications under the Agreement may be sent by one Party to the other Party: 1) by e-mail a) at the Owner's e-mail address specified during registration on Yandex, from Yandex e-mail address specified in clause 11 of the Offer, if the recipient is the Owner, and b) to the email address of Yandex, specified in clause 11 of the Offer, from the email address of the Owner, specified during registration on Yandex; 2) by fax; 3) by mail with return receipt.
10.5. 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.
11. ANTI-CORRUPTION CLAUSE
11.1. 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 partners 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.
11.2. 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 Agreement 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 Agreement 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.
11.3. In terms of the representations specified in cl. 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.
11.4. 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.
11.5. The Parties agree that they will use the following addresses to report of any violation/risk of violation of this Agreement:
To notify Yandex:
For anonymous reporting: https://yandex.alertline.eu
For non-anonymous reporting: firstname.lastname@example.org
11.6. Clauses 11.1 to 11.3 constitute representations material for the Yandex. Yandex relies on these representations when entering into this Agreement.
12. YANDEX DETAILS
Name: Yandex Europe AG
Location: Werftestrasse 4, CityBay Business Center, CH – 6005 Lucerne
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