Yandex Advertising Network Terms of Offer
Date of placement: 15.09.2014
Effective Date: 01.10.2014
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 – web sites and/or computer programs (including programs for mobile devices), connected by the Owner to Yandex Advertising Network (as permitted by Yandex).
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.
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 embedded in the HTML-code of the web page and/or in the computer program code designed to access and display Advertising materials and Links.
Advertising space - a field dedicated on the site of the Owner in the design of a web page or in the interface of a computer program (including programs for mobile devices) for placement of 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.
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.
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).
Services – technical services, provided by the Owner to Yandex
1) related to placement by Yandex of Advertisements in Advertising spaces on the Owner’s Resources, including:
installation of the Advertisement code on the Owner’s Resources and assurance of its proper performance and hardware-software interaction with the system of display of Advertisement;
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 and/or
2) Attraction of new users of Yandex services as set out in clause 3.15 herein.
Link - a text link placed on the web sites of the Owner in addition to Advertising materials and redirecting the Users who have clicked to open the page to corresponding pages of Yandex site. The list of links is featured in the Partner interface.
Parties – Yandex and the Owner.
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 Services by the Owner to the Yandex according to the terms and conditions as defined herein.
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:
220.127.116.11. 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;
18.104.22.168. for individuals (residents in Ukraine) – full name, surname, patronymic, registration (postal) address, full details of an identified client virtual account (an e-payment instrument) at Yandex.Money, date of birth, e-mail address and mobile phone number.
22.214.171.124. 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 5 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).
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 allowing Yandex obtain information about the User’s behavior on the Owner’s Resources may be installed.
3.9. The Owner shall not change any of the technical parameters of the Owner’s Resources, resulting in a mismatch of the format of Advertising spaces with Agreement requirements and the Rules of participation. If the Owner changes the subject of any Owner resource, he must notify Yandex of those changes in writing (including by email).
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.
3.13. 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 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.
3.15. The Owner shall provide Yandex Services with an opportunity related to attraction of new users of Yandex services by placing on pages of the Owner’s Resources a search form (the “Search Form”) sending user search queries to Yandex site. For that purpose, provision of the Services specified in clause 1.1. above shall imply user switch to search results pages on Yandex site or on the Owner’s Recourses via the Search Form published by the Owner on the Owner’s Resources provided that such switch is made during the term of the Agreement and following such switch Yandex earns from placement of Advertising Materials on such search results pages.
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 to the account stated by the Owner upon registration process in one of the following ways:
(1) by bank transfer to the account specified by the individual Owner or legal entity Owner (non-resident of the Russian Federation or Ukraine) during the registration procedure or
(2) by transfer of funds to an identified client virtual account (e-payment instrument) of the Owner (resident of Ukraine) at the service “Yandex.Money” specified by such Owner 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.
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, bank account details and details of an identified client virtual account (e-payment instrument) at the service “Yandex.Money”, 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.
9.2. 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.
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. YANDEX DETAILS
Name: Yandex Europe AG
Location: Werftestrasse 4, CityBay Business Center, CH – 6005 Lucerne
ING Bank N.V
Account nr (RUB). 02.00.90.358
IBAN: NL06 INGB 0020 0903 58
1081 KL, Amsterdam, The Netherlands
This document in Russian: https://yandex.ru/legal/oferta_yan_ch/?lang=ru
Previous version of the document: https://yandex.com/legal/oferta_yan_ch/25122013.
Previous version of the document: https://yandex.com/legal/oferta_yan_ch/24042013.