Yandex.Direct Setup Service Offer
Date of placing: November 1, 2018.
Effective date: November 1, 2018.
The present document constitutes the offer of Yandex Europe AG (hereinafter – “Yandex”) to enter into the Yandex.Direct Setup Service Offer on the following terms and conditions.
1. TERMS AND DEFINITIONS
1.1. For the purpose hereof the following terms shall have the following meanings:
Offer shall mean this document named Yandex.Direct Setup Service Offer located on the Internet at: https://yandex.com/legal/oferta_yandex_direct_set_up_service_ch/.
Yandex.ru shall mean information resources of Yandex and its affiliates located on the Internet at yandex.ru (.ua, .by, .kz, .com or other national domains).
Yandex.Direct Service shall mean the website located on the Internet at: http://direct.yandex.ru (.ua, .by, .kz, .com or other national domains).
Yandex.Direct services shall mean Yandex services in placing the advertiser’s advertising on the Internet based on the search and context advertising principles according to the terms and conditions of the Yandex.Direct Service Offer.
Yandex.Direct Service Offer shall mean the document located on the Internet at: https://yandex.com/legal/oferta_direct_ch/.
the Service shall mean “Your first campaign service”, the paid service for setting up the Customer's Advertising Campaigns at Yandex.Direct Service subject to the terms and conditions of this Offer and the Rate.
Brief shall mean the Customer's assignment for Yandex containing a set of parameters of the Customer's Advertising Campaigns with Yandex.Direct, which is provided as specified in Clause 3.3 hereof. As a part of a Brief, the Parties shall agree the objects of advertising, links, a geographic area for displaying the Customer's Ads, a description of target audience, images used in Ads and other data by exchanging e-mail messages.
Advertising Campaign shall mean the aggregate of Advertisements, which are combined in Groups of Ads as part of Advertising Campaigns in amount corresponding to a Rate selected by the Customer and subject to certain placement terms developed under the Brief for the rendering of Service, in respect of which the Yandex.Direct Service may be rendered subject to the Customer's conclusion of an agreement on the terms of Yandex.Direct Service Offer. An Advertising Campaign contains a certain number of Ads according to a Rate selected by the Customer.
Rate shall mean a price and terms of rendering the Service (depending on a package selected by the Customer), located on the Internet at: https://yandex.com/promo/adv/directsetupservice.
Offer Acceptance (Acceptance) shall mean complete and unconditional acceptance of the Offer by the Customer in accordance with Clause 6.3 hereof.
Agreement shall mean a repayable Service Agreement between the Customer and Yandex, which shall be entered into by the Offer Acceptance.
Direct Client Web Interface shall mean a program interface for interaction of the advertiser with Yandex.Direct Service, which is provided subject to the terms and conditions of the Yandex.Direct Service Offer.
The Parties shall mean Yandex and the Customer.
1.2. The Offer can use other terms, which are not defined in Clause 1.1 above. In this event, such terms shall be interpreted according to the Offer. In case of ambiguity in interpretations of a term in the Offer, the term shall be interpreted as defined: primarily – under the document named Yandex.Direct Service Offer and other documents specified in Clause 3.1 of the Offer; secondarily – under the applicable laws; thereafter – as exists (common) on the Internet.
2. SUBJECT MATTER OF THE AGREEMENT
2.1. The subject matter of the Agreement shall constitute rendering Yandex.Direct Setup Service to the Customer by Yandex.
2.2. Yandex shall not render Yandex.Direct Service under the Agreement concluded subject to the terms of this Offer.
2.3. The Service shall be rendered only to those Customers that have never concluded an agreement for rendering Yandex.Direct Services with Yandex.
2.4. The Service shall be rendered by Yandex in the test mode and can be technically unavailable for a wide range of Customers.
3. TERMS AND CONDITIONS FOR RENDERING THE SERVICES
3.1. It is obligatory in rendering the Services by Yandex to the Customer hereunder that the Parties accept, comply with and follow the requirements of Yandex policy, as well as the requirements and provisions specified in the following documents:
- User Agreement for Yandex Services placed on the Internet at: https://yandex.com/legal/rules/ ;
- General Terms and Conditions. Advertising Requirements placed on the Internet at: https://yandex.com/legal/general_adv_rules_ch/.
3.2. Yandex shall not proceed to rendering the Service unless the Customer has complied with all the conditions below:
3.2.1. The Customer has registered as a User with Yandex.ru;
3.2.2. The Customer has placed an order for the Service (Application) at: https://yandex.com/promo/adv/directsetupservice by clicking the Send a request button to send an application specifying the Customer's contact details (surname, name and patronymic of the Customer or its representative, the Customer's telephone number and e-mail) and URL of the Customer's website to be advertised;
3.2.3. The Customer has provided Yandex with its full legal and contact details;
3.2.4. The Customer has provided Yandex with duly certified copies of relevant licenses, certificates etc. if activities advertised by the Customer require licenses or other special permits, and images (if applicable). If the Customer fails to provide Yandex with the above documents, the relations of the Parties shall be terminated at this stage and any actions, which are necessary for the rendering of the Service and Offer Acceptance, shall not be performed;
3.2.5. The Customer has agreed the Brief send to it by Yandex in the manner provided by Clause 3.3 hereof;
3.2.6. The Customer has accepted the Offer subject to the terms and conditions specified in Clause 6.4 hereof;
3.2.7. The funds transferred by the Customer as an advance payment for the Service have been credited to Yandex bank (settlement) account or Yandex has verified the fact of payment made in its favor through the payment system in case of electronic funds transfer by the Customer.
3.3. Brief Approval Procedure
3.3.1. After the receipt of the Customer's Application, Yandex representative shall contact the Customer by e-mail or telephone number specified in the Application, confirm the data set out therein and also request the data, which are necessary to prepare a Brief and an Advertising Campaigns based thereon.
3.3.2. Upon Yandex's request, the Customer shall provide it with the documents and data specified in Sub-Clauses 3.2.3 and 3.2.4 hereof.
3.3.3. Yandex shall send the Brief prepared based on the data provided by the Customer under Clause 3.3.1 for approval by the Customer to the Customer's e-mail specified in the Application within three (3) business days either from the provision of the data specified in Clause 3.3.2 hereof by the Customer or after the confirmation of the Brief data under Clause 3.3.1 above.
3.3.4. Within five (5) calendar days from the date of sending the final version of the Brief by Yandex, the Customer shall approve it by e-mail.
3.4. After the Customer has approved the Brief in the manner provided by Clause 3.3 hereof, Yandex shall send an invoice and a link for the payment of the Service to the Customer's e-mail.
3.5. The Service shall be rendered to the Customer within the time limits provided by the Rate starting from the moment specified in Clauses 3.2.7 and 3.5 hereof.
3.6. Upon the expiration of the time specified in Clause 3.5 hereof, Yandex shall provide the Customer with access to the Direct Client Web Interface with the Advertising Campaigns prepared under the Brief (according to the Rate selected by the Customer) and shall send an information report to the Customer by e-mail in PDF format.
3.7. The Service shall be deemed to have been rendered as of the notice of provision of access to the Direct Client Web Interface is sent to the Customer according to Clause 3.6 hereof.
3.8. If the Customer sends an application for correcting/supplementing/adjusting the Advertising Campaign to Yandex, the latter shall consider such application within the reasonable time period not exceeding five (5) calendar days and inform if Yandex is ready to fulfill the application following the results of its consideration. Following the results of its consideration, Yandex shall have a right to decide to either fulfill such an additional application or to deny the fulfillment thereof.
3.8.1. If the application is fulfilled, Yandex shall introduce relevant changes into the Advertising Campaign within three (3) business days.
3.8.2. If Yandex denies the fulfillment of such an application of the Customer, Yandex shall inform the Customer thereabout by e-mail.
In this case, regardless of the decision made by Yandex, the Service shall be deemed to have been rendered as of the moment specified in Clause 3.7 hereof and to have been accepted by the Customer within the time period specified herein.
3.9. Any corrections/additions/adjustments are not the subject matter of the agreement; they shall be made at the sole discretion of Yandex and shall be deemed to have been covered with the paid price of the Service, which shall not be reviewed. At the same time, the Customer may introduce any necessary corrections to the Advertising Campaigns in the Direct Client Web Interface when ordering the Yandex.Direct Service.
3.10. When rendering the Yandex.Direct Service in respect of the Advertising Campaigns, the Customer shall independently bear the full liability provided by the laws as a person who brought the information into a form ready for dissemination by using the capabilities provided by Yandex, and shall guarantee that the Ads placed at Yandex.Direct Service thereby comply with all the requirements of the applicable laws.
3.11. The Customer shall be solely responsible for safety and confidentiality of the registration data (login and password). Any actions performed using the Customer's login and password (including those performed in respect of the Advertising Campaigns after the Customer has been provided access to the Direct Client Web Interface) shall be deemed to have been performed by the Customer. The Customer shall be solely responsible to third parties for any actions performed using the Customer's login and password. Yandex shall bear no responsibility for unauthorized use of the Customer's registration data by third parties. All actions performed by the Customer through the Direct Client Web Interface shall be performed by it beyond the Agreement concluded subject to the terms and conditions hereof.
3.12. The Customer shall not be entitled to assign its rights under the Agreement to any third party.
4. RIGHTS AND OBLIGATIONS OF YANDEX
4.1. Yandex shall:
4.1.1. Render the Service according to the Agreement entered into on the Offer terms.
4.2. Yandex shall be entitled:
4.2.1. To suspend provision of the Service to the Customer on the temporary basis for technical, technological or other reasons, which prevent the rendering of Services, for the cure period.
4.2.2. To suspend the Service and/or terminate the Agreement with the Customer if the Customer breaches the obligations and/or warranties accepted according to the Offer (Agreement) and/or the documents specified in Clause 3.1 hereof.
4.2.3. Deny an application for correcting/amending/adjusting the Customer's Advertising Campaign, which has been sent by the Customer in the manner provided by Clause 3.9 hereof.
5. RIGHTS AND OBLIGATIONS OF THE CUSTOMER
5.1. The Customer shall:
5.1.1. Not misuse the technical capabilities provided to the Customer under the Agreement;
5.1.2. Provide valid and reliable contact details of the Customer as specified in Clauses 3.2.2 and 3.2.3 hereof;
5.1.3. Not use the Services independently or with involvement of third parties for any purposes, which can be qualified as an infringement of third party rights or another violation of the laws.
5.1.4. Pay for Yandex Services within the time limits and in the manner provided by the Offer.
6. COST OF THE SERVICES, PAYMENT TERMS AND ACCEPTANCE OF THE SERVICES
6.1. The services are provided with the 100% discount on terms and conditions set out in Terms of Yandex.Direct Setup Service at Discount (https://yandex.com/legal/terms_yandex_direct_set_up_service_ch/).
7. TERM OF THE OFFER
7.1. The Offer shall become effective from the date specified in the Effective Date section and shall remain valid until it is revoked by Yandex.
7.2. Yandex reserves the right to modify and/or terminate the Offer at any time at its sole discretion. If Yandex introduces any changes into the Offer, such changes shall become effective upon placing the Offer as amended on the Internet at: https://yandex.com/legal/oferta_yandex_direct_set_up_service_ch/, unless any other term for amendments effectiveness is additionally specified for such placement.
8. WARRANTIES OF THE CUSTOMER
8.1. By agreeing to this Offer and by accepting its terms and conditions (including the Agreement), the Customer (its representative) represents and warrants to Yandex that:
8.1.1. The Customer has specified the correct details of the Customer (its representative) when sending an Application to Yandex under Clauses 3.2.2 and 3.2.3.;
8.1.2. The Customer guarantees that it has all the necessary authority for executing and performing this Agreement and that the rendering of Services by Yandex does not infringe any third party rights; The Customer shall independently and at its own expense settle any third party claims connected with the Customer's actions under the Agreement;
8.1.3. The Customer has all the necessary rights to the images provided thereby for the purposes of rendering the Service under Clause 3.2.4 hereof.
8.2. The Customer accepts the Offer voluntarily, fully and unconditionally; whereby it:
8.2.1. has completely reviewed the terms and conditions hereof;
8.2.2. completely understands the subject matter and contents of the Agreement concluded subject to the Offer terms and conditions;
8.2.3. completely understands the importance and consequences of its actions in terms of rendering the Services in accordance with the Agreement concluded subject to the Offer terms and conditions.
8.3. The Customer (its representative) shall have all the authority and the powers necessary to perform all the actions stipulated hereby.
8.4. Yandex shall render the Services to the Customer exclusively for the purposes of its business activities and not for personal, family, home and other needs, which are not connected with its business activities.
9. LIABILITY AND LIMITATION OF LIABILITY
9.1. Yandex shall under no circumstances be held liable in terms of the Services rendered for:
9.1.1. any consequential/indirect damages and/or loss of profit by the Customer and/or third parties regardless of whether Yandex could foresee the infliction of such damages in a particular situation or not;
9.1.2. any part of works/services, which are required for the implementation of the Agreement and performed by the Customer without the contemplated responsibility or control by Yandex, as well as for any damage resulting from any act or omission, or violation of the Agreement by the Customer or its agents, representatives, employees, directors or subcontractor(s);
9.1.3. use (impossibility to use) and any consequences of use (impossibility to use) by the Customer of a form of payment for the Service selected by it.
9.2. The total amount of Yandex liability may not exceed ten percent (10%) of the cost of Services under a relevant Invoice.
9.3. The Customer shall bear full liability for a) compliance with all legal requirements, including but not limited to the laws on intellectual property and competition, in terms of contents and form of Ads used in the Advertising Campaigns, in respect of which the Yandex.Direct Service may be rendered; b) accuracy of details specified upon registration as a user on Yandex.ru, and reliability of the Customer's representations and warranties provided hereunder.
9.4. Subject to the terms and conditions of Clause 9.3. above, the Customer shall resolve the disputes and settle any claims of third parties in connection with the Advertising Campaigns using its own resources and at its own expense if the Yandex.Direct Service is ordered therefor or reimburse any damages (including legal costs) inflicted to Yandex in connection with any claims and actions based on the Advertising Campaigns placed by the Customer if the Yandex.Direct Service is ordered therefor.
9.5. The fact of preparation of the Advertising Campaigns by Yandex:
9.5.1. does not mean that Yandex confirms that the Advertising Campaigns comply with all the requirements of the applicable laws. The Customer shall decide independently whether it shall acquire Yandex.Direct Services for such Advertising Campaigns;
9.5.2. does not mean that Yandex provides any warranties of placing the Customer's Ads on the Yandex.Direct Service (if the Customer acquires the Yandex.Direct Services for such Ads) including but not limited to placing them in particular advertising spaces and subject to particular display terms.
10. FORCE MAJEURE
10.1. The Parties shall be free from any liability for partial or complete failure to execute their obligations under this Agreement if such failure resulted from force majeure circumstances, which occurred after entering into the Agreement, or if the failure to execute their obligations by the Parties under the Agreement resulted from any emergency, which the Parties could neither foresee nor prevent reasonably.
10.2. Force majeure circumstances shall include events, which a Party cannot influence and for emergence whereof it is not liable, such as: war, rebellion, strike, earthquake, flood, fire, blackouts, extreme weather conditions or similar events, government orders, resolutions (decrees) of government authorities of the Russian Federation, laws and other regulations of competent authorities, which are adopted after the execution of this Agreement and make it impossible to discharge the obligations hereunder, acts of government or municipal authorities and their representatives, which prevent the performance of the obligations hereunder, and other unforeseen circumstances including without limitation failures of city power network.
11. AGREEMENT TERMINATION
11.1. The Agreement may be terminated:
11.1. any time upon agreement by the Parties;
11.1.2. on the initiative of either Party if the other Party violates the terms hereof by written notification to the other Party five (5) days before the termination;
11.1.3. for other reasons set out in this Offer.
11.2. Upon the termination hereof, the Parties shall make final mutual settlements considering the cost of Services which have been rendered actually as of the termination of the Agreement.
11.3. The obligations of the Parties hereunder, which, by their nature, shall remain in effect (including but not limited to confidentiality and settlement obligations), shall survive the termination hereof.
12. OTHER CONDITIONS
12.1. The Agreement, its conclusion, execution and cancelation shall be regulated by the applicable law of Switzerland. Any issues not covered by the Offer or covered incompletely, shall be governed by the substantive law of Switzerland. If as a result of negotiations by the Parties have not reached a mutually acceptable decision, a place of jurisdiction shall be Lucerne.
12.2. Any notices and other documents may be sent by a Party to the other Party during the rendering of Services hereunder by e-mail to the relevant e-mail addresses of the Parties. Yandex's e-mail address is: firstname.lastname@example.org. The Customer (its representative) shall use the e-mail address of Yandex.ru user specified by the Customer in its Application. A notice shall be deemed to have been delivered on the following business day after the day of its sending. The Parties shall agree other forms and procedures for the exchange of information hereunder in the regular course of business.
12.3. If one or more provisions hereof shall for any reason appear void, invalid, such invalidity shall not influence the validity of any other provision of the Offer (Agreement) which shall remain effective.
12.4. Yandex may assign its rights and obligations hereunder or a material part thereof to any of its subsidiary companies and/or assigns.
13. YANDEX DETAILS
Name: Yandex Europe AG
Location: Werftestrasse 4, CityBay Business Center, CH – 6005 Lucerne
the feedback form at https://yandex.com/support/direct/troubleshooting/
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)
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: BBRUCHGTBank details for other applicable currency shall be fixed in the Invoices.
Date November 1, 2018.